Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 31, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | cik0001718227 | |
Entity Registrant Name | Construction Partners, Inc. | |
Entity Central Index Key | 1,718,227 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Non-accelerated Filer | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,950,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,217,537 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash | $ 25,797 | $ 27,547 |
Contracts receivable including retainage, net | 75,883 | 120,984 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 10,132 | 4,592 |
Inventories | 19,829 | 17,487 |
Other current assets | 12,610 | 4,520 |
Total current assets | 144,251 | 175,130 |
Property, plant and equipment, net | 125,264 | 115,911 |
Goodwill | 30,600 | 30,600 |
Intangible assets, net | 2,400 | 2,550 |
Investment in joint venture | 630 | |
Other assets | 14,442 | 2,483 |
Deferred income taxes, net | 2,235 | 1,876 |
Total assets | 319,822 | 328,550 |
Current liabilities: | ||
Accounts payable | 37,324 | 52,402 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 32,107 | 32,108 |
Current maturities of debt | 10,000 | 10,000 |
Accrued expenses and other current liabilities | 16,789 | 20,036 |
Total current liabilities | 96,220 | 114,546 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 37,175 | 47,136 |
Deferred income taxes, net | 6,556 | 9,667 |
Other long-term liabilities | 4,837 | 5,020 |
Total long-term liabilities | 48,568 | 61,823 |
Total liabilities | 144,788 | 176,369 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock, par value $0.001; 1,000,000 shares authorized and no shares issued and outstanding | ||
Common stock, $0.001 par value, 126,000,000 shares authorized, 44,987,574 issued and 41,817,541 and 41,691,541 outstanding at March 31, 2018 and December 31, 2017, respectively | 45 | 45 |
Additional paid-in capital | 142,536 | 142,385 |
Treasury stock, at cost | (11,525) | (11,983) |
Retained earnings | 43,978 | 21,734 |
Total stockholders' equity | 175,034 | 152,181 |
Total liabilities and stockholders' equity | $ 319,822 | $ 328,550 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 126,000,000 | 126,000,000 |
Common stock, shares issued | 44,987,574 | 44,987,574 |
Common stock, shares outstanding | 41,817,541 | 41,691,541 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 118,899 | $ 110,366 | $ 269,320 | $ 232,486 |
Cost of revenues | 105,150 | 96,005 | 232,773 | 199,396 |
Gross profit | 13,749 | 14,361 | 36,547 | 33,090 |
General and administrative expenses | (13,358) | (10,965) | (25,784) | (21,528) |
Gain on sale of equipment, net | 886 | 2,183 | 1,031 | 2,437 |
Operating income | 16,080 | 5,579 | 26,597 | 13,999 |
Interest expense, net | (253) | (1,096) | (550) | (2,143) |
Other expense | (39) | (105) | (60) | (131) |
Income before provision for income taxes and earnings from investment in joint venture | 15,788 | 4,378 | 25,987 | 11,725 |
Provision for income taxes | 4,770 | 1,578 | 3,973 | 4,364 |
Earnings from investment in joint venture | 230 | 230 | ||
Net income | $ 11,248 | $ 2,800 | $ 22,244 | $ 7,361 |
Net income per share attributable to common stockholders: | ||||
Basic | $ 0.27 | $ 0.07 | $ 0.53 | $ 0.18 |
Diluted | $ 0.27 | $ 0.07 | $ 0.53 | $ 0.18 |
Weighted average number of common shares outstanding: | ||||
Basic | 41,717,024 | 41,502,490 | 41,704,071 | 41,502,490 |
Diluted | 41,910,122 | 41,505,180 | 41,874,442 | 41,502,490 |
Subsidiaries [Member] | Settlement Agreement [Member] | ||||
Settlement income | $ 14,803 | $ 14,803 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] |
Beginning balance at Sep. 30, 2017 | $ 152,181 | $ 45 | $ 142,385 | $ (11,983) | $ 21,734 |
Beginning balance, shares at Sep. 30, 2017 | 41,691,541 | 44,987,574 | |||
Equity-based compensation expense | $ 604 | 604 | |||
Issuance of restricted shares from treasury | 5 | (453) | 458 | ||
Net income | 22,244 | 22,244 | |||
Ending balance at Mar. 31, 2018 | $ 175,034 | $ 45 | $ 142,536 | $ (11,525) | $ 43,978 |
Ending balance, shares at Mar. 31, 2018 | 41,817,541 | 44,987,574 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 22,244 | $ 7,361 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization of long-lived assets | 11,308 | 10,501 |
Amortization of deferred debt issuance costs | 39 | 366 |
Provision for bad debt | 290 | 290 |
Gain on sale of equipment, net | (1,031) | (2,437) |
Equity-based compensation expense | 604 | 156 |
Earnings from investment in joint venture | (230) | |
Deferred income taxes | (3,470) | 23 |
Changes in operating assets and liabilities: | ||
Contracts receivable including retainage, net | 44,811 | 27,896 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (5,540) | (3,078) |
Inventories | (2,342) | (2,535) |
Other current assets | (8,090) | (6,350) |
Other assets | (11,960) | (1,081) |
Accounts payable | (15,078) | (11,258) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (1) | 3,455 |
Accrued expenses and other current liabilities | (3,247) | (4,426) |
Other long-term liabilities | (183) | 511 |
Net cash provided by operating activities | 28,124 | 19,394 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (21,966) | (12,076) |
Proceeds from sales of equipment | 2,487 | 3,254 |
Investment in joint venture | (400) | |
Net cash used in investing activities | (19,879) | (8,822) |
Cash flows from financing activities: | ||
Repayments of revolving credit facility | (5,000) | |
Proceeds from revolving credit facility | 312 | |
Repayments of long-term debt | (5,000) | (7,911) |
Proceeds from reissuance of treasury stock | 5 | |
Common stock dividend paid | (31,292) | |
Net cash used in financing activities | (9,995) | (38,891) |
Net change in cash | (1,750) | (28,319) |
Cash: | ||
Beginning of Period | 27,547 | 51,085 |
End of Period | 25,797 | 22,766 |
Supplemental cash flow information: | ||
Cash paid for interest | 970 | 1,784 |
Cash paid for income taxes | 2,707 | 2,975 |
Non cash investing activities: | ||
Property, plant and equipment financed by accounts payable | $ 2,347 | $ 315 |
General
General | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
General | Note 1—General Business Description Construction Partners, Inc. (the “Company”) is a leading infrastructure and road construction company operating in Alabama, Florida, Georgia, South Carolina and North Carolina through its wholly-owned subsidiaries. The Company provides site development, paving, utility and drainage systems, as well as hot mix asphalt supply. The Company executes projects for a mix of private, municipal, state, and federal customers that are both privately and publicly funded. The majority of the projects are performed under fixed unit price contracts where the ultimate contract amount is based on the fixed unit price applied to actual units of work completed on the project. To a lesser extent, the Company also performs some fixed total price contracts. The Company was formed as a Delaware corporation in 2007 as a holding company for its wholly-owned subsidiary, Construction Partners Holdings, Inc. (“Construction Partners Holdings”), a Delaware corporation incorporated in 1999 and which began operations in 2001 to execute an acquisition growth strategy in the hot mix asphalt paving and construction industry. SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, is the Company’s majority investor and has owned a controlling interest in the Company’s stock since its inception. On September 20, 2017, the Company changed its name from SunTx CPI Growth Company, Inc. to Construction Partners, Inc. Seasonality The use and consumption of our products and services fluctuate some due to seasonality, although we are able to perform construction projects during all twelve months in all of our markets. Warmer and drier weather during the third and fourth quarters of our fiscal year typically result in higher activity and revenues during those quarters. The first and second quarters of our fiscal year typically have lower levels of activity due to adverse weather conditions. The results of operations and cash flows for any fiscal quarter may not be indicative of future results or of the results of operations or cash flows for a full fiscal year. These interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended September 30, 2017 included in the IPO Prospectus. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Construction Partners, Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Consolidated Balance Sheet as of September 30, 2017 was derived from audited financial statements for the year then ended, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) with respect to annual financial statements. In the opinion of management, the unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended September 30, 2017 and notes thereto included in the IPO Prospectus. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. Common share and per share amounts have been retroactively adjusted for all periods presented to give effect to the 25.2 to 1 split of the common stock (the “Stock Split”) described in Note 12 – Subsequent Events Management’s Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, goodwill and intangible assets, allowance for doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience. Actual results could differ materially from those estimates. A description of certain critical accounting policies of the Company is presented below. Additional critical accounting policies and the underlying judgments and uncertainties are described in the notes to the Company’s annual consolidated financial statements for the fiscal year ended September 30, 2017 included in the IPO Prospectus. Emerging Growth Company Construction Partners, Inc. is an “emerging growth company” as defined by the Jumpstart Our Business Startups Act, or “JOBS Act” which was enacted in April 2012. As an emerging growth company, the Company may take advantage of an exemption from being required to comply with new or revised financial accounting standards until the effective date of such standards is applicable to private companies. The JOBS Act provides that a company may elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Contracts Receivable Including Retainage, net Contracts receivable including retainage, net are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by the customer pending completion of a project. It is common in the Company’s industry for a small portion of progress billings of the contract price, typically 10%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with contract terms. Such amounts are also included as contracts receivable including retainage, net. Based on the Company’s experience with similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project. The carrying value of contracts receivable including retainage, net of the allowance for doubtful accounts, represents their estimated net realizable value. Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts, type of service performed, and current economic conditions. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and an adjustment of the contract receivable. Costs and Estimated Earnings on Uncompleted Contracts Billing practices for the Company’s contracts are governed by the contract terms of each project based on progress toward completion approved by the owner, achievement of milestones or pre-agreed percentage-of-completion The current asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues that have been recognized in amounts which have not been billed under the terms of the contracts. Included in costs and estimated earnings in excess of billings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for errors, changes in contract specifications or design, contract change orders in dispute, unapproved as to scope and price, or other customer related causes of unanticipated additional contract costs (claims and unapproved change orders). Such amounts are recorded at estimated net realizable value when realization is probable and can be reasonably estimated. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included when realization is probable and amounts can be reliably determined. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The current liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings to customers in excess of revenues recognized. Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contracts receivable including retainage. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. Concentrations of credit risk associated with these receivables are monitored on an ongoing basis. The Company has not historically experienced significant credit losses due primarily to management’s assessment of customers’ credit ratings. The Company principally deals with recurring customers, state and local governments and local companies whose reputations are known to the Company. Credit checks are performed for significant new customers. Progress payments are generally required for significant projects. The Company generally has the ability to file liens against the customer’s property if payments are not made on a timely basis. No customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at March 31, 2018 or September 30, 2017. Projects performed for various Departments of Transportation accounted for 37.6% and 33.9% of consolidated revenues for the three months ended March 31, 2018 and March 31, 2017, respectively, and 37.4% and 35.4% of consolidated revenues for the six months ended March 31, 2018 and March 31, 2017, respectively. Two customers accounted for more than 10% of consolidated revenues for the periods presented below (unaudited): % of Consolidated for the Three Months % of Consolidated for the Six Months 2018 2017 2018 2017 Alabama Department of Transportation 13.2 % 10.7 % 13.2 % 12.3 % North Carolina Department of Transportation 11.8 % 11.1 % 12.6 % 11.0 % Revenues and Cost Recognition Revenues from the Company’s contracts are recognized on the percentage-of-completion (cost-to-cost The accuracy of revenues and cost of revenues reported on the consolidated financial statements depends on, among other things, management’s estimates of total costs to complete projects. The Company maintains reasonable estimates based on management’s experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may have contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when the estimated recovery is probable and the amount can be reasonably estimated. Contract costs include direct labor and material, amounts paid to subcontractors, direct overhead costs and equipment costs (primarily depreciation, fuel, maintenance and repairs). Income Taxes The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented net by taxing authority and classified as non-current The Company’s policy is to classify income tax related interest and penalties in interest expense and other expenses, respectively. Equity Issuance Costs The Company capitalizes certain third-party fees that are directly associated with in-process |
