Business Combinations

6 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Business Combination Disclosure

13. BUSINESS COMBINATIONS

2017

The Company completed the acquisition of 100% of the membership interests and associated real estate of Freeman Enclosure Systems, LLC and its affiliate Strategic Edge LLC (together, “Freeman”), on March 16, 2017, for a total maximum consideration of $12,127, including cash consideration of $11,663 paid at close and $464 of contingent consideration to be paid in April 2020. The total purchase consideration for the Freeman acquisition included contingent consideration payments based on the acquired company’s earnings, as defined in the purchase and sale agreement, through March 31, 2020.  The fair value of the contingent consideration liability was estimated at $464at March 31, 2017, and is included in other non-current liabilities on our condensed consolidated balance sheets.  Freeman is an Ohio-based manufacturer of custom generator enclosures primarily used by data centers and large commercial and industrial facilities. Freeman is included in our Infrastructure Solutions segment.

The Company accounted for the transaction under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations derived from estimated fair value assessments and assumptions used by management are preliminary, pending finalization of the valuations of deferred taxes, fixed assets, contingent consideration liability, and certain intangible assets. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values being assigned to individual assets acquired and liabilities assumed. This may result in adjustments to the preliminary amounts recorded. The preliminary valuation of the assets acquired and liabilities assumed as of the date of the acquisition is as follows:

Current assets		$	5,406
Property and equipment			7,581
Intangible assets (primarily customer relationships)			1,989
Goodwill			3,820
Current liabilities			(5,508)
Deferred tax liability			(1,161)
	Net assets acquired	$	12,127

With regard to goodwill, which is not tax deductible, the balance is attributable to the workforce of the acquired business and other intangibles that do not qualify for separate recognition.

2016

The Company completed four acquisitions in the fiscal year ended September 30, 2016 for total aggregate consideration of $59,592. See Note 18-Business Combinations and Divestitures in our Form 10-K for the year ended September 30, 2016 for further information:

• Technibus, Inc. (“Technibus”), a Canton, Ohio based provider of custom engineered, metal enclosed bus duct solutions, on June 15, 2016. Technibus is included in our Infrastructure Solutions segment.
• STR Mechanical, LLC (“STR”) – We acquired 80% of the membership interests in STR, a Charlotte, North Carolina-based provider of commercial and industrial mechanical services, on April 27, 2016. STR is included in our Commercial & Industrial segment. 
• Shanahan Mechanical and Electrical, Inc. (“Shanahan”), a Nebraska-based provider of mechanical and electrical contracting services, on November 20, 2015. Shanahan is included in our Commercial & Industrial segment.
• Calumet Armature & Electric, LLC (“Calumet”), an Illinois-based provider of design, manufacturing, assembly, and repair services of electric motors for the industrial and mass transit markets, on October 30, 2015. Calumet is included in our Infrastructure Solutions segment.

The total purchase consideration for the Calumet acquisition included contingent consideration payments based on the acquired company’s earnings, as defined in the purchase and sale agreement, through October 31, 2018. The fair value of the contingent consideration liability was estimated at $648, and $1,100 at March 31, 2017 and September 30, 2016, respectively. We made the first payment of $535 during thethree months endedMarch 31, 2017. The remaining contingent consideration will be paid out during fiscal years 2018 and 2019, and is included in accounts payable and accrued expenses on our condensed consolidated balance sheets.

The Company accounted for these four transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations related to Calumet and Shanahan were finalized as of December 31, 2016. The valuations related to STR and Technibus are pending finalization of certain tangible and intangible asset valuations and assessments of deferred taxes.

Unaudited Pro Forma Information

The supplemental pro forma results of operations, calculated as if each acquisition occurred as of October 1 of the fiscal year prior to consummation, for the three and six months endedMarch 31, 2017 and 2016, are as follows:

	Unaudited
	Three Months Ended		Three Months Ended
	March 31, 2017		March 31, 2016
Revenues	$	212,630	$	174,167
Net Income	$	599	$	2,921

	Unaudited
	Six Months Ended		Six Months Ended
	March 31, 2017		March 31, 2016
Revenues	$	415,310	$	342,562
Net Income	$	4,888	$	9,287