UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended December 31, 2015
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-13783
Integrated Electrical Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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76-0542208 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
5433 Westheimer Road, Suite 500, Houston, Texas 77056
(Address of principal executive offices and ZIP code)
Registrants telephone number, including area code: (713) 860-1500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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Smaller reporting company |
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x
On February 8, 2016, there were 21,462,314 shares of common stock outstanding.
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
INDEX
2
PART I
DEFINITIONS
In this Quarterly Report on
Form 10-Q, the words IES, the Company, the Registrant, we, our, ours and us refer to Integrated Electrical Services, Inc. and, except as otherwise specified
herein, to our subsidiaries.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain statements that may be deemed forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some
cases, you can identify forward-looking statements by terminology such as may, will, could, should, expect, plan, project, intend,
anticipate, believe, seek, estimate, predict, potential, pursue, target, continue, the negative of such terms or other comparable
terminology. These statements involve risks and uncertainties that could cause the Companys actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:
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the ability of our controlling shareholder to take action not aligned with other shareholders; |
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the sale or disposition of the shares of our common stock held by our controlling shareholder, which, under certain circumstances, would trigger change of control provisions in our severance plan or financing and surety
arrangements; or any other substantial sale of our common stock, which could depress our stock price; |
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relatively low trading volume of our common stock, which could depress our stock price; |
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the possibility that we issue additional shares of common stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the book value per share of our common
stock; |
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the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership; |
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the inability to carry out plans and strategies as expected, including our inability to identify and complete acquisitions that meet our investment criteria in furtherance of our corporate strategy; |
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limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures and debt service; |
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difficulty in fulfilling the covenant terms of our credit facilities; |
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competition in the industries in which we operate, both from third parties and former employees, which could result in the loss of one or more customers or lead to lower margins on new projects; |
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challenges integrating new businesses into the Company or new types of work, products or processes into our segments; |
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fluctuations in operating activity due to downturns in levels of construction, seasonality and differing regional economic conditions; |
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a general reduction in the demand for our services; |
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a change in the mix of our customers, contracts or business; |
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our ability to enter into, and the terms of, future contracts; |
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our ability to successfully manage projects; |
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the possibility of errors when estimating revenue and progress to date on percentage-of-completion contracts; |
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interruptions to our information systems and cyber security; |
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closures or sales of facilities resulting in significant future charges, including potential warranty losses or other unexpected liabilities, or a significant disruption of our operations; |
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inaccurate estimates used when entering into fixed-priced contracts; |
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the cost and availability of qualified labor; |
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an increased cost of surety bonds affecting margins on work and the potential for our surety providers to refuse bonding or require additional collateral at their discretion; |
3
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increases in bad debt expense and days sales outstanding due to liquidity problems faced by our customers; |
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the recognition of potential goodwill, long-lived assets and other investment impairments; |
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credit and capital market conditions, including changes in interest rates that affect the cost of construction financing and mortgages, and the inability for some of our customers to retain sufficient financing which
could lead to project delays or cancellations; |
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accidents resulting from the physical hazards associated with our work and the potential for accidents; |
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our ability to pass along increases in the cost of commodities used in our business, in particular, copper, aluminum, steel, fuel and certain plastics; |
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potential supply chain disruptions due to credit or liquidity problems faced by our suppliers; |
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loss of key personnel and effective transition of new management; |
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success in transferring, renewing and obtaining electrical and construction licenses; |
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backlog that may not be realized or may not result in profits; |
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uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow; |
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disagreements with taxing authorities with regard to tax positions we have adopted; |
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the recognition of tax benefits related to uncertain tax positions; |
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complications associated with the incorporation of new accounting, control and operating procedures; |
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the possibility that our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur; |
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the effect of litigation, claims and contingencies, including warranty losses, damages or other latent defect claims in excess of our existing reserves and accruals; |
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growth in latent defect litigation in states where we provide residential electrical work for home builders not otherwise covered by insurance; |
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the possibility that our current insurance coverage may not be adequate or that we may not be able to obtain a policy at acceptable rates; |
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future capital expenditures and refurbishment, repair and upgrade costs; and delays in and costs of refurbishment, repair and upgrade projects; and |
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liabilities under laws and regulations protecting the environment. |
You should understand that the foregoing,
as well as other risk factors discussed in this document and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, could cause future outcomes to differ materially from those experienced
previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our controlling shareholder, net operating losses, borrowing availability or
cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Forward-looking statements are provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor
established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties and risks described herein.
4
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands, Except Share Information)
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December 31, |
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September 30, |
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2015 |
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2015 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
46,313 |
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$ |
49,360 |
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Accounts receivable: |
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Trade, net of allowance of $944 and $842, respectively |
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87,510 |
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92,976 |
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Retainage |
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16,745 |
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17,453 |
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Inventories |
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13,370 |
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13,977 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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8,093 |
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12,318 |
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Prepaid expenses and other current assets |
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6,481 |
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2,956 |
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Total current assets |
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178,512 |
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189,040 |
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Property and equipment, net |
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12,695 |
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11,683 |
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Goodwill |
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19,407 |
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17,249 |
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Intangible assets |
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7,928 |
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4,723 |
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Other non-current assets |
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4,536 |
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4,015 |
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Total assets |
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$ |
223,078 |
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$ |
226,710 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Current maturities of long-term debt |
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$ |
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$ |
4 |
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Accounts payable and accrued expenses |
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74,482 |
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82,910 |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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24,068 |
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25,165 |
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Total current liabilities |
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98,550 |
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108,079 |
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Long-term debt, net of current maturities |
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10,241 |
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10,234 |
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Other non-current liabilities |
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6,930 |
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6,983 |
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Total liabilities |
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115,721 |
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125,296 |
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STOCKHOLDERS EQUITY: |
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Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding |
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Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 and 22,049,529 shares issued and 21,461,242 and 21,475,741
outstanding, respectively |
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220 |
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220 |
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Treasury stock, at cost, 588,287 and 573,788 shares, respectively |
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(4,523 |
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(4,401 |
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Additional paid-in capital |
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193,894 |
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193,628 |
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Retained deficit |
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(82,234 |
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(88,033 |
) |
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Total stockholders equity |
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107,357 |
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101,414 |
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Total liabilities and stockholders equity |
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$ |
223,078 |
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$ |
226,710 |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In Thousands, Except Share Information)
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Three Months Ended December 31, |
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2015 |
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2014 |
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Revenues |
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$ |
150,766 |
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$ |
136,336 |
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Cost of services |
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123,133 |
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113,632 |
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Gross profit |
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27,633 |
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22,704 |
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Selling, general and administrative expenses |
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22,511 |
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18,700 |
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Loss on sale of assets |
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1 |
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6 |
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Income from operations |
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5,121 |
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3,998 |
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Interest and other (income) expense: |
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Interest expense |
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293 |
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288 |
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Other (income) expense, net |
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(29 |
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(28 |
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Income from continuing operations before income taxes |
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4,857 |
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3,738 |
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Provision for income taxes |
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(942 |
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265 |
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Net income from continuing operations |
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5,799 |
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3,473 |
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Net loss from discontinued operations |
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(181 |
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Net income |
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5,799 |
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3,292 |
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Unrealized gain on interest hedge, net of tax |
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2 |
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Comprehensive income |
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$ |
5,799 |
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$ |
3,294 |
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Basic earnings (loss) per share: |
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From continuing operations |
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$ |
0.27 |
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$ |
0.16 |
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From discontinued operations |
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(0.01 |
) |
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Basic earnings per share |
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$ |
0.27 |
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$ |
0.15 |
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Diluted earnings (loss) per share: |
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From continuing operations |
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$ |
0.27 |
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$ |
0.16 |
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From discontinued operations |
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(0.01 |
) |
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Diluted earnings per share |
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$ |
0.27 |
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$ |
0.15 |
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Shares used in the computation of earnings (loss) per share |
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Basic |
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21,269,543 |
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21,734,591 |
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Diluted |
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21,347,494 |
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21,779,728 |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In Thousands)
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Three Months Ended December 31, |
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2015 |
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2014 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
5,799 |
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$ |
3,292 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Bad debt expense |
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114 |
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40 |
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Amortization of deferred financing cost |
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90 |
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75 |
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Depreciation and amortization |
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816 |
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579 |
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Loss on sale of assets |
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1 |
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6 |
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Non-cash compensation |
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215 |
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111 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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7,849 |
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3,241 |
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Inventories |
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2,149 |
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3,230 |
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Costs and estimated earnings in excess of billings |
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4,226 |
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(1,170 |
) |
Prepaid expenses and other current assets |
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(2,658 |
) |
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(3,406 |
) |
Other non-current assets |
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(60 |
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(50 |
) |
Accounts payable and accrued expenses |
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(11,232 |
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(3,695 |
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Billings in excess of costs and estimated earnings |
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(1,097 |
) |
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(2,171 |
) |
Other non-current liabilities |
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(1,304 |
) |
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54 |
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Net cash provided by operating activities |
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4,908 |
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136 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property and equipment |
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(352 |
) |
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(699 |
) |
Consideration for acquisitions, net of cash acquired |
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(7,538 |
) |
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Net cash used in investing activities |
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(7,890 |
) |
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(699 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Borrowings of debt |
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7 |
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Purchase of treasury stock |
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(72 |
) |
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(102 |
) |
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Net cash used in financing activities |
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(65 |
) |
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(102 |
) |
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NET INCREASE (DECREASE) IN CASH EQUIVALENTS |
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(3,047 |
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(665 |
) |
CASH AND CASH EQUIVALENTS, beginning of period |
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|
49,360 |
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|
47,342 |
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CASH AND CASH EQUIVALENTS, end of period |
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$ |
46,313 |
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$ |
46,677 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
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$ |
201 |
|
|
$ |
194 |
|
Cash paid for income taxes |
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$ |
263 |
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$ |
291 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
7
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
1. BUSINESS AND ACCOUNTING POLICIES
Description of
the Business
Integrated Electrical Services, Inc. is a holding company that owns and manages operating subsidiaries in business activities across a
variety of markets. Our operations are currently organized into four principal business segments, based upon the nature of our current products and services:
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Communications Nationwide provider of technology infrastructure products and services to large corporations and independent businesses. |
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Residential Regional provider of electrical installation services for single-family housing and multi-family apartment complexes. |
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Commercial & Industrial Provider of electrical design, construction, and maintenance services to the commercial and industrial markets in various regional markets and nationwide in certain areas
of expertise, such as the power infrastructure market. |
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Infrastructure Solutions Provider of electrical and mechanical solutions to domestic and international customers. |
The words IES, the Company, we, our, and us refer to Integrated Electrical Services, Inc. and,
except as otherwise specified herein, to our wholly-owned subsidiaries.
