XML 23 R16.htm IDEA: XBRL DOCUMENT
v3.25.3

SUBSEQUENT EVENTS | 9 Months Ended
--- | ---
Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On November 7, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IES Holdings, Inc. (“IES”), a Delaware corporation, and IES Merger Sub, LLC, a Louisiana limited liability company and wholly owned subsidiary of IES (“IES Merger Sub”). The Merger Agreement provides for, on the terms and subject to the conditions of the Merger Agreement, the merger of IES Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of IES (the “Pending Transaction”). If the Pending Transaction is completed, each share of our common stock issued and outstanding immediately prior to the effective time of the Pending Transaction (other than certain excluded shares) will be converted into the right to receive $12.00 in cash, without interest, and subject to deduction for any required tax withholding. Completion of the Pending Transaction is subject to satisfaction of customary closing conditions, including, but not limited to (i) approval of the Merger Agreement and the Pending Transaction by our shareholders, and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “HSR Act”). The Merger Agreement also contains certain termination rights for us and IES, including termination by mutual consent of the parties and a right for either party to terminate if the Pending Transaction is not completed by August 7, 2026, subject to certain conditions and extensions as set forth in the Merger Agreement. Additionally, the Merger Agreement requires us to pay a termination fee equal to $7.6 million if the Merger Agreement is terminated under certain specified circumstances.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration