Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Nov. 21, 2022 | Mar. 31, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2022 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 001-38479 | ||
Entity Registrant Name | CONSTRUCTION PARTNERS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-0758017 | ||
Entity Address, Address Line One | 290 Healthwest Drive, Suite 2 | ||
Entity Address, City or Town | Dothan | ||
Entity Address, State or Province | AL | ||
Entity Address, Postal Zip Code | 36303 | ||
City Area Code | 334 | ||
Local Phone Number | 673-9763 | ||
Title of 12(b) Security | Class A common stock, par value $0.001 | ||
Trading Symbol | ROAD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,038,616,180 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended September 30, 2022 in connection with the registrant’s 2023 annual meeting of stockholders are incorporated by reference into Part III of this report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001718227 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 41,338,192 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 11,352,915 |
Audit Information
Audit Information | 12 Months Ended |
Sep. 30, 2022 | |
Auditor [Line Items] | |
Auditor Firm ID | 49 |
Auditor Name | RSM US LLP |
Auditor Location | Birmingham, Alabama |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 35,531,000 | $ 57,251,000 |
Restricted cash | 28,261 | 0 |
Contracts receivable including retainage, net | 265,207,000 | 158,170,000 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 29,271,000 | 23,023,000 |
Inventories | 74,195,000 | 53,792,000 |
Prepaid expenses and other current assets | 12,957,000 | 7,790,000 |
Total current assets | 417,189,000 | 300,026,000 |
Property, plant and equipment, net | 481,412,000 | 404,832,000 |
Operating lease right-of-use assets | 13,985,000 | 6,535,000 |
Goodwill | 129,465,000 | 85,422,000 |
Intangible assets, net | 15,976,000 | 4,163,000 |
Investment in joint venture | 87,000 | 108,000 |
Restricted investments | 6,866,000 | 0 |
Other assets | 30,541,000 | 5,534,000 |
Total assets | 1,095,521,000 | 806,620,000 |
Current liabilities: | ||
Accounts payable | 130,468,000 | 86,390,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 52,477,000 | 33,719,000 |
Current portion of operating lease liabilities | 2,209,000 | 1,395,000 |
Current maturities of long-term debt | 12,500,000 | 10,000,000 |
Accrued expenses and other current liabilities | 28,484,000 | 26,459,000 |
Total current liabilities | 226,138,000 | 157,963,000 |
Long-term liabilities: | ||
Long-term debt, net of current maturities and debt issuance costs | 363,066,000 | 206,175,000 |
Operating lease liabilities, net of current portion | 12,059,000 | 5,302,000 |
Deferred income taxes, net | 26,713,000 | 17,362,000 |
Other long-term liabilities | 11,666,000 | 10,919,000 |
Total long-term liabilities | 413,504,000 | 239,758,000 |
Total liabilities | 639,642,000 | 397,721,000 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2022 and September 30, 2021 and no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 256,571,000 | 248,571,000 |
Accumulated other comprehensive income (loss), net | 17,620,000 | (23,000) |
Retained earnings | 197,274,000 | 175,898,000 |
Total stockholders’ equity | 455,879,000 | 408,899,000 |
Total liabilities and stockholders’ equity | 1,095,521,000 | 806,620,000 |
Parent Company | Construction Partners Inc | ||
Current assets: | ||
Cash and cash equivalents | 43,130,000 | 65,225,000 |
Prepaid expenses and other current assets | 2,995,000 | 1,063,000 |
Total current assets | 46,125,000 | 66,288,000 |
Property, plant and equipment, net | 4,646,000 | 5,160,000 |
Investment in joint venture | 409,245,000 | |
Total assets | 581,977,000 | 483,599,000 |
Current liabilities: | ||
Current maturities of long-term debt | 1,204,000 | 238,000 |
Accrued expenses and other current liabilities | 3,477,000 | 2,970,000 |
Total current liabilities | 4,681,000 | 49,512,000 |
Long-term liabilities: | ||
Long-term debt, net of current maturities and debt issuance costs | 77,589,000 | 24,440,000 |
Deferred income taxes, net | 4,553,000 | 0 |
Total long-term liabilities | 121,417,000 | 25,188,000 |
Total liabilities | 126,098,000 | 74,700,000 |
Stockholders’ Equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2022 and September 30, 2021 and no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 256,571,000 | 248,571,000 |
Accumulated other comprehensive income (loss), net | 17,620,000 | (23,000) |
Retained earnings | 197,274,000 | 175,898,000 |
Total stockholders’ equity | 455,879,000 | 408,899,000 |
Total liabilities and stockholders’ equity | 581,977,000 | 483,599,000 |
Class A Common Stock | ||
Stockholders’ Equity: | ||
Common stock, value | 41,000 | 37,000 |
Treasury stock | $ (39,000) | $ 0 |
Common stock, shares, outstanding | 41,193,024 | 36,600,639 |
Class A Common Stock | Parent Company | Construction Partners Inc | ||
Stockholders’ Equity: | ||
Common stock, value | $ 41,000 | $ 37,000 |
Treasury stock | $ (39,000) | $ 0 |
Common stock, shares, outstanding | 41,193,024 | 36,600,639 |
Class B Common Stock | ||
Stockholders’ Equity: | ||
Common stock, value | $ 15,000 | $ 19,000 |
Treasury stock | $ (15,603,000) | $ (15,603,000) |
Common stock, shares, outstanding | 11,352,915 | 15,691,839 |
Class B Common Stock | Parent Company | Construction Partners Inc | ||
Stockholders’ Equity: | ||
Common stock, value | $ 15,000 | $ 19,000 |
Treasury stock | $ (15,603,000) | $ (15,603,000) |
Common stock, shares, outstanding | 11,352,915 | 15,691,839 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 2,922,952 | 2,922,952 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 41,195,730 | 36,600,639 |
Common stock, shares outstanding (in shares) | 41,193,024 | 36,600,639 |
Treasury stock, shares (in shares) | 2,706 | 0 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 14,275,867 | 18,614,791 |
Common stock, shares outstanding (in shares) | 11,352,915 | 15,691,839 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 1,301,674 | $ 910,739 | $ 785,679 |
Cost of revenues | 1,162,372 | 790,803 | 663,467 |
Gross profit | 139,302 | 119,936 | 122,212 |
General and administrative expenses | (107,562) | (91,878) | (68,597) |
Gain on sale of equipment, net | 3,673 | 2,043 | 1,616 |
Operating income | 35,413 | 30,101 | 55,231 |
Interest expense, net | (7,701) | (2,404) | (3,113) |
Other income | 600 | 819 | 336 |
Income before provision for income taxes and earnings from investment in joint venture | 28,312 | 28,516 | 52,454 |
Provision for income taxes | 6,915 | 8,349 | 12,760 |
Earnings (loss) from investment in joint venture | (21) | 10 | 603 |
Net income | 21,376 | 20,177 | 40,297 |
Other comprehensive income (loss), net of tax | |||
Unrealized gain (loss) on interest rate swap contract, net | 18,091 | (23) | 0 |
Unrealized (loss) on restricted investments, net | (448) | 0 | 0 |
Other comprehensive income (loss) | 17,643 | (23) | 0 |
Comprehensive income | $ 39,019 | $ 20,154 | $ 40,297 |
Net income per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Diluted (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 51,773,559 | 51,636,955 | 51,489,211 |
Diluted (in shares) | 51,957,420 | 51,773,213 | 51,636,934 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive (Loss), net | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Class A Common Stock Common Stock | Class B Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Sep. 30, 2019 | 32,597,736 | 22,106,961 | ||||||||
Beginning balance at Sep. 30, 2019 | $ 343,550 | $ (222) | $ 243,452 | $ (15,603) | $ 0 | $ 115,646 | $ (222) | $ 33 | $ 22 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 1,278,148 | (1,278,148) | ||||||||
Conversion of Class B common stock to Class A common stock | 0 | $ 1 | $ (1) | |||||||
Equity-based compensation expense | 1,570 | 1,570 | ||||||||
Net income | 40,297 | 40,297 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 33,875,884 | 20,828,813 | ||||||||
Ending balance at Sep. 30, 2020 | 385,195 | 245,022 | (15,603) | 0 | 155,721 | $ 34 | $ 21 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,214,022 | (2,214,022) | ||||||||
Conversion of Class B common stock to Class A common stock | 0 | $ 2 | $ (2) | |||||||
Issuance of stock grant awards (in shares) | 510,733 | |||||||||
Issuance of stock grant awards | 1 | $ 1 | ||||||||
Equity-based compensation expense | 3,549 | 3,549 | ||||||||
Other comprehensive (loss) | (23) | (23) | ||||||||
Net income | 20,177 | 20,177 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 36,600,639 | 18,614,791 | ||||||||
Ending balance at Sep. 30, 2021 | 408,899 | 248,571 | (15,603) | (23) | 175,898 | $ 37 | $ 19 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 4,338,924 | 4,338,924 | (4,338,924) | |||||||
Conversion of Class B common stock to Class A common stock | 0 | $ 4 | $ (4) | |||||||
Issuance of stock grant awards (in shares) | 256,167 | |||||||||
Issuance of stock grant awards | 0 | $ 0 | ||||||||
Equity-based compensation expense | 8,000 | 8,000 | ||||||||
Purchase of treasury stock | (39) | (39) | ||||||||
Other comprehensive (loss) | 17,643 | 17,643 | ||||||||
Net income | 21,376 | 21,376 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 41,195,730 | 14,275,867 | ||||||||
Ending balance at Sep. 30, 2022 | $ 455,879 | $ 256,571 | $ (15,642) | $ 17,620 | $ 197,274 | $ 41 | $ 15 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 21,376 | $ 20,177 | $ 40,297 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion, accretion and amortization | 65,730 | 49,806 | 39,301 |
Amortization of deferred debt issuance costs | 216 | 275 | 170 |
Unrealized loss (gain) on derivative instruments | (382) | (3,209) | 1,900 |
Provision for bad debt | (947) | 784 | 705 |
Gain on sale of equipment | (3,673) | (2,043) | (1,616) |
Equity-based compensation expense | 8,000 | 3,549 | 1,570 |
Loss (earnings) from investment in joint venture | 21 | (10) | (603) |
Distribution of earnings from investment in joint venture | 0 | 100 | 540 |
Deferred income taxes | 5,966 | 3,745 | 3,310 |
Other non-cash adjustments | 40 | (46) | (5) |
Changes in operating assets and liabilities: | |||
Contracts receivable including retainage | (97,075) | (27,074) | 7,407 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (6,123) | (15,150) | 4,157 |
Inventories | (17,513) | (3,932) | (1,183) |
Prepaid expenses and other current assets | (4,912) | (1,759) | 8,103 |
Other assets | (955) | (2,928) | 500 |
Accounts payable | 41,319 | 20,201 | (5,710) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 15,635 | 15 | 2,589 |
Accrued expenses and other current liabilities | (11,559) | 3,848 | 3,086 |
Other long-term liabilities | 1,334 | 2,151 | 655 |
Net cash (used in) provided by operating activities | 16,498 | 48,500 | 105,173 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (68,851) | (56,332) | (52,574) |
Proceeds from sale of equipment | 7,525 | 3,654 | 3,041 |
Business acquisitions, net of cash acquired | (128,568) | (210,734) | (30,191) |
Purchase of restricted investments | (7,432) | 0 | 0 |
Return of investment in joint venture | 0 | 0 | 361 |
Net cash used in investing activities | (197,326) | (263,412) | (79,363) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net of debt issuance costs and discount | 167,300 | 219,197 | 72,299 |
Principal payments of long-term debt | (8,125) | (95,350) | (30,412) |
Purchase of treasury stock | (39) | 0 | 0 |
Net cash provided by financing activities | 159,136 | 123,847 | 41,887 |
Net change in cash, cash equivalents and restricted cash | (21,692) | (91,065) | 67,697 |
Cash, cash equivalents and restricted cash: | |||
Beginning of year | 57,251 | 148,316 | 80,619 |
End of year | 35,559 | 57,251 | 148,316 |
Supplemental cash flow information: | |||
Cash paid for interest | 9,289 | 3,197 | 2,041 |
Cash paid for income taxes | 1,372 | 6,218 | 9,905 |
Cash paid for operating lease liabilities | 2,396 | 2,532 | 3,228 |
Non-cash items: | |||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 9,629 | 2,338 | 1,516 |
Property, plant and equipment financed with accounts payable | 2,587 | 3,408 | 2,761 |
Amounts payable to sellers in business combinations | 664 | 1,457 | 0 |
Non-compete agreements to seller in business combination | $ 0 | $ 1,200 | $ 0 |
General
General | 12 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Business Description Construction Partners, Inc. (the “Company”) is a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina and South Carolina. Through its wholly-owned subsidiaries, the Company provides a variety of products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. The Company’s primary operations consist of (i) manufacturing and distributing hot mix asphalt (“HMA”) for both internal use and sales to third parties in connection with construction projects, (ii) paving activities, including the construction of roadway base layers and application of asphalt pavement, (iii) site development, including the installation of utility and drainage systems, (iv) mining aggregates, such as sand, gravel and construction stone, that are used as raw materials in the production of HMA and for sales to third parties, and (v) distributing liquid asphalt cement for both internal use and sales to third parties in connection with HMA production. The Company was formed as a Delaware corporation in 2007 as a holding company to facilitate an acquisition growth strategy in the HMA 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 the Company’s inception. On October 1, 2021, Construction Partners Risk Management, Inc. (the "Captive"), a captive insurance company and wholly-owned subsidiary of the Company, commenced operations. The purpose of the Captive is to provide general liability, automobile liability and workers’ compensation insurance coverage to the Company and its subsidiaries. Management’s Estimates |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk. Restricted Cash Restricted cash represents cash held in a fiduciary capacity by the Captive for the payment of casualty insurance claims for the Company and its subsidiaries. The Company had restricted cash of $28,261 and $0 at September 30, 2022 and 2021, respectively. Restricted Investments The Company's restricted investments consist of debt securities, which are held in a fiduciary capacity by the Captive for the payment of casualty insurance claims for the Company and its subsidiaries. The Company determines the classification of its securities at the time of purchase and re-evaluates the determination at each balance sheet date. The Company has classified these securities as available-for-sale. As a result, these securities are carried at their fair value. Purchases and sales of debt securities are recorded on the trade date. Interest income on debt securities is recorded when earned using an "effective yield method." Unrealized gains and losses are reported as components of accumulated other comprehensive income (loss), net. These securities have been classified as non-current assets based on their respective maturity dates. The Company had restricted investments of $6.9 million and $0.0 million at September 30, 2022 and 2021, respectively. The Company evaluates its available-for-sale debt securities quarterly to determine if there has been a decline in the fair value below the amortized cost due to credit losses or other factors. This evaluation process entails judgement by the Company, and considers factors including the issuer's financial condition and near-term prospects, future economic conditions, interest rate changes and changes in the rating of the security. When the Company has determined that it has an intent to sell, or it is more likely than not that the Company will be required to sell a security before it recovers its amortized cost basis above fair value, the individual security is written down to fair value, with a corresponding charge to Other income within the Consolidated Statements of Comprehensive Income. For available-for-sale debt securities that do not meet the intent impairment criteria but the Company has determined that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss allowance is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. For the fiscal years ended September 30, 2022 and 2021, the Company had $0 in intent impairments and credit losses. Contracts Receivable Including Retainage, Net Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled and amounts retained by customers pending satisfactory completion of a project. It is common in the Company’s industry for a small portion of either progress billings or 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 the applicable contract terms. Such amounts, defined as retainage, are included on the Consolidated Balance Sheets 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. Contracts receivable including retainage, net is stated at the amount management expects to collect from outstanding balances. 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, current economic conditions, historical losses and other information available to management. 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 to the contract receivable. Contract Assets and Contract Liabilities Billing practices for the Company’s contracts are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing. The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net.” Included in costs and estimated earnings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. 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 in the transaction price for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered significant financing components. 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. The Company monitors concentrations of credit risk associated with these receivables 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 well-known local companies whose reputations are known to management. The Company performs credit checks for significant new customers and generally requires progress payments for significant projects. The Company generally has the ability to file liens against the property if payments are not made on a timely basis. No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at September 30, 2022 or September 30, 2021. Projects performed for various departments of transportation accounted for 36.8%, 33.7% and 32.5% of consolidated revenues for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Customers that accounted for more than 10% of consolidated revenues during any of the fiscal years ended September 30, 2022, 2021 and 2020 are presented below: % of Consolidated Revenues for the Fiscal 2022 2021 2020 Alabama Department of Transportation 10.0% 10.8% 11.6% North Carolina Department of Transportation 11.2% 10.3% 7.8% Inventories The Company’s inventories are stated at the lower of cost or net realizable value and are accounted for on an average cost basis or a first-in, first-out cost basis. The cost of inventory includes the cost of material, labor, trucking and other equipment costs associated with procuring and transporting materials to HMA plants for production and delivery to customers. Inventories consist primarily of construction stone that has been removed from aggregates facilities and processed for future sale or internal use, raw materials, including asphalt cement, aggregates and millings that the Company expects to utilize on construction projects within one year. Inventories valued on the average cost basis totaled $64.8 million and $46.2 million, respectively, at September 30, 2022 and 2021. Inventories valued on the first-in, first-out cost basis totaled $9.4 million and $7.6 million, respectively, at September 30, 2022 and 2021. Revenues from Contracts with Customers The Company derives all of its revenues from contracts with its customers, predominantly by performing construction services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. These projects are performed for a mix of federal, state, municipal and private customers. In addition, the Company generates revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt and ready-mix concrete, to third-party public and private customers pursuant to contracts with those customers. The following table reflects, for the periods presented, (i) revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) revenues generated from private infrastructure construction projects and the sale of construction materials to private customers. % of Consolidated Revenues for the Fiscal 2022 2021 2020 Public 60.9% 61.3% 65.3% Private 39.1% 38.7% 34.7% Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the customer. Recognition of revenues and cost of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion. No material adjustments to a contract were noted in the fiscal year ended September 30, 2022. Management believes the Company maintains reasonable estimates based on prior 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 be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs). Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company. The Company’s obligation is not satisfied until the entire project is complete. Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or the most likely amount the Company expects to incur, in the case of liquidated damages or penalties. Such amounts are included in the transaction price for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment. The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company is committed to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined. Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification. This is because goods and services promised under change orders are generally not distinct from the remaining goods and services under the existing contract, due to the significant integration of services performed in the context of the contract. Accordingly, change orders are generally accounted for as a modification of the existing contract and single performance obligation. We account for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at a point in time, which is when control of the product is transferred to the customer. Generally, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants or aggregates facilities. Upon purchase, the Company generally provides an invoice or similar document detailing the goods transferred to the customer. The Company generally offers payment terms customary in the industry, which typically require payment ranging from point-of-sale to 30 days following purchase. Fair Value Measurements The Company measures and discloses certain financial assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy: Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 . Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at September 30, 2022 and 2021. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at September 30, 2022. These investments are adjusted to fair value at each balance sheet date and are considered Level 2 inputs. The Company also has Term Loans and a Revolving Credit Facility, as described in Note 11 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and debt issuance costs and current maturities of long-term debt on the Company’s Consolidated Balance Sheets at September 30, 2022 and 2021. Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has derivative instruments. The fair value of commodity and interest rate swaps are based on forward and spot prices, as described in Note 21 - Fair Value Measurements. Level 3 fair values are used to value acquired mineral reserves and leased mineral interests. The fair values of mineral reserves and leased mineral interests are determined using an excess earnings approach, which requires management to estimate future cash flows. The estimate of future cash flows is based on available historical information and forecasts determined by management, but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, volumes and expected profit margins, net of capital requirements. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business. Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill. Property, Plant and Equipment Property, plant and equipment are initially recorded at cost or, if acquired as a business combination, at fair value and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements for operating leases are amortized over the lesser of the term of the related lease or the estimated useful lives of the improvements. Mineral reserves and mine development costs, including stripping costs incurred during the development stage of a mine, are depleted in accordance with the units-of-production method as aggregates are extracted, using the initial allocation of cost based on proven and probable reserves. Routine repair and maintenance costs are expensed as incurred. Asset improvements are capitalized at cost and amortized over the remaining useful life of the related asset. The estimated useful lives of property, plant and equipment categories are as follows: Category Estimated Useful Life Land and improvements Land, unlimited; improvements, 15-25 years Mineral reserves Based on depletion Buildings 5 - 39 years Plants 3 - 20 years Construction equipment 3 - 10 years Furniture and fixtures 5 - 10 years Leasehold improvements The shorter of 15 years or the remaining lease term Management periodically assesses the estimated useful life over which assets are depreciated, depleted or amortized. If the analysis warrants a change in the estimated useful life of property, plant and equipment, management will reduce the estimated useful life and depreciate, deplete or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal, and the resulting gains and losses are included in the Company’s Consolidated Statements of Comprehensive Income during the same period. Impairment of Long-Lived Assets The carrying value of property, plant and equipment and intangible assets subject to amortization is evaluated whenever events or changes in circumstances indicate that the carrying amount of such assets, or an asset group, may not be recoverable. Events or circumstances that might cause management to perform impairment testing include, but are not limited to, (i) a significant decrease in the market price of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, (iii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset, (iv) an operating or cash flow performance combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of an asset, and (v) an expectation that an asset will be disposed of significantly before the end of its previously estimated useful life. If indicators of potential impairment are present, management performs a recoverability test and, if necessary, records an impairment loss. If the total estimated future undiscounted cash flows to be generated from the use and ultimate disposition of an asset or asset group is less than its carrying value, an impairment loss is recorded in the Company’s Consolidated Statements of Comprehensive Income, measured as the amount required to reduce the carrying value to fair value. Fair value is determined in accordance with the best available information based on the hierarchy described under “Fair Value Measurements” above. For example, the Company would first seek to identify quoted prices or other observable market data. If observable data is not available, management would apply the best available information under the circumstances to a technique, such as a discounted cash flow model, to estimate fair value. Impairment analysis involves estimates and the use of assumptions in connection with judgments made in forecasting long-term estimated inflows and outflows resulting from the use and ultimate disposition of an asset, and determining the ultimate useful lives of assets. Actual results may differ from these estimates using different assumptions, which could materially impact the results of an impairment assessment. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations. Other intangible assets consist of an indefinite-lived trade name license in connection with a business acquired, and finite-lived assets, including a non-compete agreement, customer relationships and construction backlog, each acquired in business acquisitions. Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, management evaluates whether events and circumstances continue to support an indefinite useful life. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. Annually, on the first day of the Company’s fourth fiscal quarter, management performs an analysis of the carrying value of goodwill at its reporting unit for potential impairment. In accordance with GAAP, the Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine whether there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative assessment. Because the Company has only one reporting unit, a market capitalization calculation can be performed as the first step of the quantitative assessment by comparing the book value of the Company’s stock (determined by reference to the Company’s stockholders’ equity) to the fair value of a share of the Company’s stock. If the fair value of the stock is greater than the book value of the stock, goodwill is deemed not to be impaired, and no further testing is required. If the fair value is less than the calculated book value, then the Company must take a second step to determine the impairment amount, as described below. The second step requires comparing the carrying value of a reporting unit, including goodwill, to its fair value, typically using the multiple period discounting method under the income approach and market approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenues and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple, to estimate fair value. The market approach could include applying a control premium to the market price of the Company’s common stock or utilizing guideline public company multiples. Management’s assessment of facts and circumstances at each analysis date could cause these assumptions to change. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired, and no further testing is required. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge is recorded to write down goodwill to its fair value and is recorded in the Company’s Consolidated Statements of Comprehensive Income. The Company performed a quantitative assessment of goodwill using the market capitalization calculation for fiscal years 2022 and 2021 and determined that the fair value of its reporting unit exceeded its carrying value, and thus concluded that the carrying value of goodwill was not impaired as of our annual goodwill and intangible assets impairment test date, which is July 1. Accordingly, no further analysis was required or performed. Management also annually assesses the carrying value of the Company’s indefinite-lived intangible assets other than goodwill on the first day of the fiscal fourth quarter. The Company performed a qualitative impairment assessment of its indefinite-lived trade name license. The qualitative assessment did not identify indicators of impairment, and it was determined that is more likely than not the indefinite-lived trade name license fair value was more than its carrying amount. Accordingly, no further analysis was required or performed. Deferred Financing Costs Costs directly associated with obtaining debt financing are capitalized upon the issuance of long-term debt and amortized over the term of the related debt agreement. Unamortized amounts are presented on the Consolidated Balance Sheets as a direct deduction from the carrying amount of the related long-term debt liability. Loan issuance costs associated with the Revolving Credit Facility are presented as a component of other assets. Loan issuance costs incurred in connection with the Revolving Credit Facility are amortized using the straight-line method over the life of the Credit Agreement. 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 reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities 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 on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets. We recognize the financial statement benefit of the Company’s tax positions that are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is mor |
Accounting Standards
Accounting Standards | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards | Accounting Standards Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, “Simplifying the Accounting for Income Taxes,” which adds new guidance to simplify the accounting for income taxes and changes the accounting for certain income tax transactions. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this guidance effective October 1, 2021 as required and noted no material impact to the Company's consolidated financial statements. In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance for the fiscal year ended September 30, 2022 and applied the guidance to business acquisitions that had contract assets and contract liabilities. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisitions - Final During the fiscal year ended September 30, 2022, the Company and its subsidiaries made the following business acquisitions: On October 1, 2021, the Company acquired all of the capital stock of King Asphalt, Inc., an HMA production and paving company headquartered in Liberty, South Carolina. The transaction established the Company's first platform company in South Carolina and added three HMA plants in the Greenville, South Carolina metro area. On October 18, 2021, a subsidiary of the Company acquired substantially all of the assets of J. Miller Construction Inc., a grading and sitework company headquartered in Pensacola, Florida. The transaction enhanced the Company’s vertical integration of construction services and supplemented the Company’s capabilities in the Pensacola, Florida market area. On March 18, 2022, a subsidiary of the Company acquired substantially all of the assets of GAC Contractors, Inc., an asphalt paving, grading and sitework company headquartered in Panama City, Florida. The transaction enhanced the Company's operational resources and capabilities in the Panama City, Florida market area. These acquisitions were accounted for as business combinations in accordance with Topic 805. The Company consulted with independent third parties to assist in the valuation process. As of September 30, 2022, the Company has finalized its purchase price allocation for these acquisitions. Total consideration transferred for these three acquisitions was $92.4 million as of September 30, 2022. Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under Fair Value Measurements in Note 2 - Significant Accounting Policies. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $37.6 million for these three acquisitions, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and synergies expected to result from the acquisition. The results of operations attributable to these acquisitions are included in the Company’s Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2022, from the date of acquisition forward. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $0.4 million for the fiscal year ended September 30, 2022. North Carolina Acquisition - Provisional On March 7, 2022, a subsidiary of the Company acquired substantially all of the assets of Southern Asphalt, Inc., an asphalt paving company headquartered in Burgaw, North Carolina. The transaction provided access to the Wilmington, North Carolina metro area market. The acquisition was accounted for as a business combination in accordance with Topic 805. As of September 30, 2022, the purchase price allocation was provisional pending certain information necessary to finalize estimates of liabilities assumed. The Company consulted with independent third-parties to assist in the valuation process. The Company expects to finalize these values as soon as practicable and no later than one year from the acquisition date. Total consideration transferred for this acquisition was $11.7 million as of September 30, 2022. Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under Fair Value Measurements in Note 2 - Significant Accounting Policies. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as provisional goodwill in the amount of approximately $7.4 million, of which $6.6 million is deductible for income tax purposes. Goodwill primarily represents the assembled work force and synergies expected to result from the acquisition. The results of operations since the March 7, 2022 acquisition date attributable to this acquisition are included in the Company’s Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2022. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $0.1 million for the fiscal year ended September 30, 2022. South Carolina Acquisition - Provisional On August 1, 2022, a subsidiary of the Company acquired substantially all of the assets of Southern Asphalt, Inc., an asphalt paving, grading and sitework company headquartered in Conway, South Carolina. The transaction provides access to Horry County and the larger Myrtle Beach metro area market. The acquisition was accounted for as a business combination in accordance with Topic 805. As of September 30, 2022, the purchase price allocation has not yet been finalized due to the recent timing of this acquisition, as certain information is pending to finalize estimates of fair value of certain assets acquired and liabilities assumed. The Company consulted with independent third-parties to assist in the valuation process. The Company expects to finalize these values as soon as practicable and no later than one year from the acquisition date. Total consideration transferred for this acquisition was $25.6 million as of September 30, 2022. Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under Fair Value Measurements in Note 2 - Significant Accounting Policies. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as provisional goodwill in the amount of approximately $0.3 million, of which $0.0 million is deductible for income tax purposes. Goodwill primarily represents the assembled work force and synergies expected to result from the acquisition. The results of operations since the August 1, 2022 acquisition date attributable to this acquisition are included in the Company’s Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2022. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $0.3 million for the fiscal year ended September 30, 2022. Combined Acquisitions During the Fiscal Year Ended September 30, 2022 The following table summarizes the consideration for the aforementioned acquisitions and the amounts of identified assets acquired and liabilities assumed as of September 30, 2022 (in thousands): Acquisitions - Final North Carolina Acquisition - Provisional South Carolina Acquisition - Provisional Total Cash and cash equivalents $ 1,168 $ — $ — $ 1,168 Contracts receivable including retainage 7,162 1,854 — 9,016 Cost and estimated earnings in excess of billings on uncompleted contracts 125 — — 125 Inventories 1,928 64 988 2,980 Prepaid expenses and other current assets 213 — — 213 Property, plant and equipment 45,776 3,879 30,636 80,291 Deferred tax assets 2,237 234 — 2,471 Intangible assets 9,000 — — 9,000 Total assets 67,609 6,031 31,624 105,264 Accounts payable 2,759 — — 2,759 Billings in excess of costs and estimated earnings on uncompleted contracts 2,697 426 — 3,123 Accrued expenses and other current liabilities 2,526 594 2,980 6,100 Unfavorable contract liabilities 4,900 — 3,000 7,900 Deferred tax liabilities — — 282 282 Total liabilities 12,882 1,020 6,262 20,164 Goodwill 37,647 7,369 284 45,300 Total cash consideration transferred 92,374 11,716 25,646 129,736 Total consideration payable — 664 — 664 Total purchase price $ 92,374 $ 12,380 $ 25,646 $ 130,400 The Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2022 includes $120.8 million of revenue and $0.9 million of net income attributable to the operations of the businesses acquired during the 2022 fiscal year from their respective acquisition dates through September 30, 2022. The following presents pro forma revenues and net income as though the acquisitions had occurred on October 1, 2019 (unaudited, in thousands): For the Fiscal Year Ended September 30, 2022 2021 2020 Pro forma revenues $ 1,374,936 $ 1,104,850 $ 979,790 Pro forma net income $ 19,137 $ 18,016 $ 38,136 Pro forma financial information is presented as if the operations of the acquisitions had been included in the consolidated results of the Company since October 1, 2019, and gives effect to transactions that are directly attributable to the acquisitions, including adjustments to: (a) Include the pro forma results of operations of the acquisitions for the fiscal years ended September 30, 2022, 2021 and 2020. (b) Include additional depreciation and depletion expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities, as applicable, as if such assets were acquired on October 1, 2019 and consistently applied to the Company’s depreciation and depletion methodologies. (c) Include interest expense under the Term Loan as if the funds borrowed to finance the purchase price were borrowed on October 1, 2019. Interest expense calculations further assume that no principal payments were made during the period from October 1, 2019 through September 30, 2022, and that the interest rate in effect on the date the Company made the acquisitions was in effect for the period from October 1, 2019 through September 30, 2022. (d) Exclude $0.8 million of acquisition-related expenses from the fiscal year ended September 30, 2022, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2019. Pro forma information is presented for informational purposes and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2019. Combined Acquisitions During the Fiscal Year Ended September 30, 2021 North Carolina Acquisitions During the fiscal year ended September 30, 2021, a subsidiary of the Company purchased five HMA production and paving companies and a grading and sitework company on the following dates and based in the following locations: (i) on October 8, 2020, in Carthage, North Carolina, (ii) on October 30, 2020, in Ahoskie, North Carolina, (iii) on December 3, 2020, in Raleigh, North Carolina, (iv) on December 18, 2020, in Kitty Hawk, North Carolina, (v) on June 22, 2021, in Wilson, North Carolina and (vi) on September 10, 2021, in Albemarle, North Carolina. These acquisitions were accounted for as business combinations in accordance with Topic 805. Total consideration transferred for these six acquisitions was $98.7 million. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $33.3 million for these acquisitions. On August 2, 2021, a subsidiary of the Company acquired a crushed stone and aggregates facility located near Goldston, North Carolina. This acquisition was accounted for as a business combination in accordance with Topic 805. Total consideration transferred for this acquisition was $31.4 million. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $2.4 million for this acquisition. The prior year provisional accounting for this acquisition was finalized as of September 30, 2022. Alabama Acquisition On July 30, 2021, a subsidiary of the Company acquired an HMA contracting company and related entities, all headquartered in Cullman, Alabama. This acquisition was accounted for as a business combination in accordance with Topic 805. Total consideration transferred for this acquisition was $82.1 million. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $2.1 million for this acquisition. The prior year provisional accounting for this acquisition was finalized as of September 30, 2022. The following table summarizes the consideration for the aforementioned acquisitions and the amounts of identified assets acquired and liabilities assumed (in thousands): North Carolina Acquisitions Alabama Acquisition Total as of September 30, 2021 Finalized as of September 30, 2022 Accounts receivable $ 110 $ — $ 110 $ 110 Inventories 4,819 6,480 11,299 11,209 Property, plant and equipment 70,613 35,020 105,633 105,847 Mineral reserves (included in property, plant and equipment) 18,600 38,118 56,718 56,718 Intangible assets — 75 75 3,700 Total assets 94,142 79,693 173,835 177,584 Total liabilities — (718) (718) (3,210) Goodwill 35,917 3,157 39,074 37,817 Total purchase price $ 130,059 $ 82,132 $ 212,191 $ 212,191 Combined Acquisitions During the Fiscal Year Ended September 30, 2020 During the fiscal year ended September 30, 2020, a subsidiary of the Company purchased an HMA production and paving company and two HMA manufacturing plants and certain related assets on the following dates and based in the following locations: (i) on October 1, 2019, in Palm City, Florida, (ii) on March 23, 2020, in Pensacola and DeFuniak Springs, Florida. These acquisitions were accounted for as business combinations in accordance with Topic 805. Total consideration transferred for these two acquisitions was $27.5 million. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $7.8 million for these acquisitions. |
Contracts Receivable Including
Contracts Receivable Including Retainage, net | 12 Months Ended |
Sep. 30, 2022 | |
Contractors [Abstract] | |
Contracts Receivable Including Retainage, net | Contracts Receivable Including Retainage, net Contracts receivable including retainage, net consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Contracts receivable $ 221,566 $ 132,456 Retainage 44,253 27,640 265,819 160,096 Allowance for doubtful accounts (612) (1,926) Contracts receivable including retainage, net $ 265,207 $ 158,170 The following is a summary of changes in the allowance for doubtful accounts balance during the fiscal years ended September 30, 2022 and 2021 (in thousands): For the Fiscal Year Ended 2022 2021 Balance at beginning of period $ 1,926 $ 1,440 Charged (credited) to bad debt expense (947) 784 Write-off of contracts receivable including retainage (367) (298) Balance at end of period $ 612 $ 1,926 Retainage receivables have been billed and the Company has an unconditional right to payment, but are not due until satisfactory contract completion and acceptance by the customer. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities Costs and estimated earnings compared to billings on uncompleted contracts at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Costs on uncompleted contracts $ 1,520,510 $ 1,058,434 Estimated earnings to date on uncompleted contracts 146,459 110,430 1,666,969 1,168,864 Billings to date on uncompleted contracts (1,690,175) (1,179,560) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (23,206) $ (10,696) Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2021 to September 30, 2022 are presented below (in thousands): Costs and Estimated Earnings in Excess of Billings on Billings in Excess of Costs and Estimated Earnings on Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts September 30, 2021 $ 23,023 $ (33,719) $ (10,696) Changes in revenue billed, contract price or cost estimates 6,248 (18,758) (12,510) September 30, 2022 $ 29,271 $ (52,477) $ (23,206) At September 30, 2022, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $1,027.8 million in aggregate transaction price. The Company expects to earn revenue as it satisfies its performance obligations under those contracts in the amount of approximately $783.5 million during the fiscal year ending September 30, 2023 and approximately $244.3 million thereafter. |
Other Assets
Other Assets | 12 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Prepaid expenses $ 7,221 $ 5,438 Other current assets 5,736 2,352 Total prepaid expenses and other current assets $ 12,957 $ 7,790 Other Assets Other assets consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Interest rate swap contract $ 24,719 $ — Notes receivable 1,121 1,367 Other assets 4,701 4,167 Total other assets $ 30,541 $ 5,534 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Construction equipment $ 402,581 $ 333,966 Plants 167,625 143,172 Land and improvements 59,454 53,415 Mineral reserves 91,992 86,556 Buildings 32,566 27,163 Furniture and fixtures 7,110 6,426 Leasehold improvements 1,230 1,230 Total property, plant and equipment, gross 762,558 651,928 Accumulated depreciation, depletion and amortization (304,935) (250,803) Construction in progress 23,789 3,707 Total property, plant and equipment, net $ 481,412 $ 404,832 Depreciation, depletion and amortization expense related to property, plant and equipment for the fiscal years ended September 30, 2022, 2021 and 2020 was $68.9 million, $49.5 million and $39.1 million, respectively. Mineral reserves, net of accumulated depletion, for the years ended September 30, 2022 and 2021 were $87.6 million and $84.1 million, respectively. These amounts include $2.0 million and $2.1 million of asset retirement obligation assets, net of accumulated depletion associated with active mining operations for the years ended September 30, 2022 and 2021, respectively and $3.9 million and $2.7 million of capitalized stripping costs, net of accumulated depletion associated with development stage mining operations for the fiscal years ended September 30, 2022 and 2021, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following presents goodwill activity during the fiscal years ended September 30, 2022 and 2021 (in thousands): Balance at September 30, 2020 $ 46,348 Additions 39,074 Balance at September 30, 2021 85,422 Additions 45,300 Measurement period adjustments $ (1,257) Balance at September 30, 2022 $ 129,465 The additions in goodwill as of September 30, 2022 compared to September 30, 2021 were attributable to $45.3 million for various Business Acquisitions (see Note 4 - Business Acquisitions) completed during the fiscal year ended September 30, 2022 and a reduction of $1.3 million for measurement period adjustments that were finalized for acquisitions completed during the fiscal year ended September 30, 2021. A summary of other intangible assets at September 30, 2022 and 2021 is as follows (in thousands): September 30, 2022 2021 Weighted Average Life Gross Value Accumulated Net Book Gross Value Accumulated Net Book Indefinite-lived: Trade name license Indefinite $ 5,300 N/A $ 5,300 $ 2,000 N/A $ 2,000 Finite-lived: Customer relationship 13 years 11,045 (1,304) 9,741 1,645 (640) 1,005 Non-compete agreements 7 years 1,220 (285) 935 1,295 (137) 1,158 Total intangible assets $ 17,565 $ (1,589) $ 15,976 $ 4,940 $ (777) $ 4,163 The change in gross value as of September 30, 2022 compared to September 30, 2021 is attributable to $9.0 million for various Business Acquisitions (see Note 4 - Business Acquisitions) completed during the fiscal year ended September 30, 2022 and $3.7 million for provisional accounting adjustments that were finalized for acquisitions completed during the fiscal year ended September 30, 2021. Total amortization expense related to finite-lived intangible assets was $0.8 million, $0.3 million and $0.2 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Estimated future total amortization expense related to finite-lived intangible assets is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2023 $ 981 2024 978 2025 977 2026 925 2027 776 Thereafter 6,039 Total $ 10,676 |
Liabilities
Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Liabilities [Abstract] | |
Liabilities | Liabilities Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Accrued payroll and benefits $ 12,980 $ 19,302 Accrued insurance costs 3,081 3,444 Unfavorable contract liabilities 4,824 — Other current liabilities 7,599 3,713 Total accrued expenses and other current liabilities $ 28,484 $ 26,459 Unfavorable contract liabilities represent liabilities acquired as part of the Company's business acquisitions during the fiscal year ended September 30, 2022, as described in Note 4 - Business Acquisitions. Total amortization expense related to the acquired unfavorable contract liabilities was $4.1 million, $0.0 million and $0.0 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Other Long-Term Liabilities Other long-term liabilities consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Accrued insurance costs $ 8,210 $ 6,497 Other 3,456 4,422 Total other long-term liabilities $ 11,666 $ 10,919 |
Debt
Debt | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other fixed assets, and for general working capital purposes. Debt at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Long-term debt: Term Loan $ 271,875 $ 197,500 Revolving Credit Facility 105,100 20,000 Total long-term debt 376,975 217,500 Deferred debt issuance costs (1,409) (1,325) Current maturities of long-term debt (12,500) (10,000) Long-term debt, net of current maturities and debt issuance costs $ 363,066 $ 206,175 Since 2017, the Company and each of its subsidiaries have been parties to a credit agreement with PNC Bank, National Association (successor in interest to BBVA USA) and certain other lenders party from time to time thereto. The credit agreement has been amended and restated on multiple occasions since its inception in order to provide for changes in the economic terms of the credit facility and developments at the Company. The obligations of the Company and its subsidiaries under the credit agreement are secured by a first priority security interest in substantially all of the Company’s assets. On June 30, 2022, the Company and each of its subsidiaries entered into a Third Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for (i) a term loan facility in an initial aggregate principal amount of $250.0 million (the “Term Loan”) the full amount of which was drawn at closing, (ii) a revolving credit facility in an initial aggregate principal amount of $325.0 million, (the “Revolving Credit Facility”), and (iii) a delayed draw term loan facility in an initial aggregate principal amount of $50.0 million (the "Delayed Draw Term Loan"). Among other things, the proceeds of the Term Loan were used to refinance indebtedness of the Company and its subsidiaries under its prior credit facility. All outstanding advances under the Term Loan and Revolving Credit Facility are due and payable in full on June 30, 2027 (the “Maturity Date”). The Term Loan (commencing on September 30, 2022) and the Delayed Draw Term Loan (commencing with the earliest of (i) December 31, 2023, or (ii) the last day of the fiscal quarter in which the commitments under the Delayed Draw Term Loan are fully drawn or terminated, as applicable) will amortize in quarterly installments in an amount (subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal) equal to: (a) 1.25% of the original principal amount of the Term Loan (and, to the extent any Delayed Draw Term Loans are then outstanding, the original principal amount of such loans) and continuing on each of the following eleven quarter-end payment dates; (b) 1.875% of the original principal amount of the Term Loan (and, to the extent any Delayed Draw Term Loans are then outstanding, the original principal amount of such loans) on each of the next eight quarter-end payment dates; and (c) all remaining principal of the Term Loan and the Delayed Draw Term Loans are due and payable in full on the Maturity Date. The annual interest rates applicable to advances will be calculated, at the Company’s option, by using either a base rate, Daily Simple SOFR plus 0.10%, or Term SOFR plus 0.10%, and in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio. Subject to various requirements, the Company generally may (and, under certain circumstances, must), prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity. The obligations of the Company and its subsidiaries under the Credit Agreement are secured by a first priority security interest in substantially all of the Company’s assets. At September 30, 2022 and 2021, there was $271.9 million and $197.5 million, respectively, of principal outstanding under the Term Loan, $105.1 million and $20.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $208.6 million and $193.7 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit. The Credit Agreement contains customary negative covenants for agreements of this type, including, but not limited to, restrictions on the Company’s ability to make acquisitions, make loans or advances, make capital expenditures and investments, pay dividends, create or incur indebtedness, create liens, wind up or dissolve, consolidate, merge or liquidate, or sell, transfer or dispose of assets. The Credit Agreement also requires the Company to satisfy certain financial covenants, including a minimum fixed charge coverage ratio of 1.20-to-1.00 and a maximum consolidated leverage ratio of 3.50-to-1.00, subject to certain adjustments. At September 30, 2022 and 2021, the Company’s fixed charge coverage ratio was 2.56-to-1.00 and 3.29-to-1.00, respectively, and the Company’s consolidated leverage ratio was 2.79-to-1.00 and 1.99-to-1.00, respectively. At both September 30, 2022 and 2021, the Company was in compliance with all covenants under the Credit Agreement. From time to time, the Company has entered into interest rate swap agreements to hedge against the risk of changes in interest rates. At September 30, 2022 and 2021, the aggregate notional value of these interest rate swap agreements was $300.0 million and $198.3 million, respectively, and the fair value was $24.7 million and $(0.8) million, respectively, which is included within other assets or other long-term liabilities on the Company’s Consolidated Balance Sheets. The scheduled contractual repayment terms of long-term debt at September 30, 2022 are as follows: Fiscal Year Amount 2023 $ 12,500 2024 13,750 2025 17,188 2026 20,625 2027 312,912 Total $ 376,975 Interest expense was $7.9 million, $2.5 million and $3.6 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Amortization of deferred debt issuance costs and debt discounts included in interest expense was $0.2 million, $0.3 million and $0.2 million for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. |
Equity
Equity | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | Equity Shares of Class A common stock and Class B common stock are identical, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share. The holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, unless otherwise required by applicable law or the Company’s certificate of incorporation or bylaws. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, subject to certain limited exceptions. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. Once converted into shares of Class A common stock, shares of Class B common stock will not be reissued. Class A common stock is not convertible into any other class of the Company’s capital stock. Conversion of Class B Common Stock to Class A Common Stock During the fiscal year ended September 30, 2022, certain stockholders of the Company converted a total of 4,338,924 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of September 30, 2022, there were 41,193,024 shares of Class A common stock and 11,352,915 shares of Class B common stock outstanding. Restricted Stock Awards During the fiscal year ended September 30, 2022, the Company awarded a total of 256,167 restricted shares of Class A common stock to certain members of Company management under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”). Additional information about these transactions is set forth in Note 14 - Equity-Based Compensation. Registration Rights Agreement The Company is a party to a registration rights agreement (the “Registration Rights Agreement”) with certain of the Company’s directors and officers and affiliates of SunTx (collectively, the “RRA Holders”). Under the Registration Rights Agreement, the RRA Holders have “demand” registration rights, meaning that the Company must register under the Securities Act shares of the Company’s common stock owned by such RRA Holders upon their demand under certain circumstances, and “piggyback” registration rights, meaning that, if the Company proposes to register an offering of securities, it generally must give written notice to the RRA Holders to allow each to include its shares in the registration. In general, the Company must pay all out-of-pocket expenses in connection with a registration under the Registration Rights Agreement, including filing and registration fees, printing costs, fees and expenses of the Company’s legal counsel and independent registered public accountants and fees and expenses for one legal counsel for the applicable RRA Holders. The RRA Holders whose shares are registered must pay all incremental selling expenses relating to any offering, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and any additional legal counsel that they may engage. As of September 30, 2022, a total of 3,796,670 shares of the Company’s common stock were subject to the Registration Rights Agreement, of which 37,248 shares had been previously registered but not yet sold. The Registration Rights Agreement expires on May 4, 2023. Treasury Stock During the fiscal year ended September 30, 2022, the Company received a total of 1,183 shares of Class A common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards. The Company received another 1,523 shares of Class A common stock through forfeitures of restricted stock awards by terminated employees. Comprehensive income comprises two subsets: net income and other comprehensive income ("OCI"). The components of other comprehensive income are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive income for the fiscal year ended September 30, 2022 was entered into on July 1, 2022 with an original notional value of $300.0 million. The maturity date of this swap is June 30, 2027. The Company received a credit of $12.6 million under the "blend and extend" arrangement utilizing the fair values of the existing interest rate swap agreements at June 30, 2022. Amounts in accumulated other comprehensive income ("AOCI"), net of tax, at September 30, are as follows (in thousands): AOCI 2022 2021 2020 Interest rate swap contract, net of blend and extend arrangement 23,761 (31) — Unrealized loss on available-for-sale securities (566) — — Less tax effect of other comprehensive income (loss) items (5,575) 8 — Total $ 17,620 $ (23) $ — Changes in AOCI, net of tax, are as follows (in thousands): AOCI Balance at September 30, 2020 — Net OCI changes (23) Balance at September 30, 2021 (23) Net OCI changes 17,643 Balance at September 30, 2022 $ 17,620 Amounts reclassified from AOCI to earnings, are as follows (in thousands): 2022 2021 2020 Interest expense $ 468 $ 224 $ — Benefit from income taxes (108) (56) — Total reclassifications from AOCI to earnings $ 360 $ 168 $ — |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share As discussed in Note 12 - Equity, the Company has Class A common stock and Class B common stock. Because the only differences between the two classes of common stock are related to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock, the Company has not presented earnings per share under the two-class method, as the earnings per share are the same for both Class A common stock and Class B common stock. The following table 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 Fiscal Year Ended September 30, 2022 2021 2020 Numerator Net income attributable to common stockholders $ 21,376 $ 20,177 $ 40,297 Denominator Weighted average number of common shares outstanding, basic 51,773,559 51,636,955 51,489,211 Net income per common share attributable to common stockholders, basic $ 0.41 $ 0.39 $ 0.78 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 Fiscal Year Ended September 30, 2022 2021 2020 Numerator Net income attributable to common stockholders $ 21,376 $ 20,177 $ 40,297 Denominator Weighted average number of basic common 51,773,559 51,636,955 51,489,211 Effect of dilutive securities: Restricted stock unit grants 183,861 136,258 147,723 Weighted average number of diluted common 51,957,420 51,773,213 51,636,934 Net income per diluted common share attributable $ 0.41 $ 0.39 $ 0.78 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Restricted Stock Units A summary of the changes in the Company's restricted stock units ("RSUs") is as follows: For the Fiscal Year Ended September 30, 2022 2021 2020 RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU Unvested, beginning balance 595,561 $ 25.42 292,534 $ 12.88 292,534 $ 12.88 Granted 256,167 32.62 510,733 26.52 — — Vested (134,481) 18.19 (207,706) 10.47 — — Forfeited (1,523) 33.77 — — — — Unvested, ending balance 715,724 $ 29.34 595,561 $ 25.42 292,534 $ 12.88 The Company measures and recognizes stock-based compensation expense, net of forfeitures, over the requisite vesting periods for all stock-based payment awards made, and recognizes forfeitures as they occur. Stock-based compensation is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income. During the fiscal year ended September 30, 2019, the Company awarded a total of 292,534 restricted shares of Class A common stock to its non-employee directors under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted stock awards was $3.8 million. During the fiscal years ended September 30, 2022, 2021 and 2020, the Company recorded $0.4 million, $1.3 million and $1.6 million, respectively, of compensation expense in connection with these grants, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2022, the Company had no unrecognized compensation expense related to these awards due to full vesting. During the fiscal year ended September 30, 2021, the Company awarded a total of 510,733 restricted shares of Class A common stock to certain members of Company management under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $13.6 million. During the fiscal years ended September 30, 2022 and 2021, the Company recorded compensation expense of $3.5 million and $2.2 million, respectively, in connection with these grants, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2022, there was approximately $7.8 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.5 years. During the fiscal year ended September 30, 2022, the Company awarded a total of 256,167 restricted shares of Class A common stock to certain members of Company management under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $8.3 million. During the fiscal year ended September 30, 2022, the Company recorded compensation expense in connection with these grants in the amount of $3.1 million, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2022, there was approximately $5.2 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.4 years. The underlying RSU shares subject to awards granted under the Equity Incentive Plan will vest, as applicable, as follows: Fiscal Year Number of Shares 2023 36,969 2024 351,967 2025 311,788 2026 15,000 Total 715,724 Performance Stock Units Performance stock units ("PSUs") provide for the issuance of shares of Class B common stock upon vesting, which occurs at the end of the performance period based on achievement of certain Company performance metrics established by the Compensation Committee of the Company’s Board of Directors. The final number of shares of common stock issuable upon vesting of PSUs can range from 0% to 150% of the number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee of the Company’s Board of Directors. The achievement of performance goals is modified by the total shareholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15%. The Company recognizes expense, net of estimated forfeitures, for PSUs based on the forecasted achievement of the Company performance metrics, multiplied by the fair value of the total number of shares of common stock that the Company anticipates will be issued based on such achievement. During the fiscal year ended September 30, 2022, the Company awarded PSUs of 131,341 shares and forecasted vesting of 98,505 restricted shares of Class B common stock to certain members of Company management under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $3.0 million. During the fiscal year ended September 30, 2022, the Company recorded compensation expense in connection with these grants in the amount of $1.0 million, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2022, there was approximately $2.0 million of unrecognized compensation expense related to these awards. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income TaxesThe Company files a consolidated United States federal income tax return and income tax returns in various states. Management evaluated the Company’s tax positions based on appropriate provisions of applicable enacted tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the transactions. The provision for income taxes for the fiscal years ended September 30, 2022, 2021 and 2020 consisted of the following (in thousands): For the Fiscal Year Ended 2022 2021 2020 Current U.S. Federal $ — $ 3,609 $ 8,960 State 949 995 490 Total current 949 4,604 9,450 Deferred U.S. Federal 5,662 3,029 2,222 State 304 716 1,088 Total deferred 5,966 3,745 3,310 Provision for income taxes $ 6,915 $ 8,349 $ 12,760 Differences exist between income and expenses reported on the consolidated financial statements and those deducted for U.S. federal and state income tax reporting. The Company’s deferred tax assets and liabilities consisted of the following temporary difference tax effects at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Deferred tax assets Allowance for bad debt $ 150 $ 413 Amortization of finite-lived intangible assets 943 586 Federal net operating loss carryforward 2,632 — State net operating loss carryforward 1,205 488 Employee benefits 1,986 736 Acquisition liabilities 2,127 — Accrued insurance claims 911 1,610 Other 998 335 Total deferred tax assets 10,952 4,168 Deferred tax liabilities Amortization of goodwill (6,582) (6,541) Property, plant and equipment (24,131) (14,530) Interest rate swap contract (5,692) — Other (1,260) (459) Total deferred tax liabilities, (37,665) (21,530) Net deferred tax liabilities $ (26,713) $ (17,362) The Consolidated Balance Sheets at September 30, 2022 and 2021 include gross deferred tax assets of $11.0 million and $4.2 million, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryforward periods), projected taxable income, and tax-planning strategies in making this assessment. Based on the weight of all evidence known and available as of the balance sheet date, management believes that these tax benefits are more likely than not to be realized in the future. To the extent that management does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. Income taxes payable have been reduced by fuel tax credits of $0.3 million for each of the fiscal years ended September 30, 2022 and 2021. The remaining amount of goodwill expected to be deductible for tax purposes was $92.5 million and $68.5 million at September 30, 2022 and 2021, respectively. The following is a reconciliation of net deferred tax assets (liabilities) to amounts reflected on the Company’s Consolidated Balance Sheets at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Asset: Deferred income taxes, net $ — $ — Liability: Deferred income taxes, net (26,713) (17,362) Net deferred tax assets (liabilities) $ (26,713) $ (17,362) At September 30, 2022 and 2021, the Company had federal net operating loss carryforwards of $10.5 million and $0.0 million, respectively, and state net operating loss carryforwards of $38.0 million and $15.2 million, respectively. The federal net operating loss credit carryforward is indefinite and the state net operating loss credit carryforwards expire in varying amounts between the fiscal years ended September 30, 2032 and 2041 or are indefinite. The U.S. statutory federal income tax rate applicable to the Company was 21% during the fiscal years ended September 30, 2022, 2021 and 2020. The following table reconciles income taxes based on the U.S. federal statutory tax rate to the Company’s income before provision for income taxes for the fiscal years ended September 30, 2022, 2021 and 2020 (in thousands): For the Fiscal Year Ended 2022 2021 2020 Provision for income tax at federal statutory rate $ 5,941 $ 5,990 $ 11,142 State income taxes 569 1,351 1,272 Permanent differences 353 961 330 Other 52 47 16 Provision for income taxes $ 6,915 $ 8,349 $ 12,760 Uncertain Tax Positions ASC Topic 740, Income Taxes (“ASC 740”), prescribes a recognition threshold and measurement model for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return and provides guidance on derecognition classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is subject to tax audits in various jurisdictions in the United States. Tax audits, by their nature, are often complex. In the normal course of business, the Company is subject to challenges from the Internal Revenue Service (“IRS”) and other tax authorities regarding amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. As part of the calculation of the provision for income taxes on earnings, management determines whether the benefits of the Company’s tax positions are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is more likely than not to be sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of a tax audit. Actual results could vary materially from these estimates. The Company performed an analysis of its tax positions and determined that no uncertain tax positions existed at September 30, 2022 or 2021. Accordingly, there was no liability for uncertain tax positions at September 30, 2022 or 2021. Based on the provisions of ASC 740, the Company had no material unrecognized tax benefits at September 30, 2022 or 2021. Due to the utilization of net operating loss carryforwards, the Company’s federal income tax returns for fiscal years ended September 30, 2018 through 2022 are subject to examination. Various state income tax returns for fiscal years ended September 30, 2011 through 2022 are also subject to examination. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansThe Company offers a 401(k) retirement plan covering substantially all employees who are at least 18 years old and have more than six months of service. The Company makes discretionary employer contributions, subject to IRS safe harbor rules. Employer contributions charged to earnings during the fiscal years ended September 30, 2022, 2021 and 2020 were $5.5 million, $3.9 million, and $3.4 million, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties On December 31, 2017, the Company sold an indirect wholly owned subsidiary to an immediate family member of an executive officer of the Company (“Purchaser of Subsidiary”) in consideration for an interest-bearing note receivable in the amount of $1.0 million, which approximated the net book value of the disposed entity. At September 30, 2022, $0.1 million and $0.3 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. In connection with this transaction, the Company also received an interest-bearing note receivable from the disposed entity (“Disposed Entity”) on December 31, 2017 in the amount of $1.0 million representing certain accounts payable of the disposed entity that were paid by the Company. At September 30, 2022, $0.1 million and $0.2 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. Remaining principal and interest payments are scheduled to be made in periodic installments during fiscal year 2023 through fiscal year 2026. Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of an officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances did not bear interest and matured in full in March 2021. In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation. No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction. Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $0.8 million. The note bears simple interest at a rate of 4.0% and requires annual minimum payments of $0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on December 31, 2027. As security for his payment obligations, the officer pledged as collateral 30,000 shares of the 140,389 shares of Class B common stock that had previously been pledged as collateral and 7,500 shares of Class A common stock owned by the officer personally. Amounts outstanding under the note are reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets (“Land Development Project”). From time to time, the Company conducts or has conducted business with the following related parties: • Entities owned by immediate family members of an executive officer of the Company perform subcontract work for a subsidiary of the Company, including trucking and grading services (“Subcontracting Services”). • Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC, which provides a location for the Company to conduct business development activities from time to time on a property owned by the Executive Chairman of the Company’s Board of Directors (“Island Pond”). • The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $0.29 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement. The following table presents revenues earned and expenses incurred by the Company during the fiscal years ended September 30, 2022, 2021 and 2020, and receivable and accounts payable balances at September 30, 2022 and 2021, related to transactions with the related parties described above (in thousands): Revenue Earned (Expense Incurred) Receivable (Payable) For the Fiscal Year Ended September 30, September 30, 2022 2021 2020 2022 2021 Purchaser of subsidiary $ — $ — $ — $ 414 $ 518 Disposed entity — — — 264 330 Land Development Project — — — 712 788 Subcontracting Services (8,655) (1) (9,385) (1) (11,110) (1) (695) (563) Island Pond (320) (2) (320) (2) (320) (2) — — SunTx (1,451) (2) (1,935) (2) (1,403) (2) — — (1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Comprehensive Income. (2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company is subject to inquiries or audits by taxing authorities arising from its operations, covering a wide range of matters that arise in the ordinary course of business, such as income taxes and other types of taxes. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may not be resolved in the Company’s favor. The Company is also involved in other legal and administrative proceedings arising in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The outcomes of these inquiries and legal proceedings are not expected to have a material effect on the Company’s financial position or results of operations on an individual basis, and management did not accrue any material loss contingencies for the periods presented. However, adverse outcomes in a significant number of such ordinary course inquiries and legal proceedings could, in the aggregate, have a material adverse effect on the Company’s financial condition and results of operations. Letters of Credit Under the Revolving Credit Facility, the Company has a total capacity of $325.0 million that may be used for a combination of cash borrowings and letter of credit issuances. At each of September 30, 2022 and 2021, the Company had aggregate letters of credit outstanding in the amount of $11.3 million, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies. Purchase Commitments As of September 30, 2022, the Company had unconditional purchase commitments for diesel fuel and natural gas in the normal course of business in the aggregate amount of $5.2 million and $1.2 million, respectively. Management does not expect any significant changes in the market value of these goods during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. As of September 30, 2022, our purchase commitments annually thereafter are as follows (in thousands): Fiscal Year Amount 2023 $ 5,436 2024 976 Total $ 6,412 Minimum Royalties The Company has lease agreements associated with aggregates facilities under which the Company makes royalty payments. These agreements are outside the scope of Topic 842. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. The Company has commitments in the form of minimum royalties as of September 30, 2022 in the amount of $2.7 million, due as follows (in thousands): Fiscal Year Amount 2023 $ 255 2024 246 2025 207 2026 182 2027 170 Thereafter 1,615 Total $ 2,675 |
Joint Venture
Joint Venture | 12 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Joint Venture One of the Company’s wholly owned subsidiaries is party to a joint venture agreement (the “JV”) with a third party for the sole purpose of bidding on and 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 equally. 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, with both of the participants of the JV performing some portion of the subcontracted work. The Company accounts for this joint venture as an equity method investment in accordance with GAAP. At each of September 30, 2022 and 2021, the Company’s investment in the JV was $0.1 million, which is reflected as “Investment in joint venture” on the Company’s Consolidated Balance Sheets. During the fiscal years ended September 30, 2022, 2021 and 2020, the Company recognized $0.0 million, $0.0 million and $0.6 million, respectively, of pre-tax income, representing its 50% interest in the earnings of the JV, which is reflected as “Earnings from investment in joint venture” on the Company’s Consolidated Statements of Comprehensive Income. The income tax impact attributable to the Company’s investment in the JV is included within the provision for income taxes in the Company’s Consolidated Statements of Comprehensive Income. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain facilities, office space, vehicles and equipment. As of September 30, 2022, operating leases under Topic 842 were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $14.0 million, $2.2 million and $12.1 million, respectively. As of September 30, 2022, the Company did not have any lease contracts that had not yet commenced but had created significant rights and obligations. The components of lease expense were as follows (in thousands): For the Fiscal Year Ended September 30, 2022 2021 2020 Operating lease cost $ 2,568 $ 2,475 $ 3,498 Short-term lease cost 21,177 13,346 13,374 Total lease expense 23,745 15,821 16,872 Short-term leases (those with terms of 12 months or less) are not capitalized but are expensed on a straight-line basis over the lease term. The majority of our short-term leases relate to equipment used on construction projects. These leases are entered into at periodic rental rates for an unspecified duration and typically have a termination for convenience provision. As of September 30, 2022, the weighted-average remaining term of the Company’s operating leases was 8.5 years, and the weighted-average discount rate was 3.19%. As of September 30, 2022, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio. The following table summarizes the Company’s undiscounted lease liabilities outstanding as of September 30, 2022 (in thousands): Fiscal Year Amount 2023 $ 2,621 2024 2,213 2025 1,833 2026 1,816 2027 1,709 Thereafter 6,304 Total future minimum lease payments $ 16,496 Less: imputed interest 2,228 Total $ 14,268 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and 2021 under ASC 820, Fair Value Measurements (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2022 Level 1 Level 2 Level 3 Assets: Commodity swap contracts $ — $ 1,187 $ — Interest rate swaps — 24,719 — Corporate debt securities — 2,537 — U.S. government securities — 2,481 — Municipal government securities — 1,055 — Other debt securities — 793 — Total Assets $ — $ 32,772 $ — Liabilities: Commodity swap contracts $ — $ 661 $ — Total Liabilities $ — $ 661 $ — Fair Value Measurement at Reporting Date Using September 30, 2021 Level 1 Level 2 Level 3 Assets: Commodity swap contracts $ — $ 1,812 $ — Total Assets $ — $ 1,812 $ — Liabilities: Interest rate swaps $ — $ 845 $ — Total Liabilities $ — $ 845 $ — The fair value of interest rate swap contracts is based on a model-driven valuation using the observable components (e.g., interest rates), which are observable at commonly quoted intervals for the full term of the contracts. The fair value of our commodity swap contracts is based on an analysis of the expected cash flow of the contract in combination with observable forward price inputs obtained from a third-party pricing source. The calculations are adjusted for credit risk. Therefore, our derivative assets and liabilities are classified within Level 2 of the fair value hierarchy. Derivative assets are included within “Prepaid expenses and other current assets” and “Other assets” on the Company’s Consolidated Balance Sheets. Derivative liabilities are included within “Accrued expense and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. Debt securities primarily consist of corporate bonds and U.S. Government and agency obligations. The fair value of these investments is determined based on market quotes. These investments are included within "Restricted Investments" on the Company's Consolidated Balance Sheets. |
Investment in Derivative Instru
Investment in Derivative Instruments | 12 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Investment in Derivative Instruments | Investment in Derivative Instruments Interest Rate Swap Contracts The Company uses derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for speculative purposes. The Company records all derivatives at fair value. On the date the derivative contract is entered into, the Company may designate the derivative as one of the following: (i) a hedge of a forecasted transaction or the variability of cash flows to be paid (“cash flow hedge”) or (ii) a hedge of the fair value of a recognized asset or liability (“fair value hedge”). Changes in the fair value of a derivative that is qualified and designated as a cash flow hedge or net investment hedge are recorded in other comprehensive income (loss) in the Company’s Consolidated Statements of Comprehensive Income until they are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of a derivative that is qualified and designated as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. If the Company does not specifically designate a derivative as one of the above, changes in the fair value of the undesignated derivative instrument are reported in current period earnings. Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity. If the Company determines that it qualifies for and will designate a derivative as a hedging instrument, the Company formally documents all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions and linking all derivatives designated as fair value hedges to specific assets and liabilities in the Consolidated Balance Sheets. The Company performs an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction. On a quarterly basis, the Company assesses the effectiveness of our designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method. The Company would discontinue hedge accounting prospectively when the derivative is no longer highly effective as a hedge, the underlying hedged transaction is no longer probable or the hedging instrument expires, is sold, terminated or exercised. Commodity Swap Contracts The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices. As part of its risk management process, the Company began entering into commodity swap transactions through regulated commodity exchanges in February 2020. The Company does not enter into derivative financial instruments for speculative purposes. Changes in fair value of commodity swaps are recognized in earnings. The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity derivative contracts for the fiscal years ended September 30, 2022, 2021 and 2020 and the fair value of these derivatives as of September 30, 2022 and 2021 (in thousands): For the Fiscal Year Ended September 30, 2022 2021 2020 Change in Change in Change in Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ 3,472 $ (1,286) $ 2,186 $ 830 $ 2,315 $ 3,145 $ (432) $ (503) $ (935) Interest expense, net (806) 1,668 862 (890) 894 4 (388) (1,397) (1,785) Total $ 2,666 $ 382 $ 3,048 $ (60) $ 3,209 $ 3,149 $ (820) $ (1,900) $ (2,720) September 30, Balance Sheet Classification 2022 2021 Prepaid expenses and other current assets - commodity swaps $ 1,032 $ 990 Other assets - commodity swaps 155 822 Other assets - interest rate swap (1) 24,719 Accrued expense and other current liabilities - commodity swaps (601) — Accrued expense and other current liabilities - interest rate swaps — (97) Other long-term liabilities - commodity swaps (60) — Other long-term liabilities - interest rate swaps (2) — (748) Net unrealized gain (loss) position $ 25,245 $ 967 (1) Includes designated cash flow hedge of $24,719 as of September 30, 2022. (2) Includes designated cash flow hedge of $(31) as of September 30, 2021. |
Other Comprehensive Income
Other Comprehensive Income | 12 Months Ended |
Sep. 30, 2022 | |
Other Comprehensive Income (Loss), Tax [Abstract] | |
Other Comprehensive Income | Equity Shares of Class A common stock and Class B common stock are identical, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share. The holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, unless otherwise required by applicable law or the Company’s certificate of incorporation or bylaws. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, subject to certain limited exceptions. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. Once converted into shares of Class A common stock, shares of Class B common stock will not be reissued. Class A common stock is not convertible into any other class of the Company’s capital stock. Conversion of Class B Common Stock to Class A Common Stock During the fiscal year ended September 30, 2022, certain stockholders of the Company converted a total of 4,338,924 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of September 30, 2022, there were 41,193,024 shares of Class A common stock and 11,352,915 shares of Class B common stock outstanding. Restricted Stock Awards During the fiscal year ended September 30, 2022, the Company awarded a total of 256,167 restricted shares of Class A common stock to certain members of Company management under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”). Additional information about these transactions is set forth in Note 14 - Equity-Based Compensation. Registration Rights Agreement The Company is a party to a registration rights agreement (the “Registration Rights Agreement”) with certain of the Company’s directors and officers and affiliates of SunTx (collectively, the “RRA Holders”). Under the Registration Rights Agreement, the RRA Holders have “demand” registration rights, meaning that the Company must register under the Securities Act shares of the Company’s common stock owned by such RRA Holders upon their demand under certain circumstances, and “piggyback” registration rights, meaning that, if the Company proposes to register an offering of securities, it generally must give written notice to the RRA Holders to allow each to include its shares in the registration. In general, the Company must pay all out-of-pocket expenses in connection with a registration under the Registration Rights Agreement, including filing and registration fees, printing costs, fees and expenses of the Company’s legal counsel and independent registered public accountants and fees and expenses for one legal counsel for the applicable RRA Holders. The RRA Holders whose shares are registered must pay all incremental selling expenses relating to any offering, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and any additional legal counsel that they may engage. As of September 30, 2022, a total of 3,796,670 shares of the Company’s common stock were subject to the Registration Rights Agreement, of which 37,248 shares had been previously registered but not yet sold. The Registration Rights Agreement expires on May 4, 2023. Treasury Stock During the fiscal year ended September 30, 2022, the Company received a total of 1,183 shares of Class A common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards. The Company received another 1,523 shares of Class A common stock through forfeitures of restricted stock awards by terminated employees. Comprehensive income comprises two subsets: net income and other comprehensive income ("OCI"). The components of other comprehensive income are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive income for the fiscal year ended September 30, 2022 was entered into on July 1, 2022 with an original notional value of $300.0 million. The maturity date of this swap is June 30, 2027. The Company received a credit of $12.6 million under the "blend and extend" arrangement utilizing the fair values of the existing interest rate swap agreements at June 30, 2022. Amounts in accumulated other comprehensive income ("AOCI"), net of tax, at September 30, are as follows (in thousands): AOCI 2022 2021 2020 Interest rate swap contract, net of blend and extend arrangement 23,761 (31) — Unrealized loss on available-for-sale securities (566) — — Less tax effect of other comprehensive income (loss) items (5,575) 8 — Total $ 17,620 $ (23) $ — Changes in AOCI, net of tax, are as follows (in thousands): AOCI Balance at September 30, 2020 — Net OCI changes (23) Balance at September 30, 2021 (23) Net OCI changes 17,643 Balance at September 30, 2022 $ 17,620 Amounts reclassified from AOCI to earnings, are as follows (in thousands): 2022 2021 2020 Interest expense $ 468 $ 224 $ — Benefit from income taxes (108) (56) — Total reclassifications from AOCI to earnings $ 360 $ 168 $ — |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations As discussed in Note 2, the Company has asset retirement obligations (“AROs”), which are liabilities associated with our legally required obligations to reclaim owned and leased aggregates facilities. At September 30, 2022 and 2021, the Company’s AROs were $2.9 million and $2.8 million, respectively, which are reflected as “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. Accretion and depreciation expense related to AROs for the fiscal years ended September 30, 2022, 2021 and 2020 was $0.1 million, $0.0 million and $0.0 million, respectively. The following is a reconciliation of these asset retirement obligations (in thousands): For the Fiscal Year Ended September 30, 2022 2021 Asset Retirement Obligations Balance at beginning of year $ 2,788 $ — Liabilities incurred — 2,070 Liabilities settled — — Liabilities assumed — 718 Accretion expense 70 — Balance at end of year $ 2,858 $ 2,788 |
Investments
Investments | 12 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The following is a summary of the Company's debt securities as of September 30, 2022 (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 2,797 $ — $ 260 $ 2,537 U.S. government securities 2,622 — 141 2,481 Municipal government securities 1,151 — 96 1,055 Other debt securities 862 — 69 793 Total $ 7,432 $ — $ 566 $ 6,866 The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of September 30, 2022, are as follows (in thousands): September 30, 2022 Amortized Cost Fair Value Less than five years $ 4,836 $ 4,562 Six to ten years 2,252 1,984 Greater than ten years 344 320 Total $ 7,432 $ 6,866 |
Unpaid Losses and Loss Adjustme
Unpaid Losses and Loss Adjustment Expenses | 12 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Unpaid Losses and Loss Adjustment Expenses | Unpaid Losses and Loss Adjustment Expenses The following is a summary of the Company's activity in the liability for loss and loss adjustment expense reserves for workers' compensation, general liability and automobile liability as of as of September 30, 2022 and 2021 (in thousands): For the Fiscal Year Ended September 30, 2022 2021 Balance at beginning of year $ 9,941 $ 8,697 Total incurred 5,993 6,323 Total paid (4,643) (5,079) Balance at end of year $ 11,291 $ 9,941 |
Condensed Financial Statements
Condensed Financial Statements of Parent Company | 12 Months Ended |
Sep. 30, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Statements of Parent Company | CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED BALANCE SHEETS (in thousands, except share and per share data) September 30, 2022 2021 ASSETS Cash and cash equivalents $ 43,130 $ 65,225 Prepaid expenses and other current assets 2,995 1,063 Total current assets 46,125 66,288 Property, plant and equipment, net 4,646 5,160 Investment in subsidiaries 444,473 409,245 Deferred income taxes, net — 892 Due from subsidiaries 58,593 — Other assets 28,140 2,014 Total assets $ 581,977 $ 483,599 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Due to subsidiaries $ — $ 46,304 Accrued expenses and other current liabilities 3,477 2,970 Current maturities of long-term debt 1,204 238 Total current liabilities 4,681 49,512 Long-term liabilities: Due to subsidiaries 39,275 — Deferred income taxes, net 4,553 — Long-term debt, net of current maturities and debt issuance costs 77,589 24,440 Other long-term liabilities — 748 Total long-term liabilities 121,417 25,188 Total liabilities 126,098 74,700 Stockholders’ Equity Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2022 and September 30, 2021 and no shares issued and outstanding — — Class A common stock, par value $0.001; 400,000,000 shares authorized, 41,195,730 shares issued and 41,193,024 shares outstanding at September 30, 2022, and 36,600,639 shares issued and outstanding at September 30, 2021 41 37 Class B common stock, par value $0.001; 100,000,000 shares authorized, 14,275,867 shares issued and 11,352,915 shares outstanding at September 30, 2022, and 18,614,791 shares issued and 15,691,839 shares outstanding at September 30, 2021 15 19 Additional paid-in capital 256,571 248,571 Treasury stock, at cost, 2,706 shares of Class A common stock at September 30, 2022, and no shares at September 30, 2021, par value $0.001 (39) — Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $0.001 (15,603) (15,603) Accumulated other comprehensive loss 17,620 (23) Retained earnings 197,274 175,898 Total stockholders’ equity 455,879 408,899 Total liabilities and stockholders’ equity $ 581,977 $ 483,599 See note to condensed financial statements of parent company. CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, except share and per share amounts) For the Fiscal Year Ended 2022 2021 2020 Equity in net income of subsidiaries $ 24,690 $ 25,505 $ 43,712 General and administrative expenses (4,758) (6,399) (4,167) Interest expense, net 68 834 (1,218) Gain on sale of equipment, net 6 — — Other income 13 3 — Income before provision for income taxes 20,019 19,943 38,327 Income tax benefit 1,357 234 1,970 Net income $ 21,376 $ 20,177 $ 40,297 Other comprehensive (loss), net of tax Unrealized gain (loss) on interest rate swap contract, net 18,091 (23) — Unrealized (loss) on restricted investments, net (448) — — Other comprehensive (loss) 17,643 (23) — Comprehensive income $ 39,019 $ 20,154 $ 40,297 Net income per share attributable to common stockholders: Basic $ 0.41 $ 0.39 $ 0.78 Diluted $ 0.41 $ 0.39 $ 0.78 Weighted average number of common shares outstanding: Basic 51,773,559 51,636,955 51,489,211 Diluted 51,957,420 51,773,213 51,636,934 See note to condensed financial statements of parent company. CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS (in thousands) For the Fiscal Year Ended 2022 2021 2020 Cash flows from operating activities: Net income $ 21,376 $ 20,177 $ 40,297 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation, depletion and amortization of long-lived assets 757 475 463 Gain on sale of equipment (6) — — Loss (gain) on derivative instruments (1,668) (894) 1,397 Equity-based compensation expense 8,000 3,549 1,570 Equity in net income of subsidiaries (24,690) (25,505) (43,712) Deferred income tax benefit (248) (451) (425) Other non-cash adjustments (73) 9 — Changes in operating assets and liabilities: Prepaid expenses and other current assets (1,932) (135) (183) Other assets (593) (2,008) (6) Accrued expenses and other current liabilities 507 1,001 (965) Other liabilities (748) (97) — Net cash (used in) provided by operating activities 682 (3,879) (1,564) Cash flows from investing activities: Purchases of property, plant and equipment (243) (2,641) (1,189) Proceeds from sale of equipment 6 — — Investment in subsidiary (10,986) — (17,303) Net cash (used in) investing activities (11,223) (2,641) (18,492) Cash flows from financing activities: Change in amounts due to (from) subsidiaries, net (65,622) (6,296) 34,150 Purchase of treasury stock (39) — — Principal payments on long-term debt (420) — — Proceeds from issuance of long-term debt, net of debt issuance costs and discount 54,527 — — Net cash (used in) provided by financing activities (11,554) (6,296) 34,150 Net change in cash and cash equivalents (22,095) (12,816) 14,094 Cash and cash equivalents: Beginning of period 65,225 78,041 63,947 End of period $ 43,130 $ 65,225 $ 78,041 See note to condensed financial statements of parent company. Note to Condensed Financial Statements of Parent Company These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of Construction Partners, Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of Construction Partners, Inc.’s operating subsidiaries to pay dividends is restricted by the terms of the credit facilities described in Note 11 - Debt. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Restricted Stock Awards On November 3, 2022, the Company awarded a total of 150,798 restricted shares of Class A common stock to certain members of Company management under the Equity Incentive Plan. The grants are classified as equity awards and have four-year graded vesting. The aggregate grant date fair value of these restricted awards was $4.6 million. Performance Stock Units On November 3, 2022, the Company awarded PSUs of 84,371 shares of Class A common stock to certain executive officers of the Company under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $2.6 million. The PSUs provide for the issuance of shares of Class A common stock upon vesting, which occurs over a three-year performance period based on achievement of the following metrics: (i) compound aggregate revenue growth rate and (ii) average Adjusted EBITDA margin. The final number of shares of Class A common stock issuable upon vesting of PSUs can range from 0% to 150% of the number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee of the Company’s Board of Directors. The achievement of performance goals is modified by the total shareholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15%. Treasury Stock On November 4, 2022, the Company received a total of 5,267 shares of Class A common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to restricted stock awards that vested on September 30, 2022. Amendment to Credit Agreement On November 18, 2022, the Company and each of its wholly owned subsidiaries (collectively, the “Borrowers”) entered into a First Amendment to the Third Amended and Restated Credit Agreement (the “Amendment” and the “Credit Agreement,” respectively). Among other things, the Amendment modified the provisions of the Credit Agreement requiring a prepayment of outstanding indebtedness following a disposition of property or assets exceeding certain thresholds. As a result of the Amendment, the Borrowers may receive up to $10.0 million in the aggregate of net cash proceeds from the disposal of property or assets (other than inventory in the ordinary course of business) in any fiscal year without the requirement to prepay any outstanding indebtedness. However, the Borrowers also may reinvest all or any portion of such net cash proceeds in fixed capital or operating assets, including real property (which reinvested amount will not count against the $10.0 million threshold), provided that (i) if any of the disposed property or assets constitute collateral under the Credit Agreement, the reinvestment must be in fixed capital or operating investments that also constitute collateral, (ii) the reinvestment (or entry into a definitive agreement providing for such reinvestment) must occur within 180 days after receipt of such net cash proceeds and (iii) if a definitive agreement to reinvest the net cash proceeds has been executed within such 180-day period, then the reinvestment must occur within 180 days after the entering into such definitive agreement. Any net cash proceeds not reinvested or subject to a definitive agreement must be applied to the prepayment of the outstanding indebtedness upon the conclusion of the applicable 180-day period. Acquisition of HMA Plants and Disposition of Quarry On November 18, 2022, the Company’s Alabama-based subsidiary acquired three HMA plants in the Nashville, Tennessee metro area from Blue Water Industries. The transaction extended the Company’s footprint into the fast-growing Nashville, Tennessee metro area. In connection with the transaction, the Company’s North Carolina-based subsidiary received cash and transferred ownership of its Daurity Springs Quarry in North Carolina to Blue Water Industries, while retaining aggregate sourcing rights from the quarry for its HMA plants in the central North Carolina area. The Company received net cash consideration of $28.0 million related to these transactions. The total amount of consideration for these transactions remains subject to post-closing adjustments with respect to inventory quantities and other matters as of the date of this report. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Management’s Estimates | Management’s EstimatesThe preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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 consolidated financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, investments, mineral reserves, goodwill and other intangible assets, business acquisition accounting estimates, valuation of operating lease right-of-use assets, allowance for doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, asset retirement obligations, the fair value of derivative instruments and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk. |