Seasonality and Quarterly Fluctuations
Results of operations from our Residential construction segment are seasonal, depending on weather trends, with typically higher revenues generated during
spring and summer and lower revenues during fall and winter, with an impact from precipitation in the warmer months. The Communications, Commercial & Industrial, and Infrastructure Solutions segments of our business are less subject to
seasonal trends, as work in these segments generally is performed inside structures protected from the weather, although weather can still impact these businesses, especially in the early stages of projects. Our service and maintenance business is
generally not affected by seasonality. Our volume of business may be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. In particular, a prolonged period of low oil prices and
subsequent slowdown in the economy could have a negative impact on demand for housing in regions such as Texas, which is a key market for us. Quarterly results may also be materially affected by the timing of new construction projects. Results for
our Infrastructure Solutions segment may be affected by the timing of outages at our customers facilities and by a highly cyclical rail industry. Accordingly, operating results for any fiscal period are not necessarily indicative of results
that may be achieved for any subsequent fiscal period.
Basis of Financial Statement Preparation
The accompanying unaudited condensed consolidated financial statements include the accounts of IES and its wholly-owned subsidiaries, and have been prepared in
accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the SEC). The results for the interim periods are not necessarily indicative of results for the entire year. These
interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (GAAP), and should be read in the context of the consolidated financial statements and notes thereto filed with the SEC
in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report include all known accruals and adjustments
necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature.
8
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts
of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are
primarily used in our revenue recognition of construction in progress, fair value assumptions in analyzing goodwill, investments, intangible assets and long-lived asset impairments and adjustments, allowance for doubtful accounts receivable,
stock-based compensation, reserves for legal matters, assumptions regarding estimated costs to exit certain segments, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves.
Recent Accounting Pronouncements
In May 2014, the
FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step
model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The standard also requires expanded disclosures surrounding revenue recognition. The effective date will
be the first quarter of our fiscal year ended September 30, 2019. The standard allows for either full retrospective or modified retrospective adoption. We are currently evaluating the impact of the adoption of this standard on our
consolidated financial statements. We have not yet selected a transition method or determined the effect ASU 2014-09 will have on our ongoing financial reporting.
In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation Of Interest: Simplifying the Presentation of Debt Issuance Costs (ASU
2015-03), which requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt
issuance costs were required to be presented as other assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. In August 2015, the FASB issued an update (ASU
2015-15) to address revolving lines of credit which may not have outstanding balances. This update allows an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The standard
is effective for fiscal years beginning after December 15, 2015 on a retrospective basis. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (ASU
2015-16), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it
determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The update is effective for fiscal years beginning
after December 15, 2015 on a retrospective basis. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which clarifies that in a classified statement of
financial position, an entity shall classify deferred tax liabilities and assets as noncurrent amounts. The new guidance supersedes ASC 740-10-45-5 which required the valuation allowance for a particular tax jurisdiction be allocated between current
and noncurrent deferred tax assets for that tax jurisdiction on a pro rata basis. The new standard will become effective for our fiscal year beginning October 1, 2017. The company has adopted this presentation for the period ended
December 31, 2015, and prior periods have not been retrospectively adjusted. At December 31, 2015, the implementation of this guidance resulted in a decrease to prepaid expenses and other current assets and corresponding increase to other
non-current assets of $55.
9
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
2. CONTROLLING SHAREHOLDER
Tontine Capital Partners, L.P. together with its affiliates (collectively Tontine) was the Companys controlling shareholder, and owned
approximately 62.3% of the Companys outstanding common stock at December 31, 2015, according to a Schedule 13D/A filed with the SEC by Tontine on December 24, 2015. Accordingly, Tontine has the ability to exercise significant control
over our affairs, including the election of directors and most actions requiring the approval of shareholders.
While Tontine is subject to restrictions
under federal securities laws on sales of its shares as an affiliate, in 2013 Tontine delivered a request to the Company pursuant to a Registration Rights Agreement for registration of all of the shares of IES common stock held by Tontine at that
time (the Registered Shares), and on February 21, 2013, the Company filed a shelf registration statement to register the Registered Shares. The shelf registration statement was declared effective by the SEC on June 18, 2013. As
long as the shelf registration statement remains effective, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings, as described in the shelf registration statement and in any prospectus
supplement filed in connection with an offering pursuant to the shelf registration statement.
Should Tontine sell or otherwise dispose of all or a
portion of its position in IES, a change in ownership of IES could occur. A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of net operating losses (NOLs) for federal and state
income tax purposes. On January 28, 2013, the Company implemented a tax benefit protection plan (the NOL Rights Plan) that is designed to deter an acquisition of the Companys stock in excess of a threshold amount that could
trigger a change of ownership within the meaning of Internal Revenue Code Section 382. There can be no assurance that the NOL Rights Plan will be effective in deterring a change of ownership or protecting the NOLs. Furthermore, a change in
ownership would trigger the change of control provisions in a number of our material agreements, including our credit facility, bonding agreements with our sureties and our severance arrangements.
A member of the Companys Board of Directors since February, 2012, David B. Gendell has served as the Companys non-executive Chairman of the Board
since January, 2015. Mr. Gendell, who is the brother of Jeffrey Gendell, the founder and managing member of Tontine, is also an employee of Tontine.
3. DEBT
At December 31, 2015 and September 30,
2015, our long-term debt of $10,241 and $10,234, respectively, relates to amounts drawn on our revolving credit facility, which matures on August 9, 2018. Our interest rate on these borrowings was 2.63% at December 31, 2015 and 2.38% at
September 30, 2015. At December 31, 2015, we also had $6,918 in outstanding letters of credit, and total availability of $19,063 under this facility without violating our financial covenant. There have been no changes to the
financial covenants disclosed in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2015, and the Company was in compliance with all covenants at December 31, 2015. At December 31, 2015, the carrying value
of amounts outstanding on our revolving loan approximated fair value, as debt incurs interest at a variable rate. The fair value of the debt is classified as a level 2 measurement.
10
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
4. PER SHARE INFORMATION
The following table reconciles the components of the basic and diluted earnings (loss) per share for the three months ended December 31, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
Numerator: |
|
|
|
|
|
|
|
|
Net earnings from continuing operations attributable to common shareholders |
|
$ |
5,745 |
|
|
$ |
3,471 |
|
Net earnings from continuing operations attributable to restricted shareholders |
|
|
54 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing operations |
|
|
5,799 |
|
|
|
3,473 |
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations attributable to common shareholders |
|
|
|
|
|
|
(181 |
) |
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations |
|
|
|
|
|
|
(181 |
) |
|
|
|
|
|
|
|
|
|
Net earnings attributable to common shareholders |
|
|
5,745 |
|
|
|
3,290 |
|
Net earnings attributable to restricted shareholders |
|
|
54 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
5,799 |
|
|
$ |
3,292 |
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic |
|
|
21,269,543 |
|
|
|
21,734,591 |
|
Effect of dilutive stock options and non-vested restricted stock |
|
|
77,951 |
|
|
|
45,137 |
|
|
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding diluted |
|
|
21,347,494 |
|
|
|
21,779,728 |
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
0.27 |
|
|
$ |
0.16 |
|
From discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.27 |
|
|
$ |
0.15 |
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
From continuing operations |
|
$ |
0.27 |
|
|
$ |
0.16 |
|
From discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.27 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
For the three months ended December 31, 2015 and 2014, the average price of our common shares exceeded the exercise price
of all of our outstanding options; therefore, all of our outstanding stock options were included in the computation of fully diluted earnings per share.
5. OPERATING SEGMENTS
We manage and measure
performance of our business in four distinct operating segments: Communications, Residential, Commercial & Industrial, and Infrastructure Solutions.
Transactions between segments, if any, are eliminated in consolidation. Our corporate office provides general and administrative as well as support services
to our four operating segments. Management allocates certain shared costs between segments for selling, general and administrative expenses and depreciation expense.