Contracts Receivable Including
Contracts Receivable Including Retainage, Net | 6 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Contracts Receivable Including Retainage, Net | Note 3—Contracts Receivable Including Retainage, Net Contracts receivable including retainage, net are comprised of the following at March 31, 2018 and September 30, 2017 (in thousands): March 31, 2018 September 30, 2017 (unaudited) Contracts receivable $ 63,688 $ 109,538 Retainage 13,528 13,180 77,216 122,718 Allowance for doubtful accounts (1,333 ) (1,734 ) Contracts receivable including retainage, net $ 75,883 $ 120,984 Retainage receivables have been billed, but are not due until contract completion and acceptance by the customer. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 6 Months Ended |
Mar. 31, 2018 | |
Contractors [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | Note 4—Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2018 and September 30, 2017 consist of the following (in thousands): March 31, 2018 September 30, 2017 (unaudited) Costs on uncompleted contracts $ 545,216 $ 489,661 Estimated earnings to date on uncompleted contracts 68,428 62,193 613,644 551,854 Billings to date on uncompleted contracts (635,619 ) (579,370 ) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (21,975 ) $ (27,516 ) Reconciliation of net billings in excess of costs and estimated earnings on uncompleted contracts to amounts reflected on the Company’s Consolidated Balance Sheet at March 31, 2018 and September 30, 2017 is as follows (in thousands): March 31, 2018 September 30, 2017 (unaudited) Costs and estimated earnings in excess of billings on uncompleted contracts $ 10,132 $ 4,592 Billings in excess of costs and estimated earnings on uncompleted contracts (32,107 ) (32,108 ) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (21,975 ) $ (27,516 ) |
Joint Venture
Joint Venture | 6 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Note 5—Joint Venture In November 2017, one of the Company’s wholly-owned subsidiaries entered into a joint venture agreement (the “JV”) with a third-party for the sole purpose of bidding on and, if awarded, performing a construction project for the Alabama Department of Transportation. The Company and the third-party each own a 50% partnership interest in the JV and share revenue and expenses on a 50/50 basis. The JV is jointly managed by representatives of the Company and the third-party and all labor, material and equipment required to perform the contract is subcontracted to parties which may include both the subsidiary of the Company that is party to the JV and the third-party. The Company accounts for this joint venture as an equity method investment in accordance with U.S. GAAP. Through March 31, 2018, the Company invested approximately $0.4 million into the JV, which is reflected as investment in joint venture on the Consolidated Balance Sheet. During the three and six months ended March 31, 2018, the Company recognized $0.2 million pre-tax |
Debt
Debt | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 6—Debt The Company maintains various credit facilities from time to time to finance acquisitions, the purchase of real estate, construction equipment, asphalt plants and other fixed assets, and for general working capital purposes. Debt at March 31, 2018 and September 30, 2017 consisted of the following (in thousands): March 31, 2018 September 30, 2017 (unaudited) Long-term debt: Compass Term Loan $ 42,500 $ 47,500 Compass Revolving Credit Facility 5,000 10,000 Total long-term debt 47,500 57,500 Deferred debt issuance costs (325 ) (364 ) Current maturities of long-term debt (10,000 ) (10,000 ) Long-term debt, net of current maturities $ 37,175 $ 47,136 Current maturities of debt: Current maturities of long-term debt 10,000 10,000 Total current maturities of debt $ 10,000 $ 10,000 See Note 12 – Subsequent Events |
Equity
Equity | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 7—Equity The following presents changes to the Company’s outstanding shares of common stock and treasury shares for the six months ended March 31, 2018 (unaudited, dollars in thousands): Common Shares Outstanding Treasury Shares Shares Cost Outstanding, September 30, 2017 41,691,541 (3,296,034 ) $ (11,983 ) Issuance of treasury shares 126,000 126,000 458 Outstanding, March 31, 2018 41,817,541 (3,170,034 ) $ (11,525 ) See Note 12 – Subsequent Events |
Equity-based Compensation
Equity-based Compensation | 6 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-based Compensation | Note 8—Equity-based Compensation On February 23, 2018, the Company granted to certain employees an aggregate of 126,000 restricted shares of common stock at a purchase price of $0.04 per share. The Company recorded proceeds of $5,000 from the sale of these restricted shares, which were issued from treasury shares. The Company recorded additional paid-in Half of the shares granted vested on the award date and the remaining 50% of the shares will vest on July 1, 2018, subject to continuous employment. The grant date fair value of the shares was estimated to be $7.78 per share. During the three and six months ended March 31, 2018, the Company recorded compensation expense in connection with these grants in the amount of $0.6 million, which is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income. At March 31, 2018, there was approximately $0.4 million of unrecognized compensation expense related to these awards. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 9—Earnings per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The following summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended 2018 2017 2018 2017 Numerator Net income attributable to common stockholders $ 11,248 $ 2,800 $ 22,244 $ 7,361 Denominator Weighted average number of basic common shares outstanding 41,717,024 41,502,490 41,704,071 41,502,490 Net income per basic common share attributable to common stockholders $ 0.27 $ 0.07 $ 0.53 $ 0.18 Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares and potential dilutive common shares outstanding during the period, determined using the treasury stock method. Securities are excluded from the calculation of diluted earnings per share for any period during which the effect of their inclusion would be anti-dilutive. The following table summarizes the calculation of the weighted-average number of diluted common shares outstanding and the calculation of diluted earnings per share for the periods presented (in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended 2018 2017 2018 2017 Numerator Net income attributable to common stockholders $ 11,248 $ 2,800 $ 22,244 $ 7,361 Denominator Weighted average number of basic common shares outstanding 41,717,024 41,502,490 41,704,071 41,502,490 Effect of dilutive securities: 2016 Equity Incentive Plan options — 2,690 — — 2010 Non-Plan 193,098 — 170,371 — Weighted average number of diluted common shares outstanding: 41,910,122 41,505,180 41,874,442 41,502,490 Net income per diluted common share attributable to common stockholders $ 0.27 $ 0.07 $ 0.53 $ 0.18 The Company had 63,000, 768,985, 63,000 and 958,035 common stock equivalents which were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2018 and 2017 and the six months ended March 31, 2018 and 2017, respectively, because they were anti-dilutive. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 10—Provision for Income Taxes On December 22, 2017, the U.S. government enacted comprehensive tax legislation known as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes broad and complex changes to the U.S. tax code, including a reduction in the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. For the fiscal year ending September 30, 2018, the Company will record its income tax provision based on a blended U.S. statutory tax rate of 24.5%, which is based on a proration of the applicable tax rates before and after the effective date of the Tax Act, and the effect of applicable state income taxes. The federal statutory rate of 21% will apply for fiscal years beginning after September 30, 2018. During the six months ended March 31, 2018, the Company recorded a provisional discrete tax benefit of $3.5 million related to the Tax Act, primarily due to adjusting its U.S. deferred tax liabilities by the same amount, reflecting the reduction in the U.S. federal corporate tax rate. This net reduction in deferred tax liabilities also included the estimated impact on the Company’s net state deferred tax assets. The Company’s effective tax rate for the three months ended March 31, 2018 and 2017 was 29.8% and 36.0%, respectively. The effective tax rate for the three months ended March 31, 2018 was lower than the comparable prior year period primarily due to the decrease in the federal corporate tax rate. Similarly, the Company’s effective tax rate for the six months ended March 31, 2018 and 2017 was 15.2% and 37.2%, respectively, due primarily to the decrease in the federal corporate tax rate and the benefit of a tax credit recorded during the six months ended March 31, 2018 related to the enactment of the Tax Act. The Company has not yet completed its accounting for the income tax effects of certain elements of the Tax Act. In regards to the reduction in the U.S. corporate tax rate, the Company is continuing to analyze the temporary differences that existed on the date of the enactment and the temporary differences originating in the current fiscal year. The Company expects to complete its analysis of the accounting guidance related to the Tax Act and its evaluation of the impacts of the Tax Act by September 30, 2018. |
Related Parties
Related Parties | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 11—Related Parties On December 31, 2017, the Company sold a wholly-owned subsidiary to an immediate family member of a Senior Vice President of the Company in consideration for a note receivable in the amount of $1.0 million, which approximated the net book value of the disposed entity. At March 31, 2018, $0.9 million is reflected on the Company’s Consolidated Balance Sheets representing the remaining balance on this note. In connection with this transaction, the Company also received a note receivable on December 31, 2017 in the amount of $0.9 million representing certain accounts payable of the disposed subsidiary that were paid by the Company. At March 31, 2018, $0.9 million is reflected on the Company’s Consolidated Balance Sheets representing the remaining balance on this note. Principal and interest payments are scheduled to be made in periodic installments from January 2018 through December 2023. On January 30, 2015, the Company entered into a master services subcontract with Austin Trucking, LLC (“Austin Trucking”), an entity owned by an immediate family member of a Senior Vice President of the Company. Pursuant to the agreement, Austin Trucking performs subcontract work for the Company, including trucking services. For these subcontract services, the Company incurred costs of approximately $1.4 million and $1.5 million during each of the three months ended March 31, 2018 and 2017, respectively, and approximately $4.3 million and $4.4 million during the six months ended March 31, 2018 and 2017, respectively, which is included as cost of revenues on the Consolidated Statements of Income. At March 31, 2018 and September 30, 2017, the Company had $0.5 million and $1.0 million, respectively, due to Austin Trucking reflected as accounts payable on its Consolidated Balance Sheets. From time to time, the Company provides construction services to various companies owned by a family member of a Senior Vice President of the Company. For these services, the Company earned approximately $0.3 million and $0.7 million during the three months ended March 31, 2018 and 2017, respectively, and approximately $1.5 million and $1.8 million during the six months ended March 31, 2018 and 2017, respectively, which is included as revenues on the Consolidated Statements of Income. At March 31, 2018 and September 30, 2017, the Company had $4.6 million and $5.3 million, respectively, due from these companies reflected as contracts receivable including retainage, net on its Consolidated Balance Sheets. From time to time, the Company provides construction services to various companies owned by a family member of a Senior Vice President of the Company. For these services, the Company earned approximately $0.1 million during the three months ended March 31, 2018, and approximately $0.2 million during the six months ended March 31, 2018, which is included as revenues on the Consolidated Statements of Income. The Company did not earn any revenues from this company during the three and six months ended March 31, 2017. At March 31, 2018 and September 30, 2017, the Company had $0.6 million and $1.0 million, respectively, due from this company reflected as contracts receivable including retainage, net on its Consolidated Balance Sheets. The Company is party to a management services agreement with SunTx under which the Company pays SunTx $0.25 million per fiscal quarter, as well as reimbursement of certain out-of-pocket In the normal course of business, the Company maintains relationships and engages in transactions with other related parties. Transaction amounts during the three and six months ended March 31, 2018 and 2017 are not material to the Consolidated Statements of Income or to cash flows for those periods. Amounts due to or from such related parties are not material to the Company’s Consolidated Balance Sheets at March 31, 2018 or September 30, 2017. The nature of these relationships and transactions are described in Note 16 to the Company’s audited consolidated financial statements for the year ended September 30, 2017 included in the IPO Prospectus. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—Subsequent Events Acquisition On May 15, 2018, the Company completed the acquisition of 100% of the ongoing operations of The Scruggs Company, a privately-owned infrastructure and road construction company headquartered in Hahira, Georgia, which operates three hot mix asphalt plants, three aggregate mines and one industrial plant. The acquisition complements the Company’s vertically integrated Southeastern U.S. operations, providing new bidding areas in the expanding Georgia market. The purchase price of $51.1 million, excluding certain working capital adjustments, was paid in cash on the date of closing. The Company funded the purchase price with cash on hand plus an additional $22.0 million borrowed under its $50.0 million term loan (the “Term Loan”) under the credit agreement with Compass Bank, as Agent, Sole Lead Arranger and Sole Bookrunner (as amended, the “Compass Credit Agreement”). The additional borrowing is subject to the same terms and conditions as the Term Loan balance outstanding at March 31, 2018. In connection with this additional Term Loan borrowing, the Company entered into an interest rate swap agreement with a notional amount of $11.0 million under which it pays a fixed percentage rate of 3.01% and receives a credit based on the applicable LIBOR rate. The Company is in the process of completing the initial accounting of this acquisition as a business combination in accordance with ASC 805, Business Combinations S-X 3-05. Reclassification and Initial Public Offering On April 23, 2018, the Company amended and restated its certificate of incorporation to effectuate a dual class common stock structure consisting of Class A common stock and Class B common stock, as a result of which each share of common stock, par value $0.001 per share, was reclassified and changed into 25.2 shares of Class B common stock so that all equity holders became the holders of 41,817,537 shares of Class B common stock (the “Reclassification”). The amended and restated certificate of incorporation authorizes 400,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock. All share and per share amounts have been retroactively adjusted for all periods presented to give effect to the Stock Split. On May 8, 2018, the Company completed an initial public offering of 11,250,000 shares of Class A common stock for $12.00 per share. Of these shares, 9,000,000 were sold by the Company, for which the Company received approximately $100.4 million in proceeds, after deducting underwriting discounts and commissions of approximately $7.6 million, and prior to additional total estimated offering expenses of approximately $5.8 million. Of the $5.8 million additional estimated offering expenses, $4.0 million and $2.2 million are reflected as capitalized equity issuance costs included within other current assets on the Consolidated Balance Sheets at March 31, 2018 and September 30, 2017, respectively. The remaining 2,250,000 shares were sold by the holders of Class B common stock, which shares upon sale automatically converted into 2,250,000 shares of Class A common stock, which reduced the issued and outstanding shares of Class B common stock to 39,567,537. The Company did not receive any proceeds from the sale of shares sold by the holders of Class B common stock. On May 24, 2018 the underwriters of the initial public offering partially exercised their over-allotment option to purchase an additional 700,000 shares of our Class A common stock at the initial public offering price of $12.00 per share less the underwriting discount and commissions. Of these shares, 350,000 were sold by the Company for which the Company received approximately $3.9 million in proceeds, after deducting underwriting discounts and commissions of approximately $0.3 million. The remaining 350,000 shares were sold by the holders of Class B common stock, which shares upon sale automatically converted into 350,000 shares of Class A common stock, which reduced the issued and outstanding shares of Class B common stock to 39,217,537. The Company did not receive any proceeds from the sale of shares sold by the holders of Class B common stock. Settlement Agreements On April 19, 2018, certain of the Company’s subsidiaries entered into settlement agreements with a third party, pursuant to which they will receive aggregate net payments of approximately $15.7 million, payable in four equal installments between January 2019 and July 2020, in exchange for releasing and waiving all current and future claims against the third party relating to compensation to the Company for a business interruption event that occurred more than five years ago, which did not directly relate to the Company’s business and which has not, and is not expected to, recur (the “Settlement”). The Company recorded a pre-tax |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Construction Partners, Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Consolidated Balance Sheet as of September 30, 2017 was derived from audited financial statements for the year then ended, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) with respect to annual financial statements. In the opinion of management, the unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended September 30, 2017 and notes thereto included in the IPO Prospectus. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. Common share and per share amounts have been retroactively adjusted for all periods presented to give effect to the 25.2 to 1 split of the common stock (the “Stock Split”) described in Note 12 – Subsequent Events |
Management's Estimates | Management’s Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, goodwill and intangible assets, allowance for doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience. Actual results could differ materially from those estimates. A description of certain critical accounting policies of the Company is presented below. Additional critical accounting policies and the underlying judgments and uncertainties are described in the notes to the Company’s annual consolidated financial statements for the fiscal year ended September 30, 2017 included in the IPO Prospectus. |
Emerging Growth Company | Emerging Growth Company Construction Partners, Inc. is an “emerging growth company” as defined by the Jumpstart Our Business Startups Act, or “JOBS Act” which was enacted in April 2012. As an emerging growth company, the Company may take advantage of an exemption from being required to comply with new or revised financial accounting standards until the effective date of such standards is applicable to private companies. The JOBS Act provides that a company may elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Contracts Receivable Including Retainage, net | Contracts Receivable Including Retainage, net Contracts receivable including retainage, net are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by the customer pending completion of a project. It is common in the Company’s industry for a small portion of progress billings of the contract price, typically 10%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with contract terms. Such amounts are also included as contracts receivable including retainage, net. Based on the Company’s experience with similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project. The carrying value of contracts receivable including retainage, net of the allowance for doubtful accounts, represents their estimated net realizable value. Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts, type of service performed, and current economic conditions. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and an adjustment of the contract receivable. |