Restricted Cash | Restricted CashRestricted cash represents cash held in a fiduciary capacity by the Captive for the payment of casualty insurance claims for the Company and its subsidiaries. |
Contracts Receivable Including Retainage, Net | Contracts Receivable Including Retainage, Net Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled and amounts retained by customers pending satisfactory completion of a project. It is common in the Company’s industry for a small portion of either progress billings or 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 the applicable contract terms. Such amounts, defined as retainage, are included on the Consolidated Balance Sheets 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. Contracts receivable including retainage, net is stated at the amount management expects to collect from outstanding balances. 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, current economic conditions, historical losses and other information available to management. 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 to the contract receivable. |
Revenues from Contracts with Customers, and Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities Billing practices for the Company’s contracts are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method. The Company records contract assets and contract liabilities to account for these differences in timing. The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net.” Included in costs and estimated earnings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. 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 in the transaction price for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the customer. Recognition of revenues and cost of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion. No material adjustments to a contract were noted in the fiscal year ended September 30, 2022. Management believes the Company maintains reasonable estimates based on prior 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 be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs). Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company. The Company’s obligation is not satisfied until the entire project is complete. Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or the most likely amount the Company expects to incur, in the case of liquidated damages or penalties. Such amounts are included in the transaction price for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment. The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company is committed to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined. Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification. This is because goods and services promised under change orders are generally not distinct from the remaining goods and services under the existing contract, due to the significant integration of services performed in the context of the contract. Accordingly, change orders are generally accounted for as a modification of the existing contract and single performance obligation. We account for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. |
Concentration of Risks | Concentration of RisksFinancial 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. The Company monitors concentrations of credit risk associated with these receivables 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 well-known local companies whose reputations are known to management. The Company performs credit checks for significant new customers and generally requires progress payments for significant projects. The Company generally has the ability to file liens against the property if payments are not made on a timely basis. |
Inventories | InventoriesThe Company’s inventories are stated at the lower of cost or net realizable value and are accounted for on an average cost basis or a first-in, first-out cost basis. The cost of inventory includes the cost of material, labor, trucking and other equipment costs associated with procuring and transporting materials to HMA plants for production and delivery to customers. Inventories consist primarily of construction stone that has been removed from aggregates facilities and processed for future sale or internal use, raw materials, including asphalt cement, aggregates and millings that the Company expects to utilize on construction projects within one year. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses certain financial assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy: Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 . Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at September 30, 2022 and 2021. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at September 30, 2022. These investments are adjusted to fair value at each balance sheet date and are considered Level 2 inputs. The Company also has Term Loans and a Revolving Credit Facility, as described in Note 11 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and debt issuance costs and current maturities of long-term debt on the Company’s Consolidated Balance Sheets at September 30, 2022 and 2021. Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has derivative instruments. The fair value of commodity and interest rate swaps are based on forward and spot prices, as described in Note 21 - Fair Value Measurements. Level 3 fair values are used to value acquired mineral reserves and leased mineral interests. The fair values of mineral reserves and leased mineral interests are determined using an excess earnings approach, which requires management to estimate future cash flows. The estimate of future cash flows is based on available historical information and forecasts determined by management, but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, volumes and expected profit margins, net of capital requirements. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business. Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are initially recorded at cost or, if acquired as a business combination, at fair value and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements for operating leases are amortized over the lesser of the term of the related lease or the estimated useful lives of the improvements. Mineral reserves and mine development costs, including stripping costs incurred during the development stage of a mine, are depleted in accordance with the units-of-production method as aggregates are extracted, using the initial allocation of cost based on proven and probable reserves. Routine repair and maintenance costs are expensed as incurred. Asset improvements are capitalized at cost and amortized over the remaining useful life of the related asset. Management periodically assesses the estimated useful life over which assets are depreciated, depleted or amortized. If the analysis warrants a change in the estimated useful life of property, plant and equipment, management will reduce the estimated useful life and depreciate, deplete or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal, and the resulting gains and losses are included in the Company’s Consolidated Statements of Comprehensive Income during the same period. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The carrying value of property, plant and equipment and intangible assets subject to amortization is evaluated whenever events or changes in circumstances indicate that the carrying amount of such assets, or an asset group, may not be recoverable. Events or circumstances that might cause management to perform impairment testing include, but are not limited to, (i) a significant decrease in the market price of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, (iii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset, (iv) an operating or cash flow performance combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of an asset, and (v) an expectation that an asset will be disposed of significantly before the end of its previously estimated useful life. If indicators of potential impairment are present, management performs a recoverability test and, if necessary, records an impairment loss. If the total estimated future undiscounted cash flows to be generated from the use and ultimate disposition of an asset or asset group is less than its carrying value, an impairment loss is recorded in the Company’s Consolidated Statements of Comprehensive Income, measured as the amount required to reduce the carrying value to fair value. Fair value is determined in accordance with the best available information based on the hierarchy described under “Fair Value Measurements” above. For example, the Company would first seek to identify quoted prices or other observable market data. If observable data is not available, management would apply the best available information under the circumstances to a technique, such as a discounted cash flow model, to estimate fair value. Impairment analysis involves estimates and the use of assumptions in connection with judgments made in forecasting long-term estimated inflows and outflows resulting from the use and ultimate disposition of an asset, and determining the ultimate useful lives of assets. Actual results may differ from these estimates using different assumptions, which could materially impact the results of an impairment assessment. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations. Other intangible assets consist of an indefinite-lived trade name license in connection with a business acquired, and finite-lived assets, including a non-compete agreement, customer relationships and construction backlog, each acquired in business acquisitions. Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, management evaluates whether events and circumstances continue to support an indefinite useful life. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. Annually, on the first day of the Company’s fourth fiscal quarter, management performs an analysis of the carrying value of goodwill at its reporting unit for potential impairment. In accordance with GAAP, the Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine whether there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative assessment. Because the Company has only one reporting unit, a market capitalization calculation can be performed as the first step of the quantitative assessment by comparing the book value of the Company’s stock (determined by reference to the Company’s stockholders’ equity) to the fair value of a share of the Company’s stock. If the fair value of the stock is greater than the book value of the stock, goodwill is deemed not to be impaired, and no further testing is required. If the fair value is less than the calculated book value, then the Company must take a second step to determine the impairment amount, as described below. The second step requires comparing the carrying value of a reporting unit, including goodwill, to its fair value, typically using the multiple period discounting method under the income approach and market approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenues and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple, to estimate fair value. The market approach could include applying a control premium to the market price of the Company’s common stock or utilizing guideline public company multiples. Management’s assessment of facts and circumstances at each analysis date could cause these assumptions to change. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired, and no further testing is required. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge is recorded to write down goodwill to its fair value and is recorded in the Company’s Consolidated Statements of Comprehensive Income. The Company performed a quantitative assessment of goodwill using the market capitalization calculation for fiscal years 2022 and 2021 and determined that the fair value of its reporting unit exceeded its carrying value, and thus concluded that the carrying value of goodwill was not impaired as of our annual goodwill and intangible assets impairment test date, which is July 1. Accordingly, no further analysis was required or performed. Management also annually assesses the carrying value of the Company’s indefinite-lived intangible assets other than goodwill on the first day of the fiscal fourth quarter. The Company performed a qualitative impairment assessment of its indefinite-lived trade name license. The qualitative assessment did not identify indicators of impairment, and it was determined that is more likely than not the indefinite-lived trade name license fair value was more than its carrying amount. Accordingly, no further analysis was required or performed. |
Deferred Financing Costs | Deferred Financing CostsCosts directly associated with obtaining debt financing are capitalized upon the issuance of long-term debt and amortized over the term of the related debt agreement. Unamortized amounts are presented on the Consolidated Balance Sheets as a direct deduction from the carrying amount of the related long-term debt liability. Loan issuance costs associated with the Revolving Credit Facility are presented as a component of other assets. Loan issuance costs incurred in connection with the Revolving Credit Facility are amortized using the straight-line method over the life of the Credit Agreement. |
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 reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities 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 on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets. We recognize the financial statement benefit of the Company’s tax positions that are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is more likely than not to be sustained. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively. Refer to Note 15 - Provision for Income Taxes for further information regarding our federal and state income taxes. |
Equity-Based Incentive Plans | Equity-Based Incentive Plans Compensation costs related to equity-classified share-based awards are recognized in the consolidated financial statements based on grant date fair value. Compensation cost for graded-vesting awards is recognized ratably over the respective vesting periods. |
Accrued Insurance Costs | Accrued Insurance Costs The Company carries insurance policies to cover various risks, primarily including general liability, automobile liability and workers’ compensation, under which it is liable to reimburse the insurance company for a portion of each claim paid. Effective October 1, 2021, the Captive retains the first $1,000,000 per claim liability for each claim paid. Also effective October 1, 2021, the Company became a member of CIRCA, Limited, a group captive insurance company, that retains the next $550,000 per claim liability for each claim paid. The Company utilizes various primary and excess insurance companies to cover the liability for claims in excess of the retained amounts. Changes in loss assumptions caused by changes in actual experience would affect the assessment of the ultimate liability and could have an effect on the Company’s operating results and financial position up to $1,000,000 per occurrence for general liability, automobile liability and workers’ compensation claims. Prior to October 1, 2021, the amount for which the Company was liable for general liability, automobile liability and workers’ compensation claims ranged from $100,000 to $500,000 per occurrence. Management accrues insurance costs for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends modified, if necessary, by recent events. The Company provides employee medical insurance under policies that are both fixed-premium, fully-insured policies and self-insured policies that are administered by the insurance company. Under the self-insured policies, the Company is liable to reimburse the insurance company for actual claims paid plus an administrative fee. The Company purchases separate stop-loss insurance that limits the individual participant claim loss to amounts ranging from $100,000 to $160,000. |
Warranties | Warranties For some contracts, the Company is required to furnish a warranty that is usually one year in length. Because of the nature of these contracts, including contract owner inspections of the work both during construction and prior to acceptance, the Company has not experienced material warranty costs for these short-term warranties and, therefore, has not established an accrual of these costs. Certain contracts carry longer warranty periods, for which the Company has accrued an estimate of warranty costs. The warranty liability is estimated based on the Company's experience with the specific type of construction work and was not material as of September 30, 2022 and 2021. |
Earnings per Share | Earnings per Share Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method. |
Stripping Costs | Stripping Costs Stripping costs are costs incurred for the removal of overburden or waste materials for the purpose of obtaining access to aggregate materials that will be commercially produced. Stripping costs incurred during the development stage of a mine (pre-production stripping) are capitalized and reported within property, plant and equipment, net in our accompanying Consolidated Balance Sheets. Capitalized pre-production stripping costs are depleted in accordance with the units-of-production method as aggregates are extracted, once the mine is no longer in the development stage. Pre-production stripping costs included in property, plant and equipment were $3.9 million and $2.7 million, respectively, for the fiscal years ended September 30, 2022 and 2021. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (AROs) are legal obligations associated with the retirement of tangible long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets. The ARO is recognized at its estimated fair value in the period in which it is incurred. These obligations generally include the estimated net future costs of dismantling, restoring and reclaiming operating mines and related mine sites, in accordance with federal, state, local regulatory and land lease agreement requirements. Upon initial recognition of a liability, the associated asset retirement costs are capitalized as part of the related long-lived asset and depreciated over the estimated useful life of the related asset. The liability is accreted over time through charges to earnings. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs. If the ARO is settled for an amount other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation at each mine site in accordance with ASC guidance for accounting for reclamation obligations. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities At the inception of a contractual arrangement, the Company determines whether a contract contains a lease by assessing whether the contract conveys to the Company the right to control the use of an identified asset in exchange for consideration over a period of time. Leases are recognized in accordance with ASC Topic 842, Leases (“Topic 842”). The Company measures and records an operating lease liability equal to the present value of the future lease payments. Because most of the Company’s leases do not provide an implicit rate, the Company’s incremental borrowing rate is used in determining the present value of lease payments. The amount of the operating lease right-of-use asset consists of: (i) the amount of the initial measurement of the operating lease liability; (ii) any lease payments made at or before the commencement date, minus any lease incentives received; and (iii) any initial direct costs incurred. The present value calculation may account for an option to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Within the provisions of certain leases, there are escalations in payments over the base lease term, which have been reflected in lease expense on a straight-line basis for operating leases over the expected lease term. The Company has elected not to apply the recognition requirements of Topic 842 to short-term leases (those with terms of 12 months or less) or leases to explore for or use minerals. Instead, for these types of leases, the Company recognizes lease expense in the Consolidated Statements of Comprehensive Income on a straight-line basis over the lease term. |
Comprehensive Income | Comprehensive Income We report comprehensive income in our Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity. Comprehensive income comprises two subsets: net income and other comprehensive income (OCI). OCI includes adjustments for changes in fair value of an interest rate swap contract derivative and available-for-sale restricted investments. For additional information about comprehensive income see Note 23 - Other Comprehensive Income. |
Segment Reporting and Reporting Units | Segment Reporting and Reporting Units As of September 30, 2022, the Company operated in Alabama, Florida, Georgia, North Carolina and South Carolina through its wholly owned subsidiaries located in five southeastern states. Each of the Company’s platform operating companies engages in essentially the same business, which consists primarily of infrastructure and road construction. Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level and at the individual contract level to timely identify deviations from expected results. Resource allocations are based on the capacity of the Company’s operating facilities to pursue new project opportunities, including reallocation of assets that are underutilized from time to time at a certain operating facility to another operating facility where additional resources might be required to fully meet demand. Other factors further supporting this conclusion include substantial similarities throughout all of the Company’s operations with respect to services provided, type of customers, sourcing of materials and manufacturing and delivery methodologies. Management further determined that, based on their economic similarities, the Company’s five platform operating companies, representing components, should be aggregated into one reporting unit for purposes of assessing potential impairment of goodwill in accordance with ASC Topic 350, Intangibles — Goodwill and Other . These legal entities represent material acquisitions that occurred over time pursuant to the Company’s strategic growth strategy. Each platform company is managed by its president, who has primary responsibility for the respective operating company. Collectively, these presidents are directly accountable to, and maintain regular contact with, the CODM as a team to discuss operating activities, financial results, forecasts, and operating plans for the Company’s single operating segment. |
Business Acquisitions | Business Acquisitions The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805 - Business Combinations, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. We engage third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. The Company may adjust the amounts recognized in an acquisition during a measurement period not to exceed one year from the date of acquisition. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items are recognized in the period the adjustment is determined. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, “Simplifying the Accounting for Income Taxes,” which adds new guidance to simplify the accounting for income taxes and changes the accounting for certain income tax transactions. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this guidance effective October 1, 2021 as required and noted no material impact to the Company's consolidated financial statements. In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance for the fiscal year ended September 30, 2022 and applied the guidance to business acquisitions that had contract assets and contract liabilities. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of customer concentration risk | Customers that accounted for more than 10% of consolidated revenues during any of the fiscal years ended September 30, 2022, 2021 and 2020 are presented below: % of Consolidated Revenues for the Fiscal 2022 2021 2020 Alabama Department of Transportation 10.0% 10.8% 11.6% North Carolina Department of Transportation 11.2% 10.3% 7.8% |