11
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
Segment information for the three months ended December 31, 2015 and 2014 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2015 |
|
|
|
Communications |
|
|
Residential |
|
|
Commercial & Industrial |
|
|
Infrastructure Solutions |
|
|
Corporate |
|
|
Total |
|
Revenues |
|
$ |
40,759 |
|
|
$ |
52,127 |
|
|
$ |
45,265 |
|
|
$ |
12,615 |
|
|
$ |
|
|
|
$ |
150,766 |
|
Cost of services |
|
|
32,602 |
|
|
|
40,455 |
|
|
|
40,407 |
|
|
|
9,669 |
|
|
|
|
|
|
|
123,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
8,157 |
|
|
|
11,672 |
|
|
|
4,858 |
|
|
|
2,946 |
|
|
|
|
|
|
|
27,633 |
|
Selling, general and administrative |
|
|
4,713 |
|
|
|
8,714 |
|
|
|
3,638 |
|
|
|
2,700 |
|
|
|
2,746 |
|
|
|
22,511 |
|
Loss on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
3,444 |
|
|
$ |
2,958 |
|
|
$ |
1,220 |
|
|
$ |
245 |
|
|
$ |
(2,746 |
) |
|
$ |
5,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
$ |
122 |
|
|
$ |
121 |
|
|
$ |
183 |
|
|
$ |
322 |
|
|
$ |
68 |
|
|
$ |
816 |
|
Capital expenditures |
|
$ |
85 |
|
|
$ |
42 |
|
|
$ |
148 |
|
|
$ |
77 |
|
|
$ |
|
|
|
$ |
352 |
|
Total assets |
|
$ |
38,896 |
|
|
$ |
37,326 |
|
|
$ |
45,630 |
|
|
$ |
34,747 |
|
|
$ |
66,479 |
|
|
$ |
223,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2014 |
|
|
|
Communications |
|
|
Residential |
|
|
Commercial & Industrial |
|
|
Infrastructure Solutions |
|
|
Corporate |
|
|
Total |
|
Revenues |
|
$ |
31,808 |
|
|
$ |
48,593 |
|
|
$ |
43,767 |
|
|
$ |
12,168 |
|
|
$ |
|
|
|
$ |
136,336 |
|
Cost of services |
|
|
26,510 |
|
|
|
39,405 |
|
|
|
38,483 |
|
|
|
9,234 |
|
|
|
|
|
|
|
113,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
5,298 |
|
|
|
9,188 |
|
|
|
5,284 |
|
|
|
2,934 |
|
|
|
|
|
|
|
22,704 |
|
Selling, general and administrative |
|
|
3,679 |
|
|
|
7,301 |
|
|
|
3,587 |
|
|
|
2,019 |
|
|
|
2,114 |
|
|
|
18,700 |
|
Loss (gain) on sale of assets |
|
|
7 |
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
$ |
1,612 |
|
|
$ |
1,887 |
|
|
$ |
1,698 |
|
|
$ |
915 |
|
|
$ |
(2,114 |
) |
|
$ |
3,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
$ |
118 |
|
|
$ |
123 |
|
|
$ |
66 |
|
|
$ |
201 |
|
|
$ |
71 |
|
|
$ |
579 |
|
Capital expenditures |
|
$ |
192 |
|
|
$ |
69 |
|
|
$ |
8 |
|
|
$ |
291 |
|
|
$ |
139 |
|
|
$ |
699 |
|
Total assets |
|
$ |
25,053 |
|
|
$ |
40,317 |
|
|
$ |
43,895 |
|
|
$ |
27,606 |
|
|
$ |
61,670 |
|
|
$ |
198,541 |
|
6. STOCKHOLDERS EQUITY
Equity Incentive Plan
The 2006 Equity
Incentive Plan became effective on May 12, 2006 (as amended, the 2006 Equity Incentive Plan). The 2006 Equity Incentive Plan provides for grants of stock options as well as grants of stock, including restricted stock. Approximately
2.0 million shares of common stock were authorized for issuance under the 2006 Equity Incentive Plan, of which approximately 75,745 shares are available for issuance at December 31, 2015. The 2006 Equity Incentive Plan is due to expire in
May 2016 unless prior to that time it is reauthorized pursuant to its terms and in accordance with applicable law, including shareholder and Board authorization as applicable. On December 9, 2015, the Companys Board of Directors approved
the Amended and Restated 2006 Equity Incentive Plan (the Amended Plan) which authorizes the issuance of an additional 1,000,000 shares under the plan. The Amended Plan will become immediately effective if approved by shareholders at the
Companys 2016 Annual Shareholders Meeting to be held on February 9, 2016. The terms of the Amended Plan are described further in the Companys definitive Proxy Statement for its 2016 Annual Meeting of Stockholders, which was
filed with the SEC on December 28, 2015.
12
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
Stock Repurchase Program
On February 4, 2015, our Board of Directors authorized a stock repurchase program for the purchase from time to time of up to 1.0 million shares of
the Companys common stock, and on December 9, 2015, our Board of Directors authorized the repurchase of up to an additional 500,000 shares under the program. Share purchases are made for cash in open market transactions at prevailing
market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other
factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or
because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Companys discretion and without notice. During
the year ended September 30, 2015, pursuant the program, the Company repurchased 482,156 shares of common stock at an average price of $7.22 per share for a total aggregate purchase price of $3.5 million. We repurchased 7,692 shares of our
common stock during the three months ended December 31, 2015, in open market transactions at an average price of $7.23 per share.
Treasury Stock
During the three months ended December 31, 2015, we repurchased 2,140 shares of common stock from our employees to satisfy minimum tax
withholding requirements upon the vesting of restricted stock issued under the 2006 Equity Incentive Plan and 7,500 shares of common stock were forfeited by former employees and returned to treasury stock. We issued 2,833 unrestricted shares out of
treasury stock to members of our Board of Directors as part of their overall compensation.
Restricted Stock
During the three months ended December 31, 2015 and 2014, we recognized $132 and $13, respectively, in compensation expense related to our restricted
stock awards. At December 31, 2015, the unamortized compensation cost related to outstanding unvested restricted stock was $1,153.
Phantom Stock
Units
Phantom stock units (PSUs) are primarily granted to the non-employee members of the Board of Directors as part of their overall
compensation. These PSUs are paid via unrestricted stock grants to each non-employee director upon their departure from the Board of Directors. We record compensation expense for the full value of the grant on the date of grant. For the three months
ended December 31, 2015 and 2014, we recognized $34 and $36 in compensation expense related to these grants.
Performance Based Phantom Stock
Units
Performance based phantom stock units (PPSUs) are a contractual right in respect of one share of the Companys common stock.
The PPSUs will generally become vested, if at all, upon the achievement of certain specified performance objectives and continued performance of services through mid-December 2018. During the three months ended December 31, 2015, the company
granted an aggregate of 400,000 three-year performance-based PPSUs. The vesting of these awards is subject to the achievement of specified levels of cumulative net income before taxes or specified stock price levels. For the three months ended
December 31, 2015, we recognized $22 in compensation expense related to these grants.
Stock Options
During the three months ended December 31, 2015 and 2014, we recognized compensation expense of $16 and $62, respectively, related to our stock option
awards. At December 31, 2015, the unamortized compensation cost related to outstanding unvested stock options was $67.
13
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
7. SECURITIES AND EQUITY INVESTMENTS
Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, investments, accounts payable, and a loan agreement. We
believe that the carrying value of these financial instruments in the accompanying Consolidated Balance Sheets approximates their fair value due to their short-term nature. Additionally, we have a cost method investment in EnerTech Capital Partners
II L.P. (EnerTech). We estimate the fair value of our investment in EnerTech (Level 3) using quoted market prices for underlying publicly traded securities, and estimated enterprise values are determined using cash flow projections and
market multiples of the underlying non-public companies.
Investment in EnerTech
The following table presents the reconciliation of the carrying value and unrealized gains to the fair value of the investment in EnerTech as of
December 31, 2015 and September 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015 |
|
|
September 30, 2015 |
|
Carrying value |
|
$ |
919 |
|
|
$ |
919 |
|
Unrealized gains |
|
|
67 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
986 |
|
|
$ |
985 |
|
|
|
|
|
|
|
|
|
|
At each reporting date, the Company performs evaluations of impairment for this investment to determine if any unrealized
losses are other-than-temporary. There was no impairment for the three months ended December 31, 2015 or 2014.
EnerTechs general partner, with
the consent of the funds investors, has extended the fund through December 31, 2016. The fund will terminate on this date unless extended by the funds valuation committee. The fund may be extended for another one-year period through
December 31, 2017 with the consent of the funds valuation committee.
8. EMPLOYEE BENEFIT PLANS
401(k) Plan
The Company offers employees the opportunity
to participate in its 401(k) savings plans. During the three months ended December 31, 2015 and 2014, we recognized $79 and $78, respectively, in matching expense.
Post Retirement Benefit Plans
Certain individuals at one
of the Companys locations are entitled to receive fixed annual payments pursuant to post retirement benefit plans. We had an unfunded benefit liability of $871 recorded as of December 31, 2015 and September 30, 2015, respectively,
related to such plans.
9. FAIR VALUE MEASUREMENTS
Fair Value Measurement Accounting
Fair value is
considered the price to sell an asset, or transfer a liability, between market participants on the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in
the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by
creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value
estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the
estimated fair value.
14
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
At December 31, 2015, financial assets and liabilities measured at fair value on a recurring basis were
limited to our Executive Deferred Compensation Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the plan).
Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015, are summarized in the following table by the type
of inputs applicable to the fair value measurements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015 |
|
|
|
Total Fair Value |
|
|
Quoted Prices (Level 1) |
|
|
Significant Unobservable (Level 3) |
|
Executive savings plan assets |
|
$ |
635 |
|
|
$ |
635 |
|
|
$ |
|
|
Executive savings plan liabilities |
|
|
(521 |
) |
|
|
(521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
114 |
|
|
$ |
114 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015, are summarized in
the following table by the type of inputs applicable to the fair value measurements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015 |
|
|
|
Total Fair Value |
|
|
Quoted Prices (Level 1) |
|
|
Significant Unobservable (Level 3) |
|
Executive savings plan assets |
|
$ |
617 |
|
|
$ |
617 |
|
|
$ |
|
|
Executive savings plan liabilities |
|
|
(504 |
) |
|
|
(504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
113 |
|
|
$ |
113 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. INVENTORY
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015 |
|
|
September 30, 2015 |
|
Raw materials |
|
$ |
1,890 |
|
|
$ |
1,641 |
|
Work in process |
|
|
3,235 |
|
|
|
2,641 |
|
Finished goods |
|
|
1,745 |
|
|
|
1,199 |
|
Parts and supplies |
|
|
6,500 |
|
|
|
8,496 |
|
|
|
|
|
|
|
|
|
|
Total inventories |
|
$ |
13,370 |
|
|
$ |
13,977 |
|
|
|
|
|
|
|
|
|
|
15
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
11. INTANGIBLE ASSETS
Intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015 |
|
|
|
Estimated Useful Lives (in Years) |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net |
|
Trademarks/trade names |
|
|
8 - Indefinite |
|
|
$ |
1,742 |
|
|
$ |
17 |
|
|
$ |
1,725 |
|
Technical library |
|
|
20 |
|
|
|
400 |
|
|
|
46 |
|
|
|
354 |
|
Customer relationships |
|
|
8 - 15 |
|
|
|
6,286 |
|
|
|
917 |
|
|
|
5,369 |
|
Covenants not to compete |
|
|
3 |
|
|
|
140 |
|
|
|
132 |
|
|
|
8 |
|
Developed technology |
|
|
4 |
|
|
|
400 |
|
|
|
284 |
|
|
|
116 |
|
Backlog |
|
|
1 |
|
|
|
218 |
|
|
|
18 |
|
|
|
200 |
|
Construction contracts |
|
|
1 |
|
|
|
227 |
|
|
|
71 |
|
|
|
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
9,413 |
|
|
$ |
1,485 |
|
|
$ |
7,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015 |
|
|
|
Estimated Useful Lives (in Years) |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net |
|
Trademarks/trade names |
|
|
8 - Indefinite |
|
|
$ |
1,400 |
|
|
$ |
9 |
|
|
$ |
1,391 |
|
Technical library |
|
|
20 |
|
|
|
400 |
|
|
|
41 |
|
|
|
359 |
|
Customer relationships |
|
|
8 - 12 |
|
|
|
3,600 |
|
|
|
788 |
|
|
|
2,812 |
|
Covenants not to compete |
|
|
3 |
|
|
|
140 |
|
|
|
121 |
|
|
|
19 |
|
Developed technology |
|
|
4 |
|
|
|
400 |
|
|
|
258 |
|
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
5,940 |
|
|
$ |
1,217 |
|
|
$ |
4,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time we are a party to various
claims, lawsuits and other legal proceedings that arise in the ordinary course of business. We maintain various insurance coverages to minimize financial risk associated with these proceedings. None of these proceedings, separately or in the
aggregate, are expected to have a material adverse effect on our financial position, results of operations or cash flows. With respect to all such proceedings, we record reserves when it is probable that a liability has been incurred and the amount
of loss can be reasonably estimated. We expense routine legal costs related to these proceedings as they are incurred.
The following is a discussion of
our significant legal matters:
Ward Transformer Site
Private Action
In April 2009, Carolina Power and Light
Company and Consolidation Coal Company filed suit in the U.S. District Court for the Eastern District of North Carolina (Western Division) against a number of entities, including one of our subsidiaries, to recover costs to remove Polychlorinated
Byphenyls (PCB) contamination at Ward Transformer, an electric transformer resale and reconditioning facility located in Raleigh, North Carolina (the Private Action). Plaintiffs had been ordered under a settlement agreement
with the U.S. Environmental Protection Agency (the EPA) to clean up the onsite contamination, including the groundwater underneath the facility, and were seeking to recover costs associated with the clean-up from other potentially
responsible parties (PRPs). During the first quarter of fiscal year 2016, the parties to this matter reached an agreement in principle to settle the Companys exposure, and following the first quarter, the parties settled this
matter. The agreed upon settlement was fully reserved in our financial statements at December 31, 2015.
16
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
EPA Action
Contamination outside of and downstream from the Ward Transformer site is not subject to the Private Action. The EPA has not yet assessed costs for that
portion of the remediation, and has not entered into any settlement agreement with any party to begin clean-up. While the costs to remediate the offsite conditions remain unknown, certain of the parties with larger exposure have agreed to undertake
the clean-up. During the first quarter of fiscal year 2016, these parties agreed in principle to release several types of PRPs from liability for a nominal amount based on their limited involvement in the site. We believe the Company will be
included in the settlement group and will be released from the matter for a nominal amount. Therefore, as of December 31, 2015, we had not recorded any additional reserve for this matter.
Risk-Management
We retain the risk for workers
compensation, employers liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are
generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insureds under our insurance
policies. Losses up to the deductible amounts, or losses that are not covered under our policies, are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. As a result, many of our claims are effectively
self-insured. Many claims against our insurance are in the form of litigation. At December 31, 2015 and September 30, 2015, we had $4,272 and $4,518, respectively, accrued for insurance liabilities. We are also subject to construction
defect liabilities, primarily within our Residential segment. As of December 31, 2015 and September 30, 2015, we had $441 and $464, respectively, reserved for these claims. Because the reserves are based on judgment and estimates, and
involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates or that the timing of
payments will not create liquidity issues for the Company.
Some of the underwriters of our casualty insurance program require us to post letters of
credit as collateral. This is common in the insurance industry. To date, we have not had a situation where an underwriter has had reasonable cause to effect payment under a letter of credit. At both December 31, 2015 and September 30,
2015, $6,347 of our outstanding letters of credit was utilized to collateralize our insurance program.
Surety
As of December 31, 2015, the estimated cost to complete our bonded projects was approximately $78,366. We evaluate our bonding requirements on a regular
basis, including the terms offered by our sureties. We believe the bonding capacity presently provided by our current sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future. Posting letters
of credit in favor of our sureties reduces the borrowing availability under our credit facility.
Other Commitments and Contingencies
Some of our customers and vendors require us to post letters of credit, or provide intercompany guarantees, as a means of guaranteeing performance under our
contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the letter of credit. At December 31, 2015,
$571 of our outstanding letters of credit were to collateralize our vendors.
From time to time, we may enter into firm purchase commitments for materials
such as copper or aluminum wire which we expect to use in the ordinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specific intervals at a fixed price
over the term. As of December 31, 2015, we had no such commitments.
17
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
13. BUSINESS COMBINATIONS
The Company completed two acquisitions in the quarter ended December 31, 2015 for aggregate consideration of $8,425. These acquisitions
included:
|
|
|
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. Calumet is included in our Infrastructure Solutions segment. |
|
|
|
Shanahan Mechanical and Electrical, Inc. (Shanahan), a Nebraska-based provider of mechanical and electrical contracting services. Shanahan operates as a subsidiary in IESs Commercial &
Industrial segment. |
The total aggregate consideration includes cash consideration of $8,013 and contingent consideration with a fair value
estimated at $412. Of the cash consideration, $7,338 was paid at closing, with the remaining $675 to be paid within 90 days subsequent to the transaction dates, in accordance with working capital settlement provisions pursuant to the agreements with
the sellers. The contingent consideration arrangement relates to the purchase of Calumet, and provides that a maximum of $2,250 may be earned over the three year period ended December 31, 2018.
The Company accounted for the transactions 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, 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 dates of the acquisitions is as follows:
|
|
|
|
|
Current assets |
|
$ |
4,749 |
|
Property and equipment |
|
|
1,260 |
|
Intangible assets (primarily customer relationships) |
|
|
3,473 |
|
Non-tax-deductible goodwill |
|
|
2,158 |
|
Current liabilities |
|
|
(1,913 |
) |
Deferred tax liability |
|
|
(1,302 |
) |
|
|
|
|
|
Net assets acquired |
|
$ |
8,425 |
|
|
|
|
|
|
With regard to the $1,302 deferred tax liability recorded in connection with the acquisitions, we reduced a portion of our
valuation allowance equal to this deferred tax liability, resulting in a reduction to income tax expense of $1,302.
Pro forma revenues and results of
operations for the acquisitions have not been presented because the effects were not material to the consolidated financial statements.
Southern
Rewinding
On May 21, 2015, our wholly-owned subsidiary Magnetech Industrial Services, Inc. (Magnetech) acquired all of the common
stock and certain related real estate of Southern Industrial Sales and Services, Inc. (Southern Rewinding), a Columbus, Georgia-based motor repair and related field services company, for total consideration of $3,937. Of that
amount, $3,137 was paid at closing, with additional consideration of $800 scheduled to be paid through the period ending November, 2016. Of that additional amount, $200 was paid during the three months ended December 31, 2015. Payment of the
remaining $600 is subject to Magnetechs right to hold back certain amounts in respect of seller obligations. After closing, we provided the newly-acquired entity with $1,065 of working capital. Southern Rewinding 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 certain intangible asset valuations. 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 May 21, 2015 is as follows:
18
INTEGRATED ELECTRICAL SERVICES, INC.
Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts
|
|
|
|
|
Current assets |
|
$ |
1,225 |
|
Property and equipment |
|
|
911 |
|
Intangible assets (primarily customer relationships) |
|
|
1,700 |
|
Non-tax-deductible goodwill |
|
|
1,532 |
|
Current liabilities |
|
|
(1,431 |
) |
|
|
|
|
|
Net assets acquired |
|
$ |
3,937 |
|
|
|
|
|
|
Pro forma revenues and results of operations for the acquisition have not been presented because the effects were not material
to the consolidated financial statements.
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Consolidated Financial
Statements and the notes thereto, set forth in Item 8,Financial Statements and Supplementary Data and Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations,
each as set forth in our Annual Report on Form 10-K for the year ended September 30, 2015 and the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. The following discussion may contain forward
looking statements. For additional information, see Disclosure Regarding Forward Looking Statements in Part I of this Quarterly Report on Form 10-Q.
OVERVIEW
Executive Overview
Please refer to Item 1, Business of our Annual Report on Form 10-K for the year ended September 30, 2015, for a discussion of the
Companys services and corporate strategy. Integrated Electrical Services, Inc., a Delaware corporation, is a holding company that owns and manages diverse operating subsidiaries, comprised of providers of industrial products and infrastructure
services to a variety of end markets. Our operations are currently organized into four principal business segments: Communications, Residential, Commercial & Industrial, and Infrastructure Solutions.
Business Combinations
During the first quarter of fiscal
year 2015, in furtherance of our strategy of acquiring or investing in complementary or stand-alone platform businesses, we acquired two businesses to be operated within our existing Infrastructure Solutions and Commercial & Industrial
business segments, respectively. On October 30, 2015, a subsidiary of our Infrastructure Solutions segment acquired 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. We expect the acquisition of Calumet to both support expansion into new end customers through the added capability of new armature manufacturing and enhance our
presence in the Great Lakes region.
On November 20, 2015, a subsidiary of our Commercial & Industrial segment acquired Shanahan Mechanical
and Electrical, Inc. (Shanahan), a Nebraska-based provider of mechanical and electrical contracting services. We believe the Shanahan acquisition will not only enhance the Companys current mechanical contracting expertise, but also
accelerate our entry into the Lincoln market, an area that our Holdrege, Nebraska location has targeted for expansion.
RESULTS OF
OPERATIONS
We report our operating results across our four operating segments: Communications, Residential, Commercial & Industrial and
Infrastructure Solutions. Expenses associated with our corporate office are classified as a fifth segment. The following table presents selected historical results of operations of IES.
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
|
(Dollars in thousands, Percentage of revenues) |
|
Revenues |
|
$ |
150,766 |
|
|
|
100.0 |
% |
|
$ |
136,336 |
|
|
|
100.0 |
% |
Cost of services |
|
|
123,133 |
|
|
|
81.7 |
% |
|
|
113,632 |
|
|
|
83.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
27,633 |
|
|
|
18.3 |
% |
|
|
22,704 |
|
|
|
16.7 |
% |
Selling, general and administrative expenses |
|
|
22,511 |
|
|
|
14.9 |
% |
|
|
18,700 |
|
|
|
13.7 |
% |
Loss on sale of assets |
|
|
1 |
|
|
|
0.0 |
% |
|
|
6 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from operations |
|
|
5,121 |
|
|
|
3.4 |
% |
|
|
3,998 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other (income) expense, net |
|
|
264 |
|
|
|
0.2 |
% |
|
|
260 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before income taxes |
|
|
4,857 |
|
|
|
3.2 |
% |
|
|
3,738 |
|
|
|
2.8 |
% |
Provision for income taxes |
|
|
(942 |
) |
|
|
(0.6 |
)% |
|
|
265 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations |
|
|
5,799 |
|
|
|
3.8 |
% |
|
|
3,473 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations |
|
|
|
|
|
|
0.0 |
% |
|
|
(181 |
) |
|
|
(0.1 |
)% |
Net income |
|
$ |
5,799 |
|
|
|
3.8 |
% |
|
$ |
3,292 |
|
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated revenues for the three months ended December 31, 2015 were $14.4 million higher than
for the three months ended December 31, 2014, an increase of 10.6%, with increases at each of our operating segments. Our Shanahan, Calumet, and Southern Rewinding businesses, which were acquired subsequent to the three months ended
December 31, 2014, provided revenue of $4.4 million for the three months ended December 31, 2015.
Our overall gross profit percentage increased
to 18.3% during the three months ended December 31, 2015 as compared to 16.7% during the three months ended December 31, 2014. Gross profit as a percentage of revenue increased at our Communications and Residential segments, partly offset
by decreases at our Commercial & Industrial and Infrastructure Solutions segments.
Selling, general and administrative expenses include costs
not directly associated with performing work for our customers. These costs consist primarily of compensation and benefits related to corporate, segment and branch management (including incentive-based compensation), occupancy and utilities,
training, professional services, information technology costs, consulting fees, costs associated with acquisitions, travel and certain types of depreciation and amortization. We allocate certain corporate selling, general and administrative costs
across our segments as we believe this more accurately reflects the costs associated with operating each segment.
During the three
months ended December 31, 2015, our selling, general and administrative expenses were $22.5 million, or 14.9% of revenue, an increase of $3.8 million, or 20.4%, over the three months ended December 31, 2014. This increase was primarily
attributable to increased activity levels across our business, as increased volume levels required additional personnel to support our growth, and higher profitability led to an increase in variable incentive compensation expense for segment and
branch management. Additionally, we incurred certain costs related to our acquisitions of Shanahan and Calumet. Selling, general and administrative expense incurred at Shanahan, Calumet, and Southern Rewinding, which were not included in our results
for the three months ended December 31, 2014, was $0.8 million for the quarter ended December 31, 2015. See Note 13 Business Combinations for further information.
20
Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
|
(Dollars in thousands, Percentage of revenues) |
|
Revenue |
|
$ |
40,759 |
|
|
|
100.0 |
% |
|
$ |
31,808 |
|
|
|
100.0 |
% |
Gross Profit |
|
|
8,157 |
|
|
|
20.0 |
% |
|
|
5,298 |
|
|
|
16.7 |
% |
Selling, general and administrative expenses |
|
|
4,713 |
|
|
|
11.6 |
% |
|
|
3,679 |
|
|
|
11.6 |
% |
Revenue. Our Communications segment revenues increased by $9.0 million during the three months ended December 31,
2015, a 28.1% increase compared to the three months ended December 31, 2014. The increase is the result of both the expansion of our customer base and additional work with existing customers. Revenues from data center work increased by
$8.8 million for the three months ended December 31, 2015, as compared with the same period in 2014. Additionally, we continue to expand our business in areas such as wireless access, audio visual, and structured cabling.
Gross Profit. Our Communications segments gross profit during the three months ended December 31, 2015 increased $2.9 million, or 54.0%, as
compared to the three months ended December 31, 2014. Gross profit as a percentage of revenue increased 3.3% to 20.0% for the three months ended December 31, 2015, as a higher volume of activity contributed to our ability to improve
operating efficiency. Additionally, our overall mix of projects for the three months ended December 31, 2015 included an increase in labor as a percentage of total project costs as compared with the period ended December 31, 2014. Margins
on labor are generally higher than those on materials, contributing to an overall increase in gross margin as a percentage of revenue.
Selling,
General and Administrative Expenses. Our Communications segments selling, general and administrative expenses increased $1.0 million, or 28.1%, during the three months ended December 31, 2015 compared to the three months ended
December 31, 2014 as a result of higher personnel cost, including increased incentive compensation associated with higher profitability. Selling, general and administrative expenses as a percentage of revenues in the Communications segment
remained flat at 11.6% of segment revenue during both the three months ended December 31, 2015 and the three months ended December 31, 2014.
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
|
(Dollars in thousands, Percentage of revenues) |
|
Revenue |
|
$ |
52,127 |
|
|
|
100.0 |
% |
|
$ |
48,593 |
|
|
|
100.0 |
% |
Gross Profit |
|
|
11,672 |
|
|
|
22.4 |
% |
|
|
9,188 |
|
|
|
18.9 |
% |
Selling, general and administrative expenses |
|
|
8,714 |
|
|
|
16.7 |
% |
|
|
7,301 |
|
|
|
15.0 |
% |
Revenue. Our Residential segment revenues increased by $3.5 million during the three months ended
December 31, 2015, an increase of 7.3% as compared to the three months ended December 31, 2014. Single-family construction revenues increased by $5.5 million, primarily driven by our Texas operations, where the economy has experienced
continued growth and population expansion. We continue to monitor how growth and population expansion in this region may be affected by changes to the oil and gas sector due to declining oil prices; we believe that sustained low levels of oil prices
may result in a tapering of regional growth and a reduction in growth in this segment of our business. Revenue from solar installations increased by $1.2 million, and cable and service revenues increased by $0.7 million for three months ended
December 31, 2015 as compared with the same period in 2014, primarily as a result of an expansion of our service area. However, these increases were partly offset by a decrease in multi-family revenues, which declined by $3.6 million year over
year.
Gross Profit. During the three months ended December 31, 2015, our Residential segment experienced a $2.5 million, or 27.0%, increase
in gross profit as compared to the three months ended December 31, 2014. The increase in gross profit was driven primarily by single-family projects. As demand has increased within the single-family business, profitability has increased, as a
higher volume of activity contributed to our ability to improve operating efficiency. In addition, although our multi-family business experienced a decrease in revenues, there was no corresponding decrease in gross margins, due to an increase in
project efficiency and low copper prices for the three months ended December 31, 2015 as compared to the three months ended December 31, 2014.