Costs and Estimated Earnings on Uncompleted Contracts | Costs and Estimated Earnings on Uncompleted Contracts Billing practices for the Company’s contracts are governed by the contract terms of each project based on progress toward completion approved by the owner, achievement of milestones or pre-agreed percentage-of-completion The current asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues that have been recognized in amounts which have not been billed under the terms of the contracts. Included in costs and estimated earnings in excess of billings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for errors, changes in contract specifications or design, contract change orders in dispute, unapproved as to scope and price, or other customer related causes of unanticipated additional contract costs (claims and unapproved change orders). Such amounts are recorded at estimated net realizable value when realization is probable and can be reasonably estimated. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included when realization is probable and amounts can be reliably determined. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The current liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings to customers in excess of revenues recognized. |
Concentration of Risks | Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contracts receivable including retainage. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. Concentrations of credit risk associated with these receivables are monitored on an ongoing basis. The Company has not historically experienced significant credit losses due primarily to management’s assessment of customers’ credit ratings. The Company principally deals with recurring customers, state and local governments and local companies whose reputations are known to the Company. Credit checks are performed for significant new customers. Progress payments are generally required for significant projects. The Company generally has the ability to file liens against the customer’s property if payments are not made on a timely basis. No customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at March 31, 2018 or September 30, 2017. Projects performed for various Departments of Transportation accounted for 37.6% and 33.9% of consolidated revenues for the three months ended March 31, 2018 and March 31, 2017, respectively, and 37.4% and 35.4% of consolidated revenues for the six months ended March 31, 2018 and March 31, 2017, respectively. Two customers accounted for more than 10% of consolidated revenues for the periods presented below (unaudited): % of Consolidated for the Three Months % of Consolidated for the Six Months 2018 2017 2018 2017 Alabama Department of Transportation 13.2 % 10.7 % 13.2 % 12.3 % North Carolina Department of Transportation 11.8 % 11.1 % 12.6 % 11.0 % |
Revenues and Cost Recognition | Revenues and Cost Recognition Revenues from the Company’s contracts are recognized on the percentage-of-completion (cost-to-cost The accuracy of revenues and cost of revenues reported on the consolidated financial statements depends on, among other things, management’s estimates of total costs to complete projects. The Company maintains reasonable estimates based on management’s experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may have contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when the estimated recovery is probable and the amount can be reasonably estimated. Contract costs include direct labor and material, amounts paid to subcontractors, direct overhead costs and equipment costs (primarily depreciation, fuel, maintenance and repairs). |
Income Taxes | Income Taxes The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented net by taxing authority and classified as non-current The Company’s policy is to classify income tax related interest and penalties in interest expense and other expenses, respectively. |
Equity Issuance Costs | Equity Issuance Costs The Company capitalizes certain third-party fees that are directly associated with in-process |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation of Revenues | Two customers accounted for more than 10% of consolidated revenues for the periods presented below (unaudited): % of Consolidated for the Three Months % of Consolidated for the Six Months 2018 2017 2018 2017 Alabama Department of Transportation 13.2 % 10.7 % 13.2 % 12.3 % North Carolina Department of Transportation 11.8 % 11.1 % 12.6 % 11.0 % |
Contracts Receivable Includin21
Contracts Receivable Including Retainage, Net (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Contracts Receivable Including Retainage, Net | Contracts receivable including retainage, net are comprised of the following at March 31, 2018 and September 30, 2017 (in thousands): March 31, 2018 September 30, 2017 (unaudited) Contracts receivable $ 63,688 $ 109,538 Retainage 13,528 13,180 77,216 122,718 Allowance for doubtful accounts (1,333 ) (1,734 ) Contracts receivable including retainage, net $ 75,883 $ 120,984 |
Costs and Estimated Earnings 22
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Contractors [Abstract] | |
Costs and Estimated Earnings Compared to Billings on Uncompleted Contracts | Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2018 and September 30, 2017 consist of the following (in thousands): March 31, 2018 September 30, 2017 (unaudited) Costs on uncompleted contracts $ 545,216 $ 489,661 Estimated earnings to date on uncompleted contracts 68,428 62,193 613,644 551,854 Billings to date on uncompleted contracts (635,619 ) (579,370 ) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (21,975 ) $ (27,516 ) |
Reconciliation of Net Billings in Excess of Costs and Estimated Earnings to Amounts Reflected on Company's Consolidated Balance Sheet | Reconciliation of net billings in excess of costs and estimated earnings on uncompleted contracts to amounts reflected on the Company’s Consolidated Balance Sheet at March 31, 2018 and September 30, 2017 is as follows (in thousands): March 31, 2018 September 30, 2017 (unaudited) Costs and estimated earnings in excess of billings on uncompleted contracts $ 10,132 $ 4,592 Billings in excess of costs and estimated earnings on uncompleted contracts (32,107 ) (32,108 ) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (21,975 ) $ (27,516 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt at March 31, 2018 and September 30, 2017 consisted of the following (in thousands): March 31, 2018 September 30, 2017 (unaudited) Long-term debt: Compass Term Loan $ 42,500 $ 47,500 Compass Revolving Credit Facility 5,000 10,000 Total long-term debt 47,500 57,500 Deferred debt issuance costs (325 ) (364 ) Current maturities of long-term debt (10,000 ) (10,000 ) Long-term debt, net of current maturities $ 37,175 $ 47,136 Current maturities of debt: Current maturities of long-term debt 10,000 10,000 Total current maturities of debt $ 10,000 $ 10,000 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Company's Outstanding Shares of Common Stock and Treasury Shares | The following presents changes to the Company’s outstanding shares of common stock and treasury shares for the six months ended March 31, 2018 (unaudited, dollars in thousands): Common Shares Outstanding Treasury Shares Shares Cost Outstanding, September 30, 2017 41,691,541 (3,296,034 ) $ (11,983 ) Issuance of treasury shares 126,000 126,000 458 Outstanding, March 31, 2018 41,817,541 (3,170,034 ) $ (11,525 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of the Weighted Average Number of Basic and Diluted Common Shares Outstanding and the Calculation of Basic and Diluted Earnings Per Share | The following summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended 2018 2017 2018 2017 Numerator Net income attributable to common stockholders $ 11,248 $ 2,800 $ 22,244 $ 7,361 Denominator Weighted average number of basic common shares outstanding 41,717,024 41,502,490 41,704,071 41,502,490 Net income per basic common share attributable to common stockholders $ 0.27 $ 0.07 $ 0.53 $ 0.18 The following table summarizes the calculation of the weighted-average number of diluted common shares outstanding and the calculation of diluted earnings per share for the periods presented (in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended 2018 2017 2018 2017 Numerator Net income attributable to common stockholders $ 11,248 $ 2,800 $ 22,244 $ 7,361 Denominator Weighted average number of basic common shares outstanding 41,717,024 41,502,490 41,704,071 41,502,490 Effect of dilutive securities: 2016 Equity Incentive Plan options — 2,690 — — 2010 Non-Plan 193,098 — 170,371 — Weighted average number of diluted common shares outstanding: 41,910,122 41,505,180 41,874,442 41,502,490 Net income per diluted common share attributable to common stockholders $ 0.27 $ 0.07 $ 0.53 $ 0.18 |
Significant Accounting Polici26
Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017 | Mar. 31, 2018USD ($)Customer | Mar. 31, 2017Customer | Sep. 30, 2017USD ($)Customer | |
Summary Of Accounting Policies [Line Items] | |||||
Common stock split conversion ratio | 25.2 | ||||
Stockholders equity note, stock split | Common share and per share amounts have been retroactively adjusted for all periods presented to give effect to the 25.2 to 1 split of the common stock (the "Stock Split") | ||||
Percentage of progress billings or contract price, to be withheld by customer until project completed in accordance with contract terms | 10.00% | 10.00% | |||
Prepaid Expense [Member] | |||||
Summary Of Accounting Policies [Line Items] | |||||
Capitalized equity issuance costs | $ | $ 4 | $ 4 | $ 2.2 | ||
Revenues [Member] | Customer Concentration Risk [Member] | |||||
Summary Of Accounting Policies [Line Items] | |||||
Number of customers accounted for more than 10% | 2 | 2 | |||
Revenues [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||||
Summary Of Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Department of Transportation [Member] | |||||
Summary Of Accounting Policies [Line Items] | |||||
Concentration risk percentage | 37.60% | 33.90% | 37.40% | 35.40% | |
Contract Receivable Retainage [Member] | Credit Concentration Risk [Member] | |||||
Summary Of Accounting Policies [Line Items] | |||||
Number of customers accounted for more than 10% | 0 | 0 | |||
Contract Receivable Retainage [Member] | Credit Concentration Risk [Member] | Maximum [Member] | |||||
Summary Of Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% |
Significant Accounting Polici27
Significant Accounting Policies - Consolidation of Revenues (Detail) - Revenues [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Alabama Department of Transportation [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.20% | 10.70% | 13.20% | 12.30% |
North Carolina Department of Transportation [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.80% | 11.10% | 12.60% | 11.00% |
Contracts Receivable includin28
Contracts Receivable including Retainage, net - Schedule of Contracts Receivable Including Retainage, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Receivables [Abstract] | ||
Contracts receivable | $ 63,688 | $ 109,538 |
Retainage | 13,528 | 13,180 |
Contracts receivable including retainage, gross | 77,216 | 122,718 |
Allowance for doubtful accounts | (1,333) | (1,734) |
Contracts receivable including retainage, net | $ 75,883 | $ 120,984 |
Costs and Estimated Earnings 29
Costs and Estimated Earnings on Uncompleted Contracts - Cost and Estimated Earnings Compared to Billings on Uncompleted Contracts (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Contractors [Abstract] | ||
Costs on uncompleted contracts | $ 545,216 | $ 489,661 |
Estimated earnings to date on uncompleted contracts | 68,428 | 62,193 |
Costs and estimated earnings to date on uncompleted contracts | 613,644 | 551,854 |
Billings to date on uncompleted contracts | (635,619) | (579,370) |
Net billings in excess of costs and estimated earnings on uncompleted contracts | $ (21,975) | $ (27,516) |
Costs and Estimated Earnings 30
Costs and Estimated Earnings on Uncompleted Contracts - Reconciliation of Net Billings in Excess of Costs and Estimated Earnings to Amounts Reflected on the Company's Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Contractors [Abstract] | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 10,132 | $ 4,592 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (32,107) | (32,108) |
Net billings in excess of costs and estimated earnings on uncompleted contracts | $ (21,975) | $ (27,516) |
Joint Venture - Additional Info
Joint Venture - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment | $ 630 | $ 630 |
Earnings from equity method investment | $ 230 | $ 230 |
Joint Ventures [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Partnership interest | 50.00% | 50.00% |
Equity method investment description of principal activities | share revenue and expenses on a 50/50 basis. | |
Equity method investment | $ 400 | $ 400 |
Earnings from equity method investment | $ 200 | $ 200 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Long-term debt: | ||
Total long-term debt | $ 47,500 | $ 57,500 |
Deferred debt issuance costs | (325) | (364) |
Current maturities of long-term debt | (10,000) | (10,000) |
Long-term debt, net of current maturities | 37,175 | 47,136 |
Current maturities of debt: | ||
Current maturities of long-term debt | 10,000 | 10,000 |
Total current maturities of debt | 10,000 | 10,000 |
Compass Term Loan [Member] | ||
Long-term debt: | ||
Total long-term debt | 42,500 | 47,500 |
Compass Revolving Credit Facility [Member] | ||
Long-term debt: | ||
Total long-term debt | $ 5,000 | $ 10,000 |
Equity - Schedule of Company's
Equity - Schedule of Company's Outstanding Shares of Common Stock and Treasury Shares (Detail) $ in Thousands | 6 Months Ended |
Mar. 31, 2018USD ($)shares | |
Schedule Of Stockholders Equity [Line Items] | |
Beginning balance, shares | 41,691,541 |
Ending balance, shares | 41,817,541 |
Treasury shares outstanding, Beginning balance | (3,296,034) |
Treasury shares outstanding, Ending balance | (3,170,034) |
Treasury shares cost, Beginning balance | $ | $ (11,983) |
Issuance of treasury shares | $ | 5 |
Treasury shares cost, Ending balance | $ | $ (11,525) |
Treasury Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Issuance of treasury shares | 126,000 |
Issuance of treasury shares | $ | $ 458 |
Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Beginning balance, shares | 44,987,574 |
Issuance of treasury shares | 126,000 |
Ending balance, shares | 44,987,574 |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Feb. 23, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from reissuance of treasury stock | $ 5 | ||
Issuance of restricted shares from treasury | $ 5 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 126,000 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 0.04 | $ 7.78 | |
Unrecognized compensation expense | $ 400 | $ 400 | |
Restricted Stock [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 600 | $ 600 | |
Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 50.00% | ||
Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 50.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting rights | 50% of the shares will vest on July 1, 2018, | ||
Additional Paid-in Capital [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of restricted shares from treasury | $ (453) |
Earnings per Share - Summary of
Earnings per Share - Summary of Weighted Average Number of Basic Common Shares Outstanding and the Calculation of Basic Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator | ||||
Net income attributable to common stockholders | $ 11,248 | $ 2,800 | $ 22,244 | $ 7,361 |
Denominator | ||||
Weighted average number of basic common shares outstanding | 41,717,024 | 41,502,490 | 41,704,071 | 41,502,490 |
Net income per basic common share attributable to common stockholders | $ 0.27 | $ 0.07 | $ 0.53 | $ 0.18 |
Earnings per Share - Summary 36
Earnings per Share - Summary of Calculation of the Weighted Average Number of Diluted Common Shares Outstanding and the Calculation of Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator | ||||
Net income attributable to common stockholders | $ 11,248 | $ 2,800 | $ 22,244 | $ 7,361 |
Denominator | ||||
Weighted average number of basic common shares outstanding | 41,717,024 | 41,502,490 | 41,704,071 | 41,502,490 |
Effect of dilutive securities: | ||||
Weighted average number of diluted common shares outstanding: | 41,910,122 | 41,505,180 | 41,874,442 | 41,502,490 |
Net income per diluted common share attributable to common stockholders | $ 0.27 | $ 0.07 | $ 0.53 | $ 0.18 |
2016 Equity Incentive Plan Options [Member] | ||||
Effect of dilutive securities: | ||||
Dilutive options | 2,690 | |||
2010 Non-Plan Stock Options Agreement Options [Member] | ||||
Effect of dilutive securities: | ||||
Dilutive options | 193,098 | 170,371 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Common stock excluded from calculation of diluted earnings per share | 63,000 | 768,985 | 63,000 | 958,035 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | |
Corporate tax rate | 29.80% | 35.00% | 36.00% | 15.20% | 37.20% | |
Provisional discrete tax benefit | $ 3.5 | |||||
Scenario, Plan [Member] | ||||||
Corporate tax rate | 21.00% | |||||
Income tax provision based on a blended U.S. statutory tax rate | 24.50% |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||||
Cost of revenues | $ 105,150,000 | $ 96,005,000 | $ 232,773,000 | $ 199,396,000 | ||
Accounts payable | 37,324,000 | 37,324,000 | $ 52,402,000 | |||
Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 1,000,000 | |||||
Related Parties [Member] | Construction Services One [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 300,000 | 700,000 | 1,500,000 | 1,800,000 | ||
Contract receivable | 4,600,000 | 4,600,000 | 5,300,000 | |||
Related Parties [Member] | Construction Services Two [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 100,000 | 0 | 200,000 | 0 | ||
Contract receivable | 600,000 | 600,000 | 1,000,000 | |||
Austin Trucking [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of revenues | 1,400,000 | 1,500,000 | 4,300,000 | 4,400,000 | ||
Accounts payable | 500,000 | 500,000 | $ 1,000,000 | |||
SunTx [Member] | Management Service Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | 250,000 | |||||
Payment to related party | 300,000 | $ 400,000 | 700,000 | $ 700,000 | ||
SunTx [Member] | Management Service Agreement [Member] | Other Noncurrent Assets [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | 100,000 | |||||
Accounts Payable [Member] | Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 900,000 | $ 900,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | May 24, 2018USD ($)$ / sharesshares | May 15, 2018USD ($)PlantMineral_Property | May 08, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Apr. 23, 2018$ / sharesshares | Apr. 19, 2018USD ($)Installments |
Subsequent Event [Line Items] | ||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock shares issued | shares | 44,987,574 | 44,987,574 | 44,987,574 | |||||
Common stock shares authorized | shares | 126,000,000 | 126,000,000 | 126,000,000 | |||||
Common stock shares outstanding | shares | 41,817,541 | 41,817,541 | 41,691,541 | |||||
Other current receivables | $ 3,900,000 | $ 3,900,000 | ||||||
Other non current receivables | 10,900,000 | 10,900,000 | ||||||
Subsidiaries [Member] | Settlement Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Gain related to litigation settlement before tax | 14,803,000 | 14,803,000 | ||||||
Other Current Assets [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Offering Cost reflected as capitalized equity issuance costs | 4,000,000 | $ 2,200,000 | ||||||
Scruggs Company [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisitions pro forma revenue | 0 | 0 | ||||||
Business acquisition pro forma results of operations | $ 0 | $ 0 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ / shares | $ 12 | |||||||
Subsequent Event [Member] | Subsidiaries [Member] | Settlement Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Settlement agreements, receivable | $ 15,700,000 | |||||||
Settlement agreements, number of equal installments | Installments | 4 | |||||||
Subsequent Event [Member] | Class A and Class B Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock par value | $ / shares | $ 0.001 | |||||||
Subsequent Event [Member] | Common Class B [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion rate to reclassify common stock to class B shares | 25.2 | |||||||
Common stock shares issued | shares | 39,217,537 | 39,567,537 | 41,817,537 | |||||
Common stock shares authorized | shares | 100,000,000 | |||||||
Conversion of Common stock B into shares of common stock A | shares | 350,000 | 2,250,000 | ||||||
Common stock shares outstanding | shares | 39,217,537 | 39,567,537 | ||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock shares authorized | shares | 400,000,000 | |||||||
Common stock shares issued | shares | 700,000 | 11,250,000 | ||||||
Share price | $ / shares | $ 12 | |||||||
Subsequent Event [Member] | Common Class A [Member] | Directly Sold by The Company [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock shares issued | shares | 350,000 | 9,000,000 | ||||||
Proceeds from issuance initial public offering | $ 3,900,000 | $ 100,400,000 | ||||||
Underwriting discounts and commissions | $ 300,000 | 7,600,000 | ||||||
Estimated offering expenses | $ 5,800,000 | |||||||
Subsequent Event [Member] | Common Class A [Member] | Common Class B Shareholders [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock shares issued | shares | 350,000 | 2,250,000 | ||||||
Subsequent Event [Member] | Scruggs Company [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition percentage of interest acquired | 100.00% | |||||||
Number of hot mix asphalt plants acquired | Plant | 3 | |||||||
Number of aggregate mines acquired | Mineral_Property | 3 | |||||||
Number of industrial plant acquired | Plant | 1 | |||||||
Business acquisition, purchase price | $ 51,100,000 | |||||||
Subsequent Event [Member] | Scruggs Company [Member] | Compass Term Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business acquisition, term loan borrowing | 22,000,000 | |||||||
Debt Instrument, Face Amount | 50,000,000 | |||||||
Subsequent Event [Member] | Scruggs Company [Member] | Compass Term Loan [Member] | Interest Rate Swap [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Swap agreement, notional amount | $ 11,000,000 | |||||||
Term Loan, fixed percentage rate | 3.01% |