Schedule of revenue by major customers by reporting segments | The following table reflects, for the periods presented, (i) revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) revenues generated from private infrastructure construction projects and the sale of construction materials to private customers. % of Consolidated Revenues for the Fiscal 2022 2021 2020 Public 60.9% 61.3% 65.3% Private 39.1% 38.7% 34.7% |
Schedule of useful lives of property, plant and equipment | The estimated useful lives of property, plant and equipment categories are as follows: Category Estimated Useful Life Land and improvements Land, unlimited; improvements, 15-25 years Mineral reserves Based on depletion Buildings 5 - 39 years Plants 3 - 20 years Construction equipment 3 - 10 years Furniture and fixtures 5 - 10 years Leasehold improvements The shorter of 15 years or the remaining lease term Property, plant and equipment at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Construction equipment $ 402,581 $ 333,966 Plants 167,625 143,172 Land and improvements 59,454 53,415 Mineral reserves 91,992 86,556 Buildings 32,566 27,163 Furniture and fixtures 7,110 6,426 Leasehold improvements 1,230 1,230 Total property, plant and equipment, gross 762,558 651,928 Accumulated depreciation, depletion and amortization (304,935) (250,803) Construction in progress 23,789 3,707 Total property, plant and equipment, net $ 481,412 $ 404,832 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of fair values of assets acquired and liabilities assumed | The following table summarizes the consideration for the aforementioned acquisitions and the amounts of identified assets acquired and liabilities assumed as of September 30, 2022 (in thousands): Acquisitions - Final North Carolina Acquisition - Provisional South Carolina Acquisition - Provisional Total Cash and cash equivalents $ 1,168 $ — $ — $ 1,168 Contracts receivable including retainage 7,162 1,854 — 9,016 Cost and estimated earnings in excess of billings on uncompleted contracts 125 — — 125 Inventories 1,928 64 988 2,980 Prepaid expenses and other current assets 213 — — 213 Property, plant and equipment 45,776 3,879 30,636 80,291 Deferred tax assets 2,237 234 — 2,471 Intangible assets 9,000 — — 9,000 Total assets 67,609 6,031 31,624 105,264 Accounts payable 2,759 — — 2,759 Billings in excess of costs and estimated earnings on uncompleted contracts 2,697 426 — 3,123 Accrued expenses and other current liabilities 2,526 594 2,980 6,100 Unfavorable contract liabilities 4,900 — 3,000 7,900 Deferred tax liabilities — — 282 282 Total liabilities 12,882 1,020 6,262 20,164 Goodwill 37,647 7,369 284 45,300 Total cash consideration transferred 92,374 11,716 25,646 129,736 Total consideration payable — 664 — 664 Total purchase price $ 92,374 $ 12,380 $ 25,646 $ 130,400 North Carolina Acquisitions Alabama Acquisition Total as of September 30, 2021 Finalized as of September 30, 2022 Accounts receivable $ 110 $ — $ 110 $ 110 Inventories 4,819 6,480 11,299 11,209 Property, plant and equipment 70,613 35,020 105,633 105,847 Mineral reserves (included in property, plant and equipment) 18,600 38,118 56,718 56,718 Intangible assets — 75 75 3,700 Total assets 94,142 79,693 173,835 177,584 Total liabilities — (718) (718) (3,210) Goodwill 35,917 3,157 39,074 37,817 Total purchase price $ 130,059 $ 82,132 $ 212,191 $ 212,191 |
Schedule of pro forma revenues and net income | The following presents pro forma revenues and net income as though the acquisitions had occurred on October 1, 2019 (unaudited, in thousands): For the Fiscal Year Ended September 30, 2022 2021 2020 Pro forma revenues $ 1,374,936 $ 1,104,850 $ 979,790 Pro forma net income $ 19,137 $ 18,016 $ 38,136 |
Contracts Receivable Includin_2
Contracts Receivable Including Retainage, net (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Contractors [Abstract] | |
Schedule of contracts receivable including retainage, net | Contracts receivable including retainage, net consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Contracts receivable $ 221,566 $ 132,456 Retainage 44,253 27,640 265,819 160,096 Allowance for doubtful accounts (612) (1,926) Contracts receivable including retainage, net $ 265,207 $ 158,170 The following is a summary of changes in the allowance for doubtful accounts balance during the fiscal years ended September 30, 2022 and 2021 (in thousands): For the Fiscal Year Ended 2022 2021 Balance at beginning of period $ 1,926 $ 1,440 Charged (credited) to bad debt expense (947) 784 Write-off of contracts receivable including retainage (367) (298) Balance at end of period $ 612 $ 1,926 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of costs and estimated earnings compared to billings on uncompleted contracts | Costs and estimated earnings compared to billings on uncompleted contracts at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Costs on uncompleted contracts $ 1,520,510 $ 1,058,434 Estimated earnings to date on uncompleted contracts 146,459 110,430 1,666,969 1,168,864 Billings to date on uncompleted contracts (1,690,175) (1,179,560) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (23,206) $ (10,696) Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2021 to September 30, 2022 are presented below (in thousands): Costs and Estimated Earnings in Excess of Billings on Billings in Excess of Costs and Estimated Earnings on Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts September 30, 2021 $ 23,023 $ (33,719) $ (10,696) Changes in revenue billed, contract price or cost estimates 6,248 (18,758) (12,510) September 30, 2022 $ 29,271 $ (52,477) $ (23,206) |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Prepaid expenses $ 7,221 $ 5,438 Other current assets 5,736 2,352 Total prepaid expenses and other current assets $ 12,957 $ 7,790 |
Schedule of other noncurrent assets | Other assets consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Interest rate swap contract $ 24,719 $ — Notes receivable 1,121 1,367 Other assets 4,701 4,167 Total other assets $ 30,541 $ 5,534 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The estimated useful lives of property, plant and equipment categories are as follows: Category Estimated Useful Life Land and improvements Land, unlimited; improvements, 15-25 years Mineral reserves Based on depletion Buildings 5 - 39 years Plants 3 - 20 years Construction equipment 3 - 10 years Furniture and fixtures 5 - 10 years Leasehold improvements The shorter of 15 years or the remaining lease term Property, plant and equipment at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Construction equipment $ 402,581 $ 333,966 Plants 167,625 143,172 Land and improvements 59,454 53,415 Mineral reserves 91,992 86,556 Buildings 32,566 27,163 Furniture and fixtures 7,110 6,426 Leasehold improvements 1,230 1,230 Total property, plant and equipment, gross 762,558 651,928 Accumulated depreciation, depletion and amortization (304,935) (250,803) Construction in progress 23,789 3,707 Total property, plant and equipment, net $ 481,412 $ 404,832 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following presents goodwill activity during the fiscal years ended September 30, 2022 and 2021 (in thousands): Balance at September 30, 2020 $ 46,348 Additions 39,074 Balance at September 30, 2021 85,422 Additions 45,300 Measurement period adjustments $ (1,257) Balance at September 30, 2022 $ 129,465 |
Schedule of finite-lived intangible assets | A summary of other intangible assets at September 30, 2022 and 2021 is as follows (in thousands): September 30, 2022 2021 Weighted Average Life Gross Value Accumulated Net Book Gross Value Accumulated Net Book Indefinite-lived: Trade name license Indefinite $ 5,300 N/A $ 5,300 $ 2,000 N/A $ 2,000 Finite-lived: Customer relationship 13 years 11,045 (1,304) 9,741 1,645 (640) 1,005 Non-compete agreements 7 years 1,220 (285) 935 1,295 (137) 1,158 Total intangible assets $ 17,565 $ (1,589) $ 15,976 $ 4,940 $ (777) $ 4,163 |
Schedule of finite-lived intangible assets, future amortization expense | Estimated future total amortization expense related to finite-lived intangible assets is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2023 $ 981 2024 978 2025 977 2026 925 2027 776 Thereafter 6,039 Total $ 10,676 |
Liabilities (Tables)
Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Accrued payroll and benefits $ 12,980 $ 19,302 Accrued insurance costs 3,081 3,444 Unfavorable contract liabilities 4,824 — Other current liabilities 7,599 3,713 Total accrued expenses and other current liabilities $ 28,484 $ 26,459 |
Schedule of other noncurrent liabilities | Other long-term liabilities consisted of the following at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Accrued insurance costs $ 8,210 $ 6,497 Other 3,456 4,422 Total other long-term liabilities $ 11,666 $ 10,919 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt at September 30, 2022 and 2021 consisted of the following (in thousands): September 30, 2022 2021 Long-term debt: Term Loan $ 271,875 $ 197,500 Revolving Credit Facility 105,100 20,000 Total long-term debt 376,975 217,500 Deferred debt issuance costs (1,409) (1,325) Current maturities of long-term debt (12,500) (10,000) Long-term debt, net of current maturities and debt issuance costs $ 363,066 $ 206,175 |
Contractual obligation, fiscal year maturity schedule | The scheduled contractual repayment terms of long-term debt at September 30, 2022 are as follows: Fiscal Year Amount 2023 $ 12,500 2024 13,750 2025 17,188 2026 20,625 2027 312,912 Total $ 376,975 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of earnings per share | The following table 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 Fiscal Year Ended September 30, 2022 2021 2020 Numerator Net income attributable to common stockholders $ 21,376 $ 20,177 $ 40,297 Denominator Weighted average number of common shares outstanding, basic 51,773,559 51,636,955 51,489,211 Net income per common share attributable to common stockholders, basic $ 0.41 $ 0.39 $ 0.78 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 Fiscal Year Ended September 30, 2022 2021 2020 Numerator Net income attributable to common stockholders $ 21,376 $ 20,177 $ 40,297 Denominator Weighted average number of basic common 51,773,559 51,636,955 51,489,211 Effect of dilutive securities: Restricted stock unit grants 183,861 136,258 147,723 Weighted average number of diluted common 51,957,420 51,773,213 51,636,934 Net income per diluted common share attributable $ 0.41 $ 0.39 $ 0.78 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of nonvested Restricted Stock Units activity | A summary of the changes in the Company's restricted stock units ("RSUs") is as follows: For the Fiscal Year Ended September 30, 2022 2021 2020 RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU Unvested, beginning balance 595,561 $ 25.42 292,534 $ 12.88 292,534 $ 12.88 Granted 256,167 32.62 510,733 26.52 — — Vested (134,481) 18.19 (207,706) 10.47 — — Forfeited (1,523) 33.77 — — — — Unvested, ending balance 715,724 $ 29.34 595,561 $ 25.42 292,534 $ 12.88 |
Schedule of share-based compensation arrangements by share-based payment award, options, expected to vest | The underlying RSU shares subject to awards granted under the Equity Incentive Plan will vest, as applicable, as follows: Fiscal Year Number of Shares 2023 36,969 2024 351,967 2025 311,788 2026 15,000 Total 715,724 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The provision for income taxes for the fiscal years ended September 30, 2022, 2021 and 2020 consisted of the following (in thousands): For the Fiscal Year Ended 2022 2021 2020 Current U.S. Federal $ — $ 3,609 $ 8,960 State 949 995 490 Total current 949 4,604 9,450 Deferred U.S. Federal 5,662 3,029 2,222 State 304 716 1,088 Total deferred 5,966 3,745 3,310 Provision for income taxes $ 6,915 $ 8,349 $ 12,760 |
Schedule of deferred tax assets and liabilities | The Company’s deferred tax assets and liabilities consisted of the following temporary difference tax effects at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Deferred tax assets Allowance for bad debt $ 150 $ 413 Amortization of finite-lived intangible assets 943 586 Federal net operating loss carryforward 2,632 — State net operating loss carryforward 1,205 488 Employee benefits 1,986 736 Acquisition liabilities 2,127 — Accrued insurance claims 911 1,610 Other 998 335 Total deferred tax assets 10,952 4,168 Deferred tax liabilities Amortization of goodwill (6,582) (6,541) Property, plant and equipment (24,131) (14,530) Interest rate swap contract (5,692) — Other (1,260) (459) Total deferred tax liabilities, (37,665) (21,530) Net deferred tax liabilities $ (26,713) $ (17,362) |
Reconciliation of net deferred tax assets (liabilities) | The following is a reconciliation of net deferred tax assets (liabilities) to amounts reflected on the Company’s Consolidated Balance Sheets at September 30, 2022 and 2021 (in thousands): September 30, 2022 2021 Asset: Deferred income taxes, net $ — $ — Liability: Deferred income taxes, net (26,713) (17,362) Net deferred tax assets (liabilities) $ (26,713) $ (17,362) |
Schedule of effective income tax rate reconciliation | The following table reconciles income taxes based on the U.S. federal statutory tax rate to the Company’s income before provision for income taxes for the fiscal years ended September 30, 2022, 2021 and 2020 (in thousands): For the Fiscal Year Ended 2022 2021 2020 Provision for income tax at federal statutory rate $ 5,941 $ 5,990 $ 11,142 State income taxes 569 1,351 1,272 Permanent differences 353 961 330 Other 52 47 16 Provision for income taxes $ 6,915 $ 8,349 $ 12,760 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table presents revenues earned and expenses incurred by the Company during the fiscal years ended September 30, 2022, 2021 and 2020, and receivable and accounts payable balances at September 30, 2022 and 2021, related to transactions with the related parties described above (in thousands): Revenue Earned (Expense Incurred) Receivable (Payable) For the Fiscal Year Ended September 30, September 30, 2022 2021 2020 2022 2021 Purchaser of subsidiary $ — $ — $ — $ 414 $ 518 Disposed entity — — — 264 330 Land Development Project — — — 712 788 Subcontracting Services (8,655) (1) (9,385) (1) (11,110) (1) (695) (563) Island Pond (320) (2) (320) (2) (320) (2) — — SunTx (1,451) (2) (1,935) (2) (1,403) (2) — — (1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Comprehensive Income. (2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of unrecorded unconditional purchase obligations disclosure | As of September 30, 2022, our purchase commitments annually thereafter are as follows (in thousands): Fiscal Year Amount 2023 $ 5,436 2024 976 Total $ 6,412 |
Royalty, future minimum payments | The Company has commitments in the form of minimum royalties as of September 30, 2022 in the amount of $2.7 million, due as follows (in thousands): Fiscal Year Amount 2023 $ 255 2024 246 2025 207 2026 182 2027 170 Thereafter 1,615 Total $ 2,675 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease, cost | The components of lease expense were as follows (in thousands): For the Fiscal Year Ended September 30, 2022 2021 2020 Operating lease cost $ 2,568 $ 2,475 $ 3,498 Short-term lease cost 21,177 13,346 13,374 Total lease expense 23,745 15,821 16,872 |
Lessee, operating lease, liability, maturity | The following table summarizes the Company’s undiscounted lease liabilities outstanding as of September 30, 2022 (in thousands): Fiscal Year Amount 2023 $ 2,621 2024 2,213 2025 1,833 2026 1,816 2027 1,709 Thereafter 6,304 Total future minimum lease payments $ 16,496 Less: imputed interest 2,228 Total $ 14,268 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value, liabilities measured on recurring basis | The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and 2021 under ASC 820, Fair Value Measurements (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2022 Level 1 Level 2 Level 3 Assets: Commodity swap contracts $ — $ 1,187 $ — Interest rate swaps — 24,719 — Corporate debt securities — 2,537 — U.S. government securities — 2,481 — Municipal government securities — 1,055 — Other debt securities — 793 — Total Assets $ — $ 32,772 $ — Liabilities: Commodity swap contracts $ — $ 661 $ — Total Liabilities $ — $ 661 $ — Fair Value Measurement at Reporting Date Using September 30, 2021 Level 1 Level 2 Level 3 Assets: Commodity swap contracts $ — $ 1,812 $ — Total Assets $ — $ 1,812 $ — Liabilities: Interest rate swaps $ — $ 845 $ — Total Liabilities $ — $ 845 $ — |
Investment in Derivative Inst_2
Investment in Derivative Instruments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives instruments statements of financial performance and financial position, location | The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity derivative contracts for the fiscal years ended September 30, 2022, 2021 and 2020 and the fair value of these derivatives as of September 30, 2022 and 2021 (in thousands): For the Fiscal Year Ended September 30, 2022 2021 2020 Change in Change in Change in Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ 3,472 $ (1,286) $ 2,186 $ 830 $ 2,315 $ 3,145 $ (432) $ (503) $ (935) Interest expense, net (806) 1,668 862 (890) 894 4 (388) (1,397) (1,785) Total $ 2,666 $ 382 $ 3,048 $ (60) $ 3,209 $ 3,149 $ (820) $ (1,900) $ (2,720) September 30, Balance Sheet Classification 2022 2021 Prepaid expenses and other current assets - commodity swaps $ 1,032 $ 990 Other assets - commodity swaps 155 822 Other assets - interest rate swap (1) 24,719 Accrued expense and other current liabilities - commodity swaps (601) — Accrued expense and other current liabilities - interest rate swaps — (97) Other long-term liabilities - commodity swaps (60) — Other long-term liabilities - interest rate swaps (2) — (748) Net unrealized gain (loss) position $ 25,245 $ 967 (1) Includes designated cash flow hedge of $24,719 as of September 30, 2022. (2) Includes designated cash flow hedge of $(31) as of September 30, 2021. |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Other Comprehensive Income (Loss), Tax [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Amounts in accumulated other comprehensive income ("AOCI"), net of tax, at September 30, are as follows (in thousands): AOCI 2022 2021 2020 Interest rate swap contract, net of blend and extend arrangement 23,761 (31) — Unrealized loss on available-for-sale securities (566) — — Less tax effect of other comprehensive income (loss) items (5,575) 8 — Total $ 17,620 $ (23) $ — |
Schedule of cash flow hedges included in accumulated other comprehensive income (loss) | Changes in AOCI, net of tax, are as follows (in thousands): AOCI Balance at September 30, 2020 — Net OCI changes (23) Balance at September 30, 2021 (23) Net OCI changes 17,643 Balance at September 30, 2022 $ 17,620 |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from AOCI to earnings, are as follows (in thousands): 2022 2021 2020 Interest expense $ 468 $ 224 $ — Benefit from income taxes (108) (56) — Total reclassifications from AOCI to earnings $ 360 $ 168 $ — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of reconciliation of asset retirement obligations | The following is a reconciliation of these asset retirement obligations (in thousands): For the Fiscal Year Ended September 30, 2022 2021 Asset Retirement Obligations Balance at beginning of year $ 2,788 $ — Liabilities incurred — 2,070 Liabilities settled — — Liabilities assumed — 718 Accretion expense 70 — Balance at end of year $ 2,858 $ 2,788 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of debt securities | The following is a summary of the Company's debt securities as of September 30, 2022 (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 2,797 $ — $ 260 $ 2,537 U.S. government securities 2,622 — 141 2,481 Municipal government securities 1,151 — 96 1,055 Other debt securities 862 — 69 793 Total $ 7,432 $ — $ 566 $ 6,866 The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of September 30, 2022, are as follows (in thousands): September 30, 2022 Amortized Cost Fair Value Less than five years $ 4,836 $ 4,562 Six to ten years 2,252 1,984 Greater than ten years 344 320 Total $ 7,432 $ 6,866 |
Unpaid Losses and Loss Adjust_2
Unpaid Losses and Loss Adjustment Expenses (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following is a summary of the Company's activity in the liability for loss and loss adjustment expense reserves for workers' compensation, general liability and automobile liability as of as of September 30, 2022 and 2021 (in thousands): For the Fiscal Year Ended September 30, 2022 2021 Balance at beginning of year $ 9,941 $ 8,697 Total incurred 5,993 6,323 Total paid (4,643) (5,079) Balance at end of year $ 11,291 $ 9,941 |
Condensed Financial Statement_2
Condensed Financial Statements of Parent Company (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of condensed balance sheet | CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED BALANCE SHEETS (in thousands, except share and per share data) September 30, 2022 2021 ASSETS Cash and cash equivalents $ 43,130 $ 65,225 Prepaid expenses and other current assets 2,995 1,063 Total current assets 46,125 66,288 Property, plant and equipment, net 4,646 5,160 Investment in subsidiaries 444,473 409,245 Deferred income taxes, net — 892 Due from subsidiaries 58,593 — Other assets 28,140 2,014 Total assets $ 581,977 $ 483,599 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Due to subsidiaries $ — $ 46,304 Accrued expenses and other current liabilities 3,477 2,970 Current maturities of long-term debt 1,204 238 Total current liabilities 4,681 49,512 Long-term liabilities: Due to subsidiaries 39,275 — Deferred income taxes, net 4,553 — Long-term debt, net of current maturities and debt issuance costs 77,589 24,440 Other long-term liabilities — 748 Total long-term liabilities 121,417 25,188 Total liabilities 126,098 74,700 Stockholders’ Equity Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2022 and September 30, 2021 and no shares issued and outstanding — — Class A common stock, par value $0.001; 400,000,000 shares authorized, 41,195,730 shares issued and 41,193,024 shares outstanding at September 30, 2022, and 36,600,639 shares issued and outstanding at September 30, 2021 41 37 Class B common stock, par value $0.001; 100,000,000 shares authorized, 14,275,867 shares issued and 11,352,915 shares outstanding at September 30, 2022, and 18,614,791 shares issued and 15,691,839 shares outstanding at September 30, 2021 15 19 Additional paid-in capital 256,571 248,571 Treasury stock, at cost, 2,706 shares of Class A common stock at September 30, 2022, and no shares at September 30, 2021, par value $0.001 (39) — Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $0.001 (15,603) (15,603) Accumulated other comprehensive loss 17,620 (23) Retained earnings 197,274 175,898 Total stockholders’ equity 455,879 408,899 Total liabilities and stockholders’ equity $ 581,977 $ 483,599 See note to condensed financial statements of parent company. |
Schedule of condensed income statement | CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, except share and per share amounts) For the Fiscal Year Ended 2022 2021 2020 Equity in net income of subsidiaries $ 24,690 $ 25,505 $ 43,712 General and administrative expenses (4,758) (6,399) (4,167) Interest expense, net 68 834 (1,218) Gain on sale of equipment, net 6 — — Other income 13 3 — Income before provision for income taxes 20,019 19,943 38,327 Income tax benefit 1,357 234 1,970 Net income $ 21,376 $ 20,177 $ 40,297 Other comprehensive (loss), net of tax Unrealized gain (loss) on interest rate swap contract, net 18,091 (23) — Unrealized (loss) on restricted investments, net (448) — — Other comprehensive (loss) 17,643 (23) — Comprehensive income $ 39,019 $ 20,154 $ 40,297 Net income per share attributable to common stockholders: Basic $ 0.41 $ 0.39 $ 0.78 Diluted $ 0.41 $ 0.39 $ 0.78 Weighted average number of common shares outstanding: Basic 51,773,559 51,636,955 51,489,211 Diluted 51,957,420 51,773,213 51,636,934 See note to condensed financial statements of parent company. |
Schedule of condensed cash flow statement | CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS (in thousands) For the Fiscal Year Ended 2022 2021 2020 Cash flows from operating activities: Net income $ 21,376 $ 20,177 $ 40,297 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation, depletion and amortization of long-lived assets 757 475 463 Gain on sale of equipment (6) — — Loss (gain) on derivative instruments (1,668) (894) 1,397 Equity-based compensation expense 8,000 3,549 1,570 Equity in net income of subsidiaries (24,690) (25,505) (43,712) Deferred income tax benefit (248) (451) (425) Other non-cash adjustments (73) 9 — Changes in operating assets and liabilities: Prepaid expenses and other current assets (1,932) (135) (183) Other assets (593) (2,008) (6) Accrued expenses and other current liabilities 507 1,001 (965) Other liabilities (748) (97) — Net cash (used in) provided by operating activities 682 (3,879) (1,564) Cash flows from investing activities: Purchases of property, plant and equipment (243) (2,641) (1,189) Proceeds from sale of equipment 6 — — Investment in subsidiary (10,986) — (17,303) Net cash (used in) investing activities (11,223) (2,641) (18,492) Cash flows from financing activities: Change in amounts due to (from) subsidiaries, net (65,622) (6,296) 34,150 Purchase of treasury stock (39) — — Principal payments on long-term debt (420) — — Proceeds from issuance of long-term debt, net of debt issuance costs and discount 54,527 — — Net cash (used in) provided by financing activities (11,554) (6,296) 34,150 Net change in cash and cash equivalents (22,095) (12,816) 14,094 Cash and cash equivalents: Beginning of period 65,225 78,041 63,947 End of period $ 43,130 $ 65,225 $ 78,041 See note to condensed financial statements of parent company. |
Significant Accounting Polici_4
Significant Accounting Policies - Concentration of Risks (Details) - Revenues - Customer Concentration Risk | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Public | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 60.90% | 61.30% | 65.30% |
Private | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 39.10% | 38.70% | 34.70% |
Departments of Transportation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 36.80% | 33.70% | 32.50% |
Alabama Department of Transportation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 10.80% | 11.60% |
North Carolina Department of Transportation | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.20% | 10.30% | 7.80% |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Sep. 30, 2022 USD ($) reportable_unit component state | Sep. 30, 2021 USD ($) | Oct. 01, 2021 USD ($) | |
Summary Of Accounting Policies [Line Items] | |||
Restricted cash | $ 28,261 | $ 0 | |
Restricted investments | 6,866,000 | 0 | |
Debt securities, available-for-sale, allowance for credit loss | 0 | 0 | |
Debt securities, available-for-sale, intent impairments | 0 | 0 | |
Weighted average cost inventory amount | 64,800,000 | 46,200,000 | |
FIFO inventory amount | $ 9,400,000 | 7,600,000 | |
Amount retained for each claim paid | $ 1,000,000 | ||
Amount retained by CIRCA per claim paid | $ 550,000 | ||
Amount company is liable for per occurrence | 1,000,000 | ||
Number of reporting units | reportable_unit | 1 | ||
Alabama, Florida, Georgia, North Carolina and South Carolina | |||
Summary Of Accounting Policies [Line Items] | |||
Number of states | state | 5 | ||
Number of platform operating companies | component | 5 | ||
Minimum | |||
Summary Of Accounting Policies [Line Items] | |||
Amount company is liable for per occurrence | 100,000 | ||
Stop-loss insurance purchased | $ 100,000 | ||
Maximum | |||
Summary Of Accounting Policies [Line Items] | |||
Amount company is liable for per occurrence | $ 500,000 | ||
Stop-loss insurance purchased | $ 160,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 39 years |
Plants | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Plants | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Construction equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Construction equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Significant Accounting Polici_7
Significant Accounting Policies - Stripping Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | |||
Capitalized costs, pre-production stripping costs | $ 3.9 | $ 2.7 | |
Production costs, period cost | $ 1.7 | $ 1.8 | $ 1.3 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||
Aug. 02, 2021 USD ($) | Jul. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) acquisition | Sep. 30, 2021 USD ($) plant | Sep. 30, 2020 USD ($) acquisition plant | Oct. 01, 2021 plant | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 129,465 | $ 85,422 | $ 46,348 | |||
Goodwill expected to be deductible to tax purposes | 92,500 | $ 68,500 | ||||
Number of plants acquired | plant | 5 | |||||
Number of manufacturing plants | plant | 2 | |||||
Number of Plants Acquired | plant | 3 | |||||
Acquisition-related Costs | ||||||
Business Acquisition [Line Items] | ||||||
Interest expense | $ 800 | |||||
Acquisitions - Final | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | acquisition | 3 | |||||
Total cash consideration transferred | $ 92,374 | $ 130,059 | ||||
Goodwill | 37,647 | 35,917 | ||||
General and administrative expenses | 400 | |||||
North Carolina Acquisitions Provisional | ||||||
Business Acquisition [Line Items] | ||||||
Total cash consideration transferred | 11,700 | |||||
Goodwill | 7,400 | |||||
Goodwill expected to be deductible to tax purposes | 6,600 | |||||
General and administrative expenses | 100 | |||||
All Acquisitions for Fiscal Year | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | acquisition | 2 | |||||
Total cash consideration transferred | 129,736 | $ 27,500 | ||||
Goodwill | 45,300 | $ 7,800 | ||||
Revenues since acquisition date | 120,800 | |||||
Net income | 900 | |||||
South Carolina Acquisition - Provisional | ||||||
Business Acquisition [Line Items] | ||||||
Total cash consideration transferred | 25,646 | |||||
Goodwill | 284 | |||||
Goodwill expected to be deductible to tax purposes | 0 | |||||
General and administrative expenses | $ 300 | |||||
Purchase price allocation, maximum valuation period | 1 year | |||||
Alabama Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Total cash consideration transferred | $ 82,100 | 82,132 | ||||
Goodwill | $ 2,100 | 3,157 | ||||
North Carolina Acquisition - Goldston | ||||||
Business Acquisition [Line Items] | ||||||
Total cash consideration transferred | $ 31,400 | |||||
Goodwill | $ 2,400 | |||||
North Carolina Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Total cash consideration transferred | 98,700 | |||||
Goodwill | $ 33,300 | |||||
Number of Acquisitions During Period | acquisition | 6 |
Business Acquisitions - Assets
Business Acquisitions - Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 129,465 | $ 85,422 | $ 46,348 | |
All Acquisitions for Fiscal Year | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 1,168 | |||
Contracts receivable including retainage | 9,016 | |||
Cost and estimated earnings in excess of billings on uncompleted contracts | 125 | |||
Inventories | 2,980 | |||
Prepaid expenses and other current assets | 213 | |||
Property, plant and equipment | 80,291 | |||
Deferred tax assets | 2,471 | |||
Intangible assets | 9,000 | |||
Total assets | 105,264 | |||
Total liabilities | (20,164) | |||
Accounts payable | 2,759 | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,123 | |||
Accrued expenses and other current liabilities | 6,100 | |||
Unfavorable contract liabilities | 7,900 | |||
Deferred tax liabilities | 282 | |||
Goodwill | 45,300 | 7,800 | ||
Total cash consideration transferred | 129,736 | $ 27,500 | ||
Total consideration payable | 664 | |||
Total purchase price | 130,400 | |||
Acquisitions Finalized In 2022 | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 1,168 | |||
Acquisitions - Final | ||||
Business Acquisition [Line Items] | ||||
Contracts receivable including retainage | 7,162 | 110 | ||
Cost and estimated earnings in excess of billings on uncompleted contracts | 125 | |||
Inventories | 1,928 | 4,819 | ||
Prepaid expenses and other current assets | 213 | |||
Property, plant and equipment | 45,776 | 70,613 | ||
Mineral reserves (included in property, plant and equipment) | 18,600 | |||
Deferred tax assets | 2,237 | |||
Intangible assets | 9,000 | 0 | ||
Total assets | 67,609 | 94,142 | ||
Total liabilities | (12,882) | 0 | ||
Accounts payable | 2,759 | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | 2,697 | |||
Accrued expenses and other current liabilities | 2,526 | |||
Unfavorable contract liabilities | 4,900 | |||
Deferred tax liabilities | 0 | |||
Goodwill | 37,647 | 35,917 | ||
Total cash consideration transferred | 92,374 | 130,059 | ||
Total consideration payable | 0 | |||
Total purchase price | 92,374 | |||
North Carolina Acquisition - Provisional | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 0 | |||
Contracts receivable including retainage | 1,854 | |||
Cost and estimated earnings in excess of billings on uncompleted contracts | 0 | |||
Inventories | 64 | |||
Prepaid expenses and other current assets | 0 | |||
Property, plant and equipment | 3,879 | |||
Deferred tax assets | 234 | |||
Intangible assets | 0 | |||
Total assets | 6,031 | |||
Total liabilities | (1,020) | |||
Accounts payable | 0 | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | 426 | |||
Accrued expenses and other current liabilities | 594 | |||
Unfavorable contract liabilities | 0 | |||
Deferred tax liabilities | 0 | |||
Goodwill | 7,369 | |||
Total cash consideration transferred | 11,716 | |||
Total consideration payable | 664 | |||
Total purchase price | 12,380 | |||
South Carolina Acquisition - Provisional | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 0 | |||
Contracts receivable including retainage | 0 | |||
Cost and estimated earnings in excess of billings on uncompleted contracts | 0 | |||
Inventories | 988 | |||
Prepaid expenses and other current assets | 0 | |||
Property, plant and equipment | 30,636 | |||
Deferred tax assets | 0 | |||
Intangible assets | 0 | |||
Total assets | 31,624 | |||
Total liabilities | (6,262) | |||
Accounts payable | 0 | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | |||
Accrued expenses and other current liabilities | 2,980 | |||
Unfavorable contract liabilities | 3,000 | |||
Deferred tax liabilities | 282 | |||
Goodwill | 284 | |||
Total cash consideration transferred | 25,646 | |||
Total consideration payable | 0 | |||
Total purchase price | 25,646 | |||
Alabama Acquisition | ||||
Business Acquisition [Line Items] | ||||
Contracts receivable including retainage | 0 | |||
Inventories | 6,480 | |||
Property, plant and equipment | 35,020 | |||
Mineral reserves (included in property, plant and equipment) | 38,118 | |||
Intangible assets | 75 | |||
Total assets | 79,693 | |||
Total liabilities | (718) | |||
Goodwill | $ 2,100 | 3,157 | ||
Total cash consideration transferred | $ 82,100 | 82,132 | ||
North Carolina and Alabama Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Contracts receivable including retainage | 110 | 110 | ||
Inventories | 11,209 | 11,299 | ||
Property, plant and equipment | 105,847 | 105,633 | ||
Mineral reserves (included in property, plant and equipment) | 56,718 | 56,718 | ||
Intangible assets | 3,700 | 75 | ||
Total assets | 177,584 | 173,835 | ||
Total liabilities | (3,210) | (718) | ||
Goodwill | 37,817 | 39,074 | ||
Total cash consideration transferred | $ 212,191 | $ 212,191 |
Business Acquisitions - Proform
Business Acquisitions - Proforma Revenue and Net Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combinations [Abstract] | |||
Pro forma revenues | $ 1,374,936 | $ 1,104,850 | $ 979,790 |
Pro forma net income | $ 19,137 | $ 18,016 | $ 38,136 |
Contracts Receivable Includin_3
Contracts Receivable Including Retainage, net - Schedule of Contracts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Contractors [Abstract] | |||
Contracts receivable | $ 221,566 | $ 132,456 | |
Retainage | 44,253 | 27,640 | |
Contracts receivable including retainage, gross | 265,819 | 160,096 | |
Allowance for doubtful accounts | (612) | (1,926) | $ (1,440) |
Contracts receivable including retainage, net | $ 265,207 | $ 158,170 |
Contracts Receivable Includin_4
Contracts Receivable Including Retainage, net - Rollforward of Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 1,926 | $ 1,440 | |
Charged (credited) to bad debt expense | (947) | 784 | $ 705 |
Write-off of contracts receivable including retainage | (367) | (298) | |
Balance at end of period | $ 612 | $ 1,926 | $ 1,440 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Cost and Estimated Earnings Compared to Billings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Costs on uncompleted contracts | $ 1,520,510 | $ 1,058,434 |
Estimated earnings to date on uncompleted contracts | 146,459 | 110,430 |
Costs and estimated earnings to date on uncompleted contracts | 1,666,969 | 1,168,864 |
Billings to date on uncompleted contracts | (1,690,175) | (1,179,560) |
Net billings in excess of costs and estimated earnings on uncompleted contracts | $ (23,206) | $ (10,696) |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Reconciliation of Net Billings in Excess of Costs and Estimated Earnings (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |
Contract asset, beginning balance | $ 23,023 |
Changes in revenue billed, contract price or cost estimates | 6,248 |
Contract asset, ending balance | 29,271 |
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Contract liability, beginning balance | (33,719) |
Changes in revenue billed, contract price or cost estimates | (18,758) |
Contract liability, ending balance | (52,477) |
Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Net billings in excess of costs, beginning balance | (10,696) |
Changes in revenue billed, contract price or cost estimates | (12,510) |
Net billings in excess of costs, ending balance | $ (23,206) |
Contract Assets and Liabiliti_5
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,027.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 783.5 |
Expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 244.3 |
Expected timing of satisfaction, period | 2 years |
Other Assets - Prepaid Expenses
Other Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 7,221 | $ 5,438 |
Other current assets | 5,736 | 2,352 |
Total prepaid expenses and other current assets | $ 12,957 | $ 7,790 |
Other Assets - Other Noncurrent
Other Assets - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Interest rate swap contract | $ 24,719 | $ 0 |
Notes receivable | 1,121 | 1,367 |
Other assets | 4,701 | 4,167 |
Total other assets | $ 30,541 | $ 5,534 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 762,558 | $ 651,928 |
Accumulated depreciation, depletion and amortization | (304,935) | (250,803) |
Construction in progress | 23,789 | 3,707 |
Total property, plant and equipment, net | 481,412 | 404,832 |
Construction equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 402,581 | 333,966 |
Plants | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 167,625 | 143,172 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 59,454 | 53,415 |
Mineral reserves | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 91,992 | 86,556 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 32,566 | 27,163 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 7,110 | 6,426 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 1,230 | $ 1,230 |
Property, Plant, and Equipment
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation, depletion and amortization expense | $ 68.9 | $ 49.5 | $ 39.1 |
Mineral reserves, net, accumulated depreciation | 87.6 | 84.1 | |
Asset retirement obligation, depreciation | 2 | 2.1 | |
Capitalized costs, pre-production stripping costs | $ 3.9 | $ 2.7 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 85,422 | $ 46,348 |
Additions | 45,300 | 39,074 |
Measurement period adjustments | (1,257) | |
Ending balance | $ 129,465 | $ 85,422 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-lived: | ||
Accumulated Amortization | $ (1,589) | $ (777) |
Total | 10,676 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Total intangible assets, gross | 17,565 | 4,940 |
Accumulated Amortization | (1,589) | (777) |
Intangible assets, net | $ 15,976 | 4,163 |
Customer relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 13 years | |
Finite-lived: | ||
Gross Value | $ 11,045 | 1,645 |
Accumulated Amortization | (1,304) | (640) |
Total | 9,741 | 1,005 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (1,304) | (640) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 7 years | |
Finite-lived: | ||
Gross Value | $ 1,220 | 1,295 |
Accumulated Amortization | (285) | (137) |
Total | 935 | 1,158 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | (285) | (137) |
Trade name license | ||
Indefinite-lived: | ||
Indefinite-lived intangible assets | $ 5,300 | $ 2,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Additions | $ 45,300 | $ 39,074 | |
Reductions to goodwill for provisional accounting adjustments | 1,257 | ||
Increase in gross value of intangible assets during the period | 9,000 | ||
Additions to intangible assets for provisional accounting adjustments | 3,700 | ||
Finite-lived intangible amortization expense | $ 800 | $ 300 | $ 200 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 981 |
2024 | 978 |
2025 | 977 |
2026 | 925 |
2027 | 776 |
Thereafter | 6,039 |
Total | $ 10,676 |
Liabilities - Accrued Expenses
Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Liabilities [Abstract] | |||
Accrued payroll and benefits | $ 12,980 | $ 19,302 | |
Accrued insurance costs | 3,081 | 3,444 | |
Unfavorable contract liabilities | 4,824 | 0 | |
Other current liabilities | 7,599 | 3,713 | |
Total accrued expenses and other current liabilities | 28,484 | 26,459 | |
Contract liability, amortization expense | $ 4,100 | $ 0 | $ 0 |
Liabilities - Other Long-Term L
Liabilities - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Liabilities [Abstract] | ||
Accrued insurance costs | $ 8,210 | $ 6,497 |
Other | 3,456 | 4,422 |
Total other long-term liabilities | $ 11,666 | $ 10,919 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 376,975 | $ 217,500 |
Deferred debt issuance costs | (1,409) | (1,325) |
Current maturities of long-term debt | (12,500) | (10,000) |
Long-term debt, net of current maturities and debt issuance costs | 363,066 | 206,175 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 271,875 | 197,500 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 105,100 | $ 20,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | 12 Months Ended | ||||
Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Jul. 01, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 376,975,000 | ||||
Fixed coverage ratio | 2.56 | 3.29 | |||
Leverage ratio | 2.79 | 1.99 | |||
Interest expense, borrowings | $ 7,900,000 | $ 2,500,000 | $ 3,600,000 | ||
Amortization of deferred issuance costs and debt discounts | 200,000 | 300,000 | $ 200,000 | ||
Interest rate swaps | |||||
Debt Instrument [Line Items] | |||||
Interest rate swaps | 300,000,000 | 198,300,000 | $ 300,000,000 | ||
Fair value of interest rate swaps | 24,700,000 | (800,000) | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 325,000,000 | ||||
Long-term debt | 105,100,000 | 20,000,000 | |||
Remaining borrowing capacity | 208,600,000 | 193,700,000 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 271,900,000 | $ 197,500,000 | |||
Term Loan | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Term Loan | Term SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Term Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 250,000,000 | ||||
Term Loan - 11 Quarters | |||||
Debt Instrument [Line Items] | |||||
Line of credit, principal repayment rate | 1.25% | ||||
Term Loan - 8 Quarters | |||||
Debt Instrument [Line Items] | |||||
Line of credit, principal repayment rate | 1.875% | ||||
Delayed Draw Term Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Credit Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Fixed coverage ratio | 1.20 | ||||
Credit Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Fixed coverage ratio | 3.50 |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Repayments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 12,500 |
2024 | 13,750 |
2025 | 17,188 |
2026 | 20,625 |
2027 | 312,912 |
Total | $ 376,975 |
Equity (Details)
Equity (Details) | 12 Months Ended | |
Sep. 30, 2022 voting_right shares | Sep. 30, 2021 shares | |
Schedule Of Stockholders Equity [Line Items] | ||
Common stock shares subject to registration rights (in shares) | 3,796,670 | |
Common stock shares previously registered but not yet sold (in shares) | 37,248 | |
Class A common stock | ||
Schedule Of Stockholders Equity [Line Items] | ||
Voting rights for each share | voting_right | 1 | |
Conversion rate | 1 | |
Common stock, shares outstanding (in shares) | 41,193,024 | 36,600,639 |
Class A common stock | Equity Incentive Plan | Restricted Stock | ||
Schedule Of Stockholders Equity [Line Items] | ||
Issuance of stock grant awards (in shares) | 256,167 | |
Vesting of restricted stock, shares withheld for taxes | 1,183 | |
Restricted stock, forfeitures by terminated employees | 1,523 | |
Class B common stock | ||
Schedule Of Stockholders Equity [Line Items] | ||
Voting rights for each share | voting_right | 10 | |
Initial public offering (in shares) | 4,338,924 | |
Common stock, shares outstanding (in shares) | 11,352,915 | 15,691,839 |
Earnings Per Share - Basic (Det
Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator | |||
Net income attributable to common stockholders | $ 21,376 | $ 20,177 | $ 40,297 |
Denominator | |||
Weighted average number of basic common shares outstanding, basic (in shares) | 51,773,559 | 51,636,955 | 51,489,211 |
Net income per basic common share attributable to common stockholders (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Earnings Per Share - Diluted (D
Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator | |||
Net income attributable to common stockholders | $ 21,376 | $ 20,177 | $ 40,297 |
Denominator | |||
Weighted average number of basic common shares outstanding, basic (in shares) | 51,773,559 | 51,636,955 | 51,489,211 |
Effect of dilutive securities: | |||
Restricted stock unit grants (in shares) | 183,861 | 136,258 | 147,723 |
Weighted average number of diluted common shares outstanding (in shares) | 51,957,420 | 51,773,213 | 51,636,934 |
Net income per diluted common share attributable to common stockholders (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Unvested Restricted Stock Units (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning balance (in shares) | 595,561 | 292,534 | 292,534 |
Granted (in shares) | 256,167 | 510,733 | 0 |
Vested (in shares) | (134,481) | (207,706) | 0 |
Forfeited (in shares) | (1,523) | 0 | 0 |
Unvested, ending balance (in shares) | 715,724 | 595,561 | 292,534 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Outstanding, beginning balance, weighted average grant date fair value (in dollars per share) | $ 25.42 | $ 12.88 | $ 12.88 |
Grants, weighted average grant date fair value (in dollars per share) | 32.62 | 26.52 | 0 |
Vested, weighted average grant date fair value (in dollars per share) | 18.19 | 10.47 | 0 |
Forfeited, weighted average grant date fair value (in dollars per share) | 33.77 | 0 | 0 |
Outstanding, ending balance, weighted average grant date fair value (in dollars per share) | $ 29.34 | $ 25.42 | $ 12.88 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - Restricted Stock - USD ($) | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | (134,481) | (207,706) | 0 | |
2019 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate grant date fair value | $ 3,800,000 | |||
2021 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate grant date fair value | $ 13,600,000 | |||
2022 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate grant date fair value | $ 8,300,000 | |||
Class A Common Stock | 2019 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 292,534 | |||
Class A Common Stock | 2021 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 510,733 | |||
Class A Common Stock | 2022 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 256,167 | |||
Class A Common Stock | Non-Employee Directors Under the Equity Incentive Plan | 2019 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 400,000 | $ 1,300,000 | $ 1,600,000 | |
Unrecognized compensation expense | $ 0 | |||
Class A Common Stock | Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 256,167 | |||
Class A Common Stock | Equity Incentive Plan | 2021 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 3,500,000 | $ 2,200,000 | ||
Unrecognized compensation expense | $ 7,800,000 | |||
Unrecognized compensation expense, period for recognition (years) | 2 years 6 months | |||
Class A Common Stock | Equity Incentive Plan | 2022 Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 3,100,000 | |||
Unrecognized compensation expense | $ 5,200,000 | |||
Unrecognized compensation expense, period for recognition (years) | 2 years 4 months 24 days |
Equity-Based Compensation - Ves
Equity-Based Compensation - Vesting Schedule (Details) | Sep. 30, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Will vest (in shares) | 715,724 |
2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Will vest (in shares) | 36,969 |
2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Will vest (in shares) | 351,967 |
2025 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Will vest (in shares) | 311,788 |
2026 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Will vest (in shares) | 15,000 |
Equity-Based Compensation - Per
Equity-Based Compensation - Performance Stock Units (Details) - Performance Stock Units $ in Millions | 12 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 131,341 |
Vested (in shares) | shares | 98,505 |
Aggregate grant date fair value | $ 3 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of final number of of common stock issuable upon vesting of performance stock units | 0 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of final number of of common stock issuable upon vesting of performance stock units | 1.50 |
Percentage increase (decrease) of awards granted due to total shareholder return ranking | 0.15 |
Equity Incentive Plan | Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense | $ 1 |
Unrecognized compensation expense | $ 2 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Current | |||
U.S. Federal | $ 0 | $ 3,609 | $ 8,960 |
State | 949 | 995 | 490 |
Total current | 949 | 4,604 | 9,450 |
Deferred | |||
U.S. Federal | 5,662 | 3,029 | 2,222 |
State | 304 | 716 | 1,088 |
Total deferred | 5,966 | 3,745 | 3,310 |
Provision for income taxes | $ 6,915 | $ 8,349 | $ 12,760 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred tax assets | ||
Allowance for bad debt | $ 150 | $ 413 |
Amortization of finite-lived intangible assets | 943 | 586 |
Federal net operating loss carryforward | 2,632 | 0 |
State net operating loss carryforward | 1,205 | 488 |
Employee benefits | 1,986 | 736 |
Acquisition liabilities | 2,127 | 0 |
Accrued insurance claims | 911 | 1,610 |
Other | 998 | 335 |
Total deferred tax assets | 10,952 | 4,168 |
Deferred tax liabilities | ||
Amortization of goodwill | (6,582) | (6,541) |
Property, plant and equipment | (24,131) | (14,530) |
Interest rate swap contract | (5,692) | 0 |
Other | (1,260) | (459) |
Total deferred tax liabilities, | (37,665) | (21,530) |
Net deferred tax liabilities | $ (26,713) | $ (17,362) |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Contingency [Line Items] | ||
Deferred tax assets, gross | $ 10,952,000 | $ 4,168,000 |
Goodwill expected to be deductible to tax purposes | 92,500,000 | 68,500,000 |
Unrecognized tax benefits | 0 | 0 |