21
Selling, General and Administrative Expenses. Our Residential segment experienced a $1.4 million, or
19.3%, increase in selling, general and administrative expenses during the three months ended December 31, 2015 compared to the three months ended December 31, 2014 primarily as a result of higher variable compensation and incentive costs
associated with increased profitability. Selling, general and administrative expenses as a percentage of revenues in the Residential segment increased to 16.7% of segment revenue during the three months ended December 31, 2015 compared to 15.0%
in the three months ended December 31, 2014.
Commercial & Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
|
(Dollars in thousands, Percentage of revenues) |
|
Revenue |
|
$ |
45,265 |
|
|
|
100.0 |
% |
|
$ |
43,767 |
|
|
|
100.0 |
% |
Gross Profit |
|
|
4,858 |
|
|
|
10.7 |
% |
|
|
5,285 |
|
|
|
12.1 |
% |
Selling, general and administrative expenses |
|
|
3,638 |
|
|
|
8.0 |
% |
|
|
3,587 |
|
|
|
8.2 |
% |
Revenue. Revenues in our Commercial & Industrial segment increased $1.5 million during the three months ended
December 31, 2015, an increase of 3.4% compared to the three months ended December 31, 2014. The increase in revenue was driven by an increase in construction of manufacturing facilities in the Southeast region for three months ended
December 31, 2015 as compared with the three months ended December 31, 2014. This increase in demand in the Southeast was offset by decreased demand in the Midwest and Northwest for the quarter ended December 31, 2015. The market for
this segments services remains highly competitive.
Gross Profit. Our Commercial & Industrial segments gross profit during the
three months ended December 31, 2015 decreased by $0.4 million, or 8.1%, as compared to the three months ended December 31, 2014, as we experienced project delays in certain locations.
Selling, General and Administrative Expenses. Our Commercial & Industrial segments selling, general and administrative expenses during
the three months ended December 31, 2015 increased by $0.1 million, or 1.4%, compared to the three months ended December 31, 2014, but decreased as a percentage of revenue.
Infrastructure Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
|
(Dollars in thousands, Percentage of revenues) |
|
Revenue |
|
$ |
12,615 |
|
|
|
100.0 |
% |
|
$ |
12,168 |
|
|
|
100.0 |
% |
Gross Profit |
|
|
2,946 |
|
|
|
23.4 |
% |
|
|
2,934 |
|
|
|
24.1 |
% |
Selling, general and administrative expenses |
|
|
2,700 |
|
|
|
21.4 |
% |
|
|
2,019 |
|
|
|
16.6 |
% |
Revenue. Revenues in our Infrastructure Solutions segment increased by $0.4 million during the three months ended
December 31, 2015, an increase of 3.7% compared to the three months ended December 31, 2014. The increase in revenue was driven primarily by $3.1 million of revenue contributed by Southern Rewinding and Calumet, which were acquired in May
2015 and October 2015, respectively. This increase was partly offset by a decrease in demand for engine component services by certain of our large rail customers.
22
Gross Profit. Our Infrastructure Solutions segments gross profit during the three months ended
December 31, 2015 remained relatively flat as compared to the three months ended December 31, 2014. Although revenues were up, overall margins were affected by the decrease in activity for our engine components business, which generally
has higher margins than our motor repair business.
Selling, General and Administrative Expenses. Our Infrastructure Solutions segments
selling, general and administrative expenses during the three months ended December 31, 2015 increased by $0.7 million compared to the three months ended December 31, 2014. The increase was primarily the result of general and
administrative costs at Southern Rewinding and Calumet, which were $0.6 million for the three months ended December 31, 2015.
Interest and Other
Expense, net
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
(In thousands) |
|
Interest expense |
|
$ |
203 |
|
|
$ |
213 |
|
Deferred financing charges |
|
|
90 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
293 |
|
|
|
288 |
|
Other (income) expense, net |
|
|
(29 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
Total interest and other expense, net |
|
$ |
264 |
|
|
$ |
260 |
|
|
|
|
|
|
|
|
|
|
Interest Expense for the three months ended December 31, 2015 and 2014
During the three months ended December 31, 2015, we incurred interest expense of $0.3 million primarily comprised of interest expense from our revolving
credit facility, an average letter of credit balance of $6.9 million under the 2012 Credit Facility (as defined under Liquidity and Capital Resources below) and an average unused line of credit balance of $42.9 million. This compares to
interest expense of $0.3 million for the three months ended December 31, 2014, primarily comprised of interest expense from our revolving credit facility and average letter of credit and unused line of credit balances under the 2012 Credit
Facility of $6.9 million and $42.9 million, respectively.
PROVISION FOR INCOME TAXES
We reported a benefit from income taxes of $0.9 million for three months ended December 31, 2015 compared to expense of $0.3 million for the three months
ended December 31, 2014. Results for the three months ended December 31, 2015 included a benefit related to the release of $1.3 million of valuation allowance in connection with the acquisition of deferred tax liabilities related to
Shanahan and Calumet.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Managements discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements included in
this report on Form 10-Q, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance for
doubtful accounts, write-downs for obsolete inventory, income taxes, impairments of long-lived assets, and contingencies and litigation.
We establish
valuation allowances for deferred tax assets based on a standard of whether it is more likely than not that the assets will fail to result in a future reduction of taxes paid. Our ability to realize deferred tax assets depends on our ability to
generate sufficient taxable income of the appropriate character within the periods provided by tax regulations for the applicable tax jurisdiction. In assessing the realization of deferred tax assets, we consider future reversals of existing
taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, and tax planning strategies. When assessing the need for a valuation allowance, we consider all available evidence, including
the nature and magnitude of our cumulative losses in recent years, duration of carryforward periods, and our financial outlook.
23
After a prolonged period of operating losses spanning many years, the Company reported income for the years ended
September 30, 2014 and 2015, and for the three months ended December 31, 2015.
Over the ten-year period from 2004 through 2013, the Company
reported net losses each year, finally returning to profitability in the year ended September 30, 2014. Although we have recently returned to profitability, GAAP guidelines place considerably more weight on historical results and less weight on
future projections, and as such, the cumulative pretax losses provide sufficient negative evidence to support the appropriateness of a full valuation allowance. We will evaluate the appropriateness of our remaining deferred tax assets and valuation
allowances on a quarterly basis. To the extent that profitability continues, our conclusion regarding the amount of valuation allowances required could change, resulting in the reversal of a portion of our valuation allowances. Such a reversal,
if one were to occur, would result in a benefit to earnings. At September 30, 2015, federal and state deferred tax asset valuation allowances were $106,560 and $4,681, respectively.
We evaluate goodwill for potential impairment at least annually at year end; however, if impairment indicators exist, we will evaluate as needed. For our
Infrastructure Solutions reporting unit, the estimated fair value as of September 30, 2015 was not significantly in excess of the carrying value. For the quarter ended December 31, 2015, the Infrastructure Solutions reporting
units financial performance was consistent with the forecast used in the September 30, 2015 goodwill assessment. However, if Infrastructure Solutions is unable to continue to achieve the projected financial performance, either in the
near term or long term, impairment is likely to result. Total recorded goodwill for the Infrastructure Solutions reporting unit as of December 31, 2015 is $10.0 million.
WORKING CAPITAL
During the three months
ended December 31, 2015, working capital decreased by $1.0 million from September 30, 2015, reflecting a $10.5 million decrease in current assets and a $9.5 million decrease in current liabilities during the period.
During the three months ended December 31, 2015, our current assets decreased to $178.5 million, as compared to $189.0 million as of September 30,
2015. The current trade accounts receivables, net, decreased by $5.5 million at December 31, 2015, as compared to September 30, 2015, driven by an increase in collections. Accounts receivable balances are affected by the seasonality of our
business, and have decreased from September 30, 2015 in connection with lower revenues reported for the quarter ended December 31, 2015 compared with the quarter ended September 30, 2015. Days sales outstanding (DSOs)
decreased to 54 at December 31, 2015 from 56 at September 30, 2015. While the rate of collections may vary, our secured position, resulting from our ability to secure liens against our customers overdue receivables, reasonably
assures that collection will occur eventually to the extent that our security retains value.
During the three months ended December 31, 2015, our
total current liabilities decreased by $9.5 million to $98.6 million, compared to $108.1 million as of September 30, 2015. The decrease was primarily the result of accounts payable and accrued expenses driven by the timing of payments, which
decreased by $8.4 million during the three months ended December 31, 2015 compared to September 30, 2015, in connection with decreased levels of activity.
Surety
We believe the bonding capacity presently
provided by our sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future. As of December 31, 2015, the estimated cost to complete our bonded projects was approximately $78.4 million.
LIQUIDITY AND CAPITAL RESOURCES
As
of December 31, 2015, we had cash and cash equivalents of $46.3 million, working capital of $80.0 million, and $6.9 million of letters of credit outstanding under our 2012 Credit Facility. We anticipate that the combination of cash on hand,
cash flows, and available capacity under our 2012 Credit Facility will provide sufficient cash to enable us to meet our working capital needs, debt service requirements and capital expenditures for property and equipment through the next twelve
months. Our ability to generate cash flow is dependent on many factors, including demand for our services, the availability of projects at margins acceptable to us, the ultimate collectability of our receivables, and our ability to borrow on our
2012 Credit Facility, if needed.
24
We continue to closely monitor the financial markets and general national and global economic conditions. To
date, we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurances that access to our invested cash and cash equivalents will not be impacted in the future by adverse conditions in the
financial markets.
The 2012 Revolving Credit Facility
We maintain a $60 million revolving credit facility with Wells Fargo Bank, N.A. that matures in August 2018. We entered into the credit facility in August 2012
and most recently amended it in September 2014 (as amended, the 2012 Credit Facility). The 2012 Credit Facility contains customary affirmative, negative and financial covenants. At December 31, 2015, we were subject to the
financial covenant under the 2012 Credit Facility requiring, at any time that our Liquidity (the aggregate amount of unrestricted cash and cash equivalents on hand plus Excess Availability, as defined in the amended and restated credit agreement
dated September 24, 2014, under the 2012 Credit Facility (the Amended Credit Agreement)) is less than $20 million or our Excess Availability is less than $5 million, that we maintain a Fixed Charge Coverage Ratio of not less than
1.0:1.0. At December 31, 2015, our Liquidity was $44.8 million and our Excess Availability was $19.1 million, and as such, we were not required to maintain a Fixed Charge Coverage Ratio of 1.0:1.0 as of such date. Nonetheless, at
December 31, 2015, our Fixed Charge Coverage Ratio was 4.4:1.0. Compliance with our Fixed Charge Coverage Ratio, while not required at December 31, 2015, provides us with the ability to use cash on hand or to draw on our 2012 Credit
Facility such that we can fall below the Excess Availability and Liquidity minimum thresholds described above without violating our financial covenant.
Our Fixed Charge Coverage Ratio is calculated as (i) our trailing twelve month EBITDA (as defined in the 2012 Credit Facility), less non-financed capital
expenditures (other than capital expenditures financed by means of an advance under the 2012 Credit Facility) cash taxes and certain pass-through tax liabilities, divided by (ii) the sum of our cash interest and principal debt payments (other
than repayment of principal on advances under the 2012 Credit Facility) and all Restricted Junior Payments (as defined in the 2012 Credit Facility) (other than pass-through tax liabilities) and other cash distributions. As defined in the 2012 Credit
Facility, EBITDA is calculated as consolidated net income (or loss), less extraordinary gains, interest income, non-operating income and income tax benefits and decreases in any change in LIFO reserves, plus stock compensation expense, non-cash
extraordinary losses, interest expense, income taxes, depreciation and amortization and increases in any change in LIFO reserves.
If in the future our
Liquidity or Excess Availability fall below $20 million or $5 million, respectively, and at that time our Fixed Charge Coverage Ratio is less than 1.0:1.0, or if we otherwise fail to perform or otherwise comply with certain of our covenants or other
agreements under our 2012 Credit Facility, it would result in an event of default under our 2012 Credit Facility, which could result in some or all of our indebtedness becoming immediately due and payable.
At December 31, 2015, we had $19.1 million under the 2012 Credit Facility that was available to us without triggering or violating our financial
covenant, $6.9 million in outstanding letters of credit with Wells Fargo and outstanding borrowings of $10.2 million. Our interest rate on borrowings under the 2012 Credit Facility revolver was 2.63% at December 31, 2015.
Operating Activities
Our cash flow from operations is
not only influenced by cyclicality, demand for our services, operating margins and the type of services we provide, but can also be influenced by working capital needs such as the timing of our receivable collections. Working capital needs are
generally lower during our fiscal first and second quarters due to the seasonality that we experience in many regions of the country.
Operating
activities provided net cash of $4.9 million during the three months ended December 31, 2015, as compared to $0.1 million of net cash provided in the three months ended December 31, 2014. The increase in operating cash flow was
primarily the result of increased earnings and a decrease in working capital for the three months ended December 31, 2015, compared with the same period in 2014. Working capital reductions include a $4.4 million increase in cash collected from
accounts receivable and a $5.0 million increase in costs and estimated earnings in excess of billings. This increase was partly offset by $8.0 million used pay down accounts payable and accrued liabilities.
Investing Activities
Net cash used in investing
activities was $7.9 million for the three months ended December 31, 2015, compared with $0.7 million for the three months ended December 31, 2014. We used $7.5 million for business acquisitions, including the acquisitions of Calumet and
Shanahan in the three months ended December 31, 2015, and also including $0.2 million paid during the quarter related to the May 2015 acquisition of Southern Rewinding. Purchases of fixed assets used $0.4 million in the three months ended
December 31, 2015, compared with $0.7 million in the three months ended December 31, 2014.
25
Financing Activities
Financing activities used net cash of $0.1 million in the three months ended December 31, 2015, and 2014, both related to stock repurchases.
Stock Repurchase Program
On February 4, 2015, our
Board of Directors authorized a stock repurchase program for the purchase from time to time of up to 1.0 million shares of the Companys common stock, and on December 9, 2015, our Board of Directors authorized the repurchase of up to
an additional 500,000 shares under the program. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program
are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under
pre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and
may be modified, suspended or reinstated at any time at the Companys discretion and without notice. During the year ended September 30, 2015, pursuant the program, the Company repurchased 482,156 shares of common stock at an average of
$7.22 per share for a total aggregate purchase price of $3.5 million. We repurchased 7,692 shares of common stock during the three months ended December 31, 2015, in open market transactions at an average price of $7.23 per share.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
During the quarter ended December 31, 2016, our Infrastructure Solutions segment entered into an extension of a lease for an office building, operating
facility, and warehouse space. The revised lease has a term of ten years and aggregate rent payments of approximately $5.3 million.
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Management is actively involved in monitoring exposure to market risk and continues to develop and utilize appropriate risk management techniques. Our exposure
to significant market risks includes fluctuations in commodity prices for copper, aluminum, steel and fuel. Commodity price risks may have an impact on our results of operations due to the fixed price nature of many of our contracts. We are also
exposed to interest rate risk with respect to our outstanding debt obligations on the 2012 Credit Facility. For additional information see Disclosure Regarding Forward-Looking Statements in Part I of this Quarterly
Report on Form 10-Q.
Commodity Risk
Our
exposure to significant market risks includes fluctuations in commodity prices for copper, aluminum, steel and fuel. Commodity price risks may have an impact on our results of operations due to the fixed nature of many of our contracts. Over the
long-term, we expect to be able to pass along a portion of these costs to our customers, as market conditions in the construction industry will allow. The Company has not entered into any commodity price risk hedging instruments.
Interest Rate Risk
We are subject to interest rate risk
on our floating interest rate borrowings. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates.
All of the long-term debt outstanding under our 2012 Credit Facility is structured on floating interest rate terms. During the quarter ended March 31,
2015, our interest rate hedging arrangement expired under its terms, and we have not entered into any new hedging arrangements. A one percentage point increase in the interest rates on our long-term debt outstanding under our 2012 Credit Facility as
of December 31, 2015 would cause a $0.1 million pre-tax annual increase in interest expense.
Item 4. Controls and Procedures
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2015 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
In accordance with Exchange Act Rule 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of
management, including our President and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as of December 31, 2015 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings, see Note 12, Commitments and Contingencies Legal Matters in the Notes to our
Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under Item 1A, Risk Factors in our Annual Report on Form 10-K for the
fiscal year ended September 30, 2015.
27
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds
The following table presents information with respect to purchases of common stock of the Company made during the three months ended
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Total Number of Shares Purchased (1) |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Plan (2) |
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plan |
|
October 1, 2015October 31, 2015 |
|
|
2,988 |
|
|
$ |
7.39 |
|
|
|
1,531 |
|
|
|
516,313 |
|
November 1, 2015November 30, 2015 |
|
|
6,161 |
|
|
$ |
7.23 |
|
|
|
6,161 |
|
|
|
510,152 |
|
December 1, 2015December 31, 2015 |
|
|
683 |
|
|
$ |
7.60 |
|
|
|
|
|
|
|
1,010,152 |
|
Total |
|
|
9,832 |
|
|
$ |
7.30 |
|
|
|
7,692 |
|
|
|
1,010,152 |
|
(1) |
The total number of shares purchased includes (i) shares purchased pursuant to the plan described in footnote (2) below, and (ii) shares surrendered to the Company to satisfy tax withholding obligations
in connection with the vesting of restricted stock issued to employees. |
(2) |
In February, 2015 our Board of Directors authorized a stock repurchase program for the purchase up to 1 million shares of the Companys common stock. In 2015, our Board of Directors authorized the repurchase
of up to an additional 500,000 shares under the program. |
Item 3. Defaults Upon
Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
On October 2, 2015, the Company awarded certain officers, including each of its named executive officers, and key employees 400,000 performance-based
phantom stock units (Phantom Units) pursuant to the terms and conditions of the Integrated Electrical Services, Inc. Amended and Restated 2006 Equity Incentive Plan. The Company awarded the following Phantom Units to its named executive
officers: 140,000 Phantom Units to Robert W. Lewey, the Companys President, 70,000 Phantom Units to Tracy A. McLauchlin, the Companys Senior Vice President, Chief Financial Officer and Treasurer, and 60,000 Phantom Units to Gail D.
Makode, the Companys Senior Vice President, General Counsel and Secretary. Each Phantom Unit represents a contractual right in respect of one share of the Companys common stock. The Phantom Units will generally become vested, if at all,
upon the achievement of certain specified performance objectives and the continued performance of services through mid-December 2018. The awards are described further in the Companys Current Report on Form 8-K filed on October 2, 2015,
and in the Form of Performance-Base Phantom Stock Unit Award Agreement (the Award Agreement) filed herewith as Exhibit 10.1, and any description of the awards remains subject in its entirety to the terms of the Award Agreement.
Item 6. Exhibits and Financial Statement Schedules
(a) |
Financial Statements and Supplementary Data, Financial Statement Schedules and Exhibits |
See |
Index to Financial Statements under Item 8, Financial Statements and Supplementary Data of this Form 10-Q. |
28
|
|
|
Exhibit No. |
|
Description |
|
|
3.1 |
|
Second Amended and Restated Certificate of Incorporation of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Companys registration statement on Form S-8 filed on May 12, 2006) |
|
|
3.2 |
|
Certificate of Designations of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Companys Current Report on From 8-K filed on January 28, 2013) |
|
|
3.3 |
|
Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit 4.2 to the Companys registration statement on Form S-8 filed on May 12, 2006) |
|
|
(1)10.1 |
|
Form of Performance-Base Phantom Stock Unit Award Agreement under the 2006 Equity Incentive Plan |
|
|
(1)31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification of Robert W. Lewey, President |
|
|
(1)31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification of Tracy A. McLauchlin, Senior Vice President, Chief Financial Officer and Treasurer |
|
|
(1)32.1 |
|
Section 1350 Certification of Robert W. Lewey, President |
|
|
(1)32.2 |
|
Section 1350 Certification of Tracy A. McLauchlin, Senior Vice President, Chief Financial Officer and Treasurer |
|
|
(1)101.INS |
|
XBRL Instance Document |
|
|
(1)101.SCH |
|
XBRL Schema Document |
|
|
(1)101.LAB |
|
XBRL Label Linkbase Document |
|
|
(1)101.PRE |
|
XBRL Presentation Linkbase Document |
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(1)101.DEF |
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XBRL Definition Linkbase Document |
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(1)101.CAL |
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XBRL Calculation Linkbase Document |
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(1) |
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Filed herewith. |
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on February 8, 2016.
INTEGRATED ELECTRICAL SERVICES, INC.
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By: |
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/s/ TRACY A. MCLAUCHLIN |
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Tracy A. McLauchlin |
Senior Vice President, Chief Financial Officer and Treasurer |
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[THIS PAGE INTENTIONALLY LEFT BLANK]
Exhibit 10.1
INTEGRATED ELECTRICAL SERVICES, INC.
2006 EQUITY INCENTIVE PLAN
FORM OF PERFORMANCE-BASED PHANTOM STOCK UNIT AWARD AGREEMENT
THIS PERFORMANCE-BASED PHANTOM STOCK UNIT AWARD AGREEMENT (Agreement) is made and entered into as of
[ ] (Grant Date) by and between Integrated Electrical Services, Inc., a Delaware corporation
(Company), and [ ] (Participant) pursuant to the terms and conditions of the Integrated Electrical
Services, Inc. Amended and Restated 2006 Equity Incentive Plan, (Plan) in respect of Phantom Stock Units.
Section 1. Phantom Stock Unit Award. This Agreement governs an Award of Phantom Stock Units pursuant to the Plan. Each
Phantom Stock Unit represents a contractual right in respect of one share of Stock, subject to the satisfaction in full of the performance conditions specified herein and the other terms and conditions set forth in this Agreement. All capitalized
terms not defined herein without separate definition shall have the meaning set forth in the Plan.
Section 2. Vesting
Requirements. Except as otherwise provided below, the vesting of all (or, to the extent specified, any portion) of this Award shall be subject to the satisfaction of the performance conditions set forth in each of subsections A and B below,
as applicable, and, in each case, to the service condition set forth in subsection C of this Section 2. The performance targets applicable to this Award are established to incent the Participant and other key executives or officers of
the Company to cause the Company to achieve superior growth, over the applicable performance periods, in the Companys net income and the market value of the Stock:
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A. |
Net Income Before Taxes (NIBT) Target. |
The vesting of
seventy-five percent (75%) of the Phantom Stock Units subject to this Award (the NIBT Award Amount) (or
[ ] of the total
[ ] Phantom Stock Units granted hereunder) shall be conditioned upon the satisfaction of a performance vesting requirement
relating to the Companys net income over a three-year period: the amount by which the NIBT Award Amount vests shall be based on the Company achieving certain levels of cumulative net income before taxes for the three-year period ending
September 30, 2018, as reported in the Companys annual financial statements for each of fiscal years 2016, 2017 and 2018, adjusted to exclude the impact of the accounting charge for any performance-based phantom stock units granted
in Fiscal Year 2016 and the effect of any Extraordinary Items (the Cumulative NIBT). For purposes of the calculation of Cumulative NIBT, Extraordinary Items means any item of income or expense that, taking into account the
environment in which the Company operates, (i) possess a high degree of abnormality and are of a type unrelated (or only incidentally related) to the Companys ordinary and typical activities and (ii) are not reasonably expected to
recur in the foreseeable future.
The table set forth in Section I of Annex I sets forth the percentage, if any, of the NIBT Award Amount
that shall be deemed vested based on achievement of certain Cumulative NIBT levels, and as such the percentage as to which the Participant shall be deemed to have satisfied the applicable performance conditions at those Cumulative NIBT levels.
Any such vesting of the NIBT Award Amount shall remain subject to the satisfaction of the Service Condition described in Section 2.C.
The vesting of the remaining twenty-five
(25%) percent of the Phantom Stock Units subject to this Award (the Stock Price Hurdle Award Amount) (or
[ ] of the total
[ ] Phantom Stock Units granted hereunder) shall be conditioned upon the extent to which the Company achieves certain Stock Price
Hurdles (as defined below) during the period between October 2, 2015 and December 15, 2018 (the Measurement Period).
The performance conditions applicable with respect to the Stock Price Hurdle Amount shall be satisfied, at least in part, if the average
closing prices of the Stock during any period of 20 consecutive trading days (the Average Stock Price) ending during the Measurement Period, at least equals the lowest Stock price set forth in the table in Section II of Annex
I (as the same may hereafter be adjusted pursuant to Section 5). Such conditions will be satisfied in full if, during the Measurement Period, the Average Stock Price at least equals the highest Stock price specified in such table. Subject
to the satisfaction of the Service Condition described in Section 2.C below, the percentage of the Stock Price Hurdle Amount that shall be payable will be based upon the highest Average Stock Price achieved in the Measurement Period, regardless
of the closing prices of the Stock at the end of the Measurement Period.
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C. |
Service Vesting Requirement. Except as otherwise expressly specified below, in addition to whichever of the performance vesting requirements of subsection A or B of this Section 2 is
applicable to a stated portion of the Phantom Stock Units subject to this Award, the right of the Participant to receive payment of any portion of this Award shall become vested only if the Participant remains continuously employed by Company or any
majority-owned subsidiary thereof from the date hereof until the earlier to occur of (i) December 19, 2018 and (ii) the date that the Company files its Annual Report on Form 10-K for its fiscal year ended September 30, 2018 (such
later date, the Scheduled Vesting Date). Notwithstanding the foregoing, if the Participants employment shall terminate prior to the Scheduled Vesting Date due to the Participants death or Disability, the Participant
shall be deemed to have become vested in a pro-rated portion of the Phantom Stock Units awarded hereunder, without regard to the achievement of the applicable performance conditions under Section 2.A or 2.B, determined by multiplying such Units
by a fraction, the numerator of which is the Participants service from October 2, 2015 through and including the date of termination, and the denominator of which is the period of service that would have been completed from
October 2, 2015 to December 15, 2018. Except as otherwise provided above, if the Participant does not remain continuously employed by Company or any majority-owned subsidiary thereof from the date hereof until the Scheduled Vesting Date,
all of the Phantom Stock Units subject to this Award shall be immediately forfeited and the Participants rights with respect thereto shall cease. |
Section 3. Effect of a Change in Control. Notwithstanding the provisions of Section 2 hereof, this Section 3 shall apply to
determine the vesting of the Phantom Stock Units in the event of the occurrence of a Change in Control prior to the Scheduled Vesting Date. If, immediately following the occurrence of the Change in Control, the value of the Phantom Stock Units is
determined by reference to a class of stock that is publicly traded on an established U.S. securities market (a Publicly Traded Stock), including by reason of an adjustment pursuant to Section 5 or the assumption of this
Award by the corporation surviving any merger or other corporate transaction or the publicly traded parent corporation thereof (the
Successor Corporation), the performance conditions with respect to the NIBT Award Amount and the Stock Price Hurdle Amount shall be waived, and the Participants rights
with respect to such portions of the Award shall become vested subject only to satisfaction of the service conditions specified in Section 2.C. hereof. In such circumstance, in addition to provisions specified in Section 2.C, the service
conditions will be deemed satisfied in full upon any termination of the Participants employment (i) by the Company other than for Cause or (ii) by the Participant for Good Reason, in either case occurring on or after the
Change in Control. If the value of the Phantom Stock Units is not determined by reference to a Publicly Traded Stock immediately following the occurrence of the Change in Control, whether because the Successor Corporation does not have Publicly
Traded Stock or determines not to assume this Award, the Phantom Stock Units subject to this Award shall vest in full upon the occurrence of such Change in Control. Any Phantom Stock Units that become vested pursuant to this Section 3 shall be
payable in accordance with Section 4 hereof.
For purposes of this Section 3 of this Agreement,
Cause means (i) the Participants gross negligence in the performance or intentional nonperformance of any of the
Participants material duties and responsibilities to the Company or any of its affiliates; (ii) the Participants