Investment Tax Credit | 300,000 | 300,000 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 10,500,000 | 0 |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 38,000,000 | $ 15,200,000 |
Provision for Income Taxes - _3
Provision for Income Taxes - Schedule of Reconciliation of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Asset: Deferred income taxes, net | $ 0 | $ 0 |
Liability: Deferred income taxes, net | (26,713) | (17,362) |
Net deferred tax liabilities | $ (26,713) | $ (17,362) |
Provision for Income Taxes - _4
Provision for Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Provision for income tax at federal statutory rate | $ 5,941 | $ 5,990 | $ 11,142 |
State income taxes | 569 | 1,351 | 1,272 |
Permanent differences | 353 | 961 | 330 |
Other | 52 | 47 | 16 |
Provision for income taxes | $ 6,915 | $ 8,349 | $ 12,760 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |||
Defined contribution costs | $ 5.5 | $ 3.9 | $ 3.4 |
Age Of Retirement Plan Eligible Participants | 18 years | ||
Minimum Eligibility Period Of Employment For Participation In Retirement Plan | 6 months |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2017 | Sep. 30, 2022 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Assumed debt | $ 800 | ||
Interest rate, percentage | 4% | ||
Debt instrument, annual payment | $ 100 | ||
Affiliated Entity | SunTx Capital Partners | |||
Related Party Transaction [Line Items] | |||
Payment to related party | $ 290 | ||
Affiliated Entity | Class B common stock | |||
Related Party Transaction [Line Items] | |||
Shares owned pledged as collateral | 30,000 | 140,389 | |
Affiliated Entity | Class A common stock | |||
Related Party Transaction [Line Items] | |||
Shares owned pledged as collateral | 7,500 | ||
Consideration Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 1,000 | ||
Accounts Payable Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 1,000 | ||
Other Current Assets | Consideration Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | 100 | ||
Other Current Assets | Accounts Payable Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | 100 | ||
Other Noncurrent Assets | Consideration Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | 300 | ||
Other Noncurrent Assets | Accounts Payable Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 200 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Purchaser of subsidiary | |||
Related Party Transaction [Line Items] | |||
Revenue Earned (Expense Incurred) | $ 0 | $ 0 | $ 0 |
Receivable (Payable) | 414 | 518 | |
Disposed entity | |||
Related Party Transaction [Line Items] | |||
Revenue Earned (Expense Incurred) | 0 | 0 | 0 |
Receivable (Payable) | 264 | 330 | |
Land Development Project | |||
Related Party Transaction [Line Items] | |||
Revenue Earned (Expense Incurred) | 0 | 0 | 0 |
Receivable (Payable) | 712 | 788 | |
Subcontracting Services | |||
Related Party Transaction [Line Items] | |||
Revenue Earned (Expense Incurred) | (8,655) | (9,385) | (11,110) |
Receivable (Payable) | (695) | (563) | |
Island Pond | |||
Related Party Transaction [Line Items] | |||
Revenue Earned (Expense Incurred) | (320) | (320) | (320) |
Receivable (Payable) | 0 | 0 | |
SunTx | |||
Related Party Transaction [Line Items] | |||
Revenue Earned (Expense Incurred) | (1,451) | (1,935) | $ (1,403) |
Receivable (Payable) | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Letters of Credit (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 325,000,000 | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 11,300,000 | $ 11,300,000 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 325,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2023 | $ 5,436 |
2024 | 976 |
Total | 6,412 |
Fuel | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Total | 5,200 |
Natural Gas | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Total | $ 1,200 |
Commitments and Contingencies_3
Commitments and Contingencies - Minimum Royalties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
2023 | $ 255 | ||
2024 | 246 | ||
2025 | 207 | ||
2026 | 182 | ||
2027 | 170 | ||
Thereafter | 1,615 | ||
Total | 2,675 | ||
Royalty expense | $ 1,600 | $ 1,200 | $ 1,300 |
Joint Venture (Details)
Joint Venture (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in subsidiaries | $ 87 | $ 108 | ||
Income (loss) from equity method investments | $ (21) | $ 10 | $ 603 | |
Joint Venture For Alabama Project | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Partnership interest | 50% | 50% | 50% | 50% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 13,985 | $ 6,535 |
Current portion of operating lease liabilities | 2,209 | 1,395 |
Operating lease liabilities, net of current portion | $ 12,059 | $ 5,302 |
Weighted average remaining lease term | 8 years 6 months | |
Weighted average discount rate | 3.19% |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 2,568 | $ 2,475 | $ 3,498 |
Short-term lease cost | 21,177 | 13,346 | 13,374 |
Total lease expense | $ 23,745 | $ 15,821 | $ 16,872 |
Leases - Future Lease Liabiliti
Leases - Future Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 2,621 |
2024 | 2,213 |
2025 | 1,833 |
2026 | 1,816 |
2027 | 1,709 |
Thereafter | 6,304 |
Total future minimum lease payments | 16,496 |
Less: imputed interest | 2,228 |
Total | $ 14,268 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | $ 0 |
Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 32,772 | 1,812 |
Liabilities | 661 | 845 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Commodity swap contracts | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | |
Commodity swap contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,187 | 1,812 |
Liabilities | 661 | |
Commodity swap contracts | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | |
Interest rate swaps | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Liabilities | 0 | |
Interest rate swaps | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 24,719 | |
Liabilities | 845 | |
Interest rate swaps | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Liabilities | $ 0 | |
Corporate debt securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Corporate debt securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,537 | |
Corporate debt securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
U.S. government securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
U.S. government securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,481 | |
U.S. government securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Municipal government securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Municipal government securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,055 | |
Municipal government securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Other debt securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Other debt securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 793 | |
Other debt securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 0 |
Investment in Derivative Inst_3
Investment in Derivative Instruments - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized Gain (Loss) | $ 2,666 | $ (60) | $ (820) |
Unrealized Gain (Loss) | 382 | 3,209 | (1,900) |
Total Gain (Loss) | 3,048 | 3,149 | (2,720) |
Cost of revenues | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized Gain (Loss) | 3,472 | 830 | (432) |
Unrealized Gain (Loss) | (1,286) | 2,315 | (503) |
Total Gain (Loss) | 2,186 | 3,145 | (935) |
Interest expense, net | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized Gain (Loss) | (806) | (890) | (388) |
Unrealized Gain (Loss) | 1,668 | 894 | (1,397) |
Total Gain (Loss) | $ 862 | $ 4 | $ (1,785) |
Investment in Derivative Inst_4
Investment in Derivative Instruments - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Net unrealized gain (loss) position | $ (25,245) | $ (967) |
Designated cash flow hedge | 24,719 | (31) |
Prepaid expenses and other current assets - commodity swaps | Commodity swap contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative asset, fair value, gross assets | 1,032 | 990 |
Other assets - commodity swaps | Commodity swap contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative asset, fair value, gross assets | 155 | 822 |
Other assets - commodity swaps | Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative asset, fair value, gross assets | 24,719 | |
Accrued expense and other current liabilities | Commodity swap contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liability, fair value, gross liability | (601) | 0 |
Accrued expense and other current liabilities | Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liability, fair value, gross liability | 0 | (97) |
Other long-term liabilities | Commodity swap contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liability, fair value, gross liability | (60) | 0 |
Other long-term liabilities | Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liability, fair value, gross liability | $ 0 | $ (748) |
Other Comprehensive Income - Ad
Other Comprehensive Income - Additional Information (Details) - Interest rate swaps - USD ($) $ in Millions | Jul. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Notional amount | $ 300 | $ 300 | $ 198.3 |
Interest rate swap, fair value credit | $ 12.6 |
Other Comprehensive Income - Sc
Other Comprehensive Income - Schedule of AOCI (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Less tax effect of other comprehensive income (loss) items | $ (5,575) | $ 8 | $ 0 | |
Total stockholders’ equity | 455,879 | 408,899 | 385,195 | $ 343,550 |
Accumulated Other Comprehensive (Loss), net | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income, net of tax | 23,761 | (31) | 0 | |
Total stockholders’ equity | 17,620 | (23) | 0 | $ 0 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income, net of tax | $ (566) | $ 0 | $ 0 |
Other Comprehensive Income - _2
Other Comprehensive Income - Schedule of Cash Flow Hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ 408,899 | $ 385,195 | $ 343,550 |
Net OCI changes | 17,643 | (23) | 0 |
Ending balance | 455,879 | 408,899 | 385,195 |
AOCI Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (23) | 0 | 0 |
Net OCI changes | 17,643 | (23) | |
Ending balance | $ 17,620 | $ (23) | $ 0 |
Other Comprehensive Income - _3
Other Comprehensive Income - Schedule of Reclassification of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Benefit from income taxes | $ 6,915 | $ 8,349 | $ 12,760 |
Reclassification out of Accumulated Other Comprehensive Income | AOCI Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Interest expense | 468 | 224 | 0 |
Benefit from income taxes | (108) | (56) | 0 |
Total reclassifications from AOCI to earnings | $ 360 | $ 168 | $ 0 |
Asset Retirement Obligations -
Asset Retirement Obligations - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligation | $ 2,858 | $ 2,788 | $ 0 |
Asset retirement obligation, accretion expense | $ 70 | $ 0 | $ 0 |
Asset Retirement Obligations _2
Asset Retirement Obligations - Schedule of Reconciliation of Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance at beginning of year | $ 2,788 | $ 0 | |
Liabilities incurred | 0 | 2,070 | |
Liabilities settled | 0 | 0 | |
Liabilities assumed | 0 | 718 | |
Accretion expense | 70 | 0 | $ 0 |
Balance at end of year | $ 2,858 | $ 2,788 | $ 0 |
Investments - Summary of Debt S
Investments - Summary of Debt Securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 7,432 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 566 |
Fair Value | 6,866 |
Corporate debt securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 2,797 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 260 |
Fair Value | 2,537 |
U.S. government securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 2,622 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 141 |
Fair Value | 2,481 |
Municipal government securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 1,151 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 96 |
Fair Value | 1,055 |
Other debt securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 862 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 69 |
Fair Value | $ 793 |
Investments - Schedule of Amort
Investments - Schedule of Amortized Cost and Fair Value (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Amortized cost, less than five years | $ 4,836 |
Amortized cost, six to ten years | 2,252 |
Amortized cost, greater than ten years | 344 |
Amortized Cost | 7,432 |
Fair value, less than five years | 4,562 |
Fair value, six to ten years | 1,984 |
Fair value, greater than ten years | 320 |
Fair Value | $ 6,866 |
Unpaid Losses and Loss Adjust_3
Unpaid Losses and Loss Adjustment Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Balance at beginning of year | $ 9,941 | $ 8,697 |
Total incurred | 5,993 | 6,323 |
Total paid | (4,643) | (5,079) |
Balance at end of year | $ 11,291 | $ 9,941 |
Condensed Financial Statement_3
Condensed Financial Statements of Parent Company - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
ASSETS | ||||
Cash and cash equivalents | $ 35,531 | $ 57,251 | ||
Prepaid expenses and other current assets | 12,957 | 7,790 | ||
Total current assets | 417,189 | 300,026 | ||
Property, plant and equipment, net | 481,412 | 404,832 | ||
Investment in subsidiaries | 87 | 108 | ||
Deferred income taxes, net | 0 | 0 | ||
Total assets | 1,095,521 | 806,620 | ||
Current liabilities: | ||||
Accrued expenses and other current liabilities | 28,484 | 26,459 | ||
Current maturities of long-term debt | 12,500 | 10,000 | ||
Total current liabilities | 226,138 | 157,963 | ||
Long-term liabilities: | ||||
Deferred income taxes, net | 26,713 | 17,362 | ||
Long-term debt, net of current maturities and debt issuance costs | 363,066 | 206,175 | ||
Total long-term liabilities | 413,504 | 239,758 | ||
Total liabilities | 639,642 | 397,721 | ||
Stockholders’ Equity | ||||
Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2022 and September 30, 2021 and no shares issued and outstanding | 0 | 0 | ||
Additional paid-in capital | 256,571 | 248,571 | ||
Accumulated other comprehensive loss | 17,620 | (23) | ||
Retained earnings | 197,274 | 175,898 | ||
Total stockholders’ equity | 455,879 | 408,899 | $ 385,195 | $ 343,550 |
Total liabilities and stockholders’ equity | $ 1,095,521 | $ 806,620 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Treasury stock, shares (in shares) | 2,922,952 | 2,922,952 | ||
Class A Common Stock | ||||
Stockholders’ Equity | ||||
Common stock, value | $ 41 | $ 37 | ||
Treasury stock | $ (39) | $ 0 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | ||
Common stock, shares issued (in shares) | 41,195,730 | 36,600,639 | ||
Common stock, shares outstanding (in shares) | 41,193,024 | 36,600,639 | ||
Treasury stock, shares (in shares) | 2,706 | 0 | ||
Class B Common Stock | ||||
Stockholders’ Equity | ||||
Common stock, value | $ 15 | $ 19 | ||
Treasury stock | $ (15,603) | $ (15,603) | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, shares issued (in shares) | 14,275,867 | 18,614,791 | ||
Common stock, shares outstanding (in shares) | 11,352,915 | 15,691,839 | ||
Construction Partners Inc | Parent Company | ||||
ASSETS | ||||
Cash and cash equivalents | $ 43,130 | $ 65,225 | ||
Prepaid expenses and other current assets | 2,995 | 1,063 | ||
Total current assets | 46,125 | 66,288 | ||
Property, plant and equipment, net | 4,646 | 5,160 | ||
Investment in subsidiaries | 444,473 | |||
Investment in subsidiaries | 409,245 | |||
Deferred income taxes, net | 0 | 892 | ||
Due from subsidiaries | 58,593 | 0 | ||
Other assets | 28,140 | 2,014 | ||
Total assets | 581,977 | 483,599 | ||
Current liabilities: | ||||
Due to subsidiaries | 0 | 46,304 | ||
Accrued expenses and other current liabilities | 3,477 | 2,970 | ||
Current maturities of long-term debt | 1,204 | 238 | ||
Total current liabilities | 4,681 | 49,512 | ||
Long-term liabilities: | ||||
Due to subsidiaries | 39,275 | 0 | ||
Deferred income taxes, net | 4,553 | 0 | ||
Long-term debt, net of current maturities and debt issuance costs | 77,589 | 24,440 | ||
Other long-term liabilities | 0 | 748 | ||
Total long-term liabilities | 121,417 | 25,188 | ||
Total liabilities | 126,098 | 74,700 | ||
Stockholders’ Equity | ||||
Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2022 and September 30, 2021 and no shares issued and outstanding | 0 | 0 | ||
Additional paid-in capital | 256,571 | 248,571 | ||
Accumulated other comprehensive loss | 17,620 | (23) | ||
Retained earnings | 197,274 | 175,898 | ||
Total stockholders’ equity | 455,879 | 408,899 | ||
Total liabilities and stockholders’ equity | $ 581,977 | $ 483,599 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Construction Partners Inc | Class A Common Stock | Parent Company | ||||
Stockholders’ Equity | ||||
Common stock, value | $ 41 | $ 37 | ||
Treasury stock | $ (39) | $ 0 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | ||
Common stock, shares issued (in shares) | 41,195,730 | 36,600,639 | ||
Common stock, shares outstanding (in shares) | 41,193,024 | 36,600,639 | ||
Treasury stock, shares (in shares) | 2,706 | |||
Construction Partners Inc | Class B Common Stock | Parent Company | ||||
Stockholders’ Equity | ||||
Common stock, value | $ 15 | $ 19 | ||
Treasury stock | $ (15,603) | $ (15,603) | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, shares issued (in shares) | 14,275,867 | 18,614,791 | ||
Common stock, shares outstanding (in shares) | 11,352,915 | 15,691,839 | ||
Treasury stock, shares (in shares) | 2,922,952 | 2,922,952 |
Condensed Financial Statement_4
Condensed Financial Statements of Parent Company - Comprehensive Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Financial Statements, Captions [Line Items] | |||
General and administrative expenses | $ (107,562) | $ (91,878) | $ (68,597) |
Interest expense, net | (7,701) | (2,404) | (3,113) |
Gain on sale of equipment, net | 3,673 | 2,043 | 1,616 |
Other income | 600 | 819 | 336 |
Income before provision for income taxes and earnings from investment in joint venture | 28,312 | 28,516 | 52,454 |
Income tax benefit | (6,915) | (8,349) | (12,760) |
Net income | 21,376 | 20,177 | 40,297 |
Other comprehensive (loss), net of tax | |||
Unrealized gain (loss) on interest rate swap contract, net | 18,091 | (23) | 0 |
Unrealized (loss) on restricted investments, net | (448) | 0 | 0 |
Comprehensive income | $ 39,019 | $ 20,154 | $ 40,297 |
Net income per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Diluted (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 51,773,559 | 51,636,955 | 51,489,211 |
Diluted (in shares) | 51,957,420 | 51,773,213 | 51,636,934 |
Construction Partners Inc | Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Equity in net income of subsidiaries | $ 24,690 | $ 25,505 | $ 43,712 |
General and administrative expenses | (4,758) | (6,399) | (4,167) |
Interest expense, net | 68 | 834 | (1,218) |
Gain on sale of equipment, net | 6 | 0 | 0 |
Other income | 13 | 3 | 0 |
Income before provision for income taxes and earnings from investment in joint venture | 20,019 | 19,943 | 38,327 |
Income tax benefit | 1,357 | 234 | 1,970 |
Net income | 21,376 | 20,177 | 40,297 |
Other comprehensive (loss), net of tax | |||
Unrealized gain (loss) on interest rate swap contract, net | 18,091 | (23) | 0 |
Unrealized (loss) on restricted investments, net | (448) | 0 | 0 |
Other comprehensive income (loss) | 17,643 | (23) | 0 |
Comprehensive income | $ 39,019 | $ 20,154 | $ 40,297 |
Net income per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Diluted (in dollars per share) | $ 0.41 | $ 0.39 | $ 0.78 |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 51,773,559 | 51,636,955 | 51,489,211 |
Diluted (in shares) | 51,957,420 | 51,773,213 | 51,636,934 |
Condensed Financial Statement_5
Condensed Financial Statements of Parent Company - Cash Flow Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 21,376 | $ 20,177 | $ 40,297 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation, depletion, accretion and amortization | 65,730 | 49,806 | 39,301 |
Gain on sale of equipment | (3,673) | (2,043) | (1,616) |
Loss (gain) on derivative instruments | (382) | (3,209) | 1,900 |
Equity-based compensation expense | 8,000 | 3,549 | 1,570 |
Equity in net income of subsidiaries | 21 | (10) | (603) |
Deferred income tax benefit | 5,966 | 3,745 | 3,310 |
Other non-cash adjustments | 40 | (46) | (5) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (4,912) | (1,759) | 8,103 |
Other assets | (955) | (2,928) | 500 |
Accrued expenses and other current liabilities | (11,559) | 3,848 | 3,086 |
Net cash (used in) provided by operating activities | 16,498 | 48,500 | 105,173 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (68,851) | (56,332) | (52,574) |
Proceeds from sale of equipment | 7,525 | 3,654 | 3,041 |
Net cash used in investing activities | (197,326) | (263,412) | (79,363) |
Cash flows from financing activities: | |||
Principal payments on long-term debt | (8,125) | (95,350) | (30,412) |
Net cash provided by financing activities | 159,136 | 123,847 | 41,887 |
Net change in cash, cash equivalents and restricted cash | (21,692) | (91,065) | 67,697 |
Cash and cash equivalents: | |||
Beginning of year | 57,251 | 148,316 | 80,619 |
End of year | 35,559 | 57,251 | 148,316 |
Construction Partners Inc | Parent Company | |||
Cash flows from operating activities: | |||
Net income | 21,376 | 20,177 | 40,297 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation, depletion, accretion and amortization | 757 | 475 | 463 |
Gain on sale of equipment | (6) | 0 | 0 |
Loss (gain) on derivative instruments | (1,668) | (894) | 1,397 |
Equity-based compensation expense | 8,000 | 3,549 | 1,570 |
Equity in net income of subsidiaries | (24,690) | (25,505) | (43,712) |
Deferred income tax benefit | (248) | (451) | (425) |
Other non-cash adjustments | (73) | 9 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (1,932) | (135) | (183) |
Other assets | (593) | (2,008) | (6) |
Accrued expenses and other current liabilities | 507 | 1,001 | (965) |
Other liabilities | (748) | (97) | 0 |
Net cash (used in) provided by operating activities | 682 | (3,879) | (1,564) |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (243) | (2,641) | (1,189) |
Proceeds from sale of equipment | 6 | 0 | 0 |
Investment in subsidiary | (10,986) | 0 | (17,303) |
Net cash used in investing activities | (11,223) | (2,641) | (18,492) |
Cash flows from financing activities: | |||
Change in amounts due to (from) subsidiaries, net | (65,622) | (6,296) | 34,150 |
Purchase of treasury stock | (39) | 0 | 0 |
Principal payments on long-term debt | (420) | 0 | 0 |
Proceeds from issuance of long-term debt, net of debt issuance costs and discount | 54,527 | 0 | 0 |
Net cash provided by financing activities | (11,554) | (6,296) | 34,150 |
Net change in cash, cash equivalents and restricted cash | (22,095) | (12,816) | 14,094 |
Cash and cash equivalents: | |||
Beginning of year | 65,225 | 78,041 | 63,947 |
End of year | $ 43,130 | $ 65,225 | $ 78,041 |
Subsequent Events (Detail)
Subsequent Events (Detail) $ in Millions | 12 Months Ended | |||||
Nov. 18, 2022 USD ($) | Nov. 04, 2022 shares | Nov. 03, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 shares | Sep. 30, 2020 shares | |
Restricted Stock | ||||||
Subsequent Event [Line Items] | ||||||
Granted (in shares) | shares | 256,167 | 510,733 | 0 | |||
Performance Stock Units | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate grant date fair value | $ | $ 3 | |||||
Granted (in shares) | shares | 131,341 | |||||
Performance Stock Units | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of final number of of common stock issuable upon vesting of performance stock units | 0 | |||||
Performance Stock Units | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of final number of of common stock issuable upon vesting of performance stock units | 1.50 | |||||
Percentage increase (decrease) of awards granted due to total shareholder return ranking | 0.15 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Maximum cash proceeds from disposal of property or assets allowable without prepayment of outstanding indebtedness | $ | $ 10 | |||||
Period allowed for reinvestment of net cash proceeds from disposal of property or assets under credit agreement | 180 days | |||||
Period allowed for reinvestment of net cash proceeds from disposal of property or assets under credit agreement after entering definitive agreement | 180 days | |||||
Prepayment of outstanding indebtedness allowed if reinvestment of net cash proceeds from disposal of property or assets under credit agreement received | 180 days | |||||
Business combination, consideration received | $ | $ 28 | |||||
Subsequent Event | Restricted Stock | ||||||
Subsequent Event [Line Items] | ||||||
Vesting period | 4 years | |||||
Aggregate grant date fair value | $ | $ 4.6 | |||||
Subsequent Event | Performance Stock Units | ||||||
Subsequent Event [Line Items] | ||||||
Vesting period | 3 years | |||||
Aggregate grant date fair value | $ | $ 2.6 | |||||
Subsequent Event | Performance Stock Units | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of final number of of common stock issuable upon vesting of performance stock units | 0 | |||||
Subsequent Event | Performance Stock Units | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of final number of of common stock issuable upon vesting of performance stock units | 150 | |||||
Percentage increase (decrease) of awards granted due to total shareholder return ranking | 0.15 | |||||
Subsequent Event | Class A Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Treasury stock acquired (in shares) | shares | 5,267 | |||||
Subsequent Event | Class A Common Stock | Restricted Stock | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of stock grant awards (in shares) | shares | 150,798 | |||||
Subsequent Event | Class A Common Stock | Performance Stock Units | ||||||
Subsequent Event [Line Items] | ||||||
Granted (in shares) | shares | 84,371 |
Uncategorized Items - road-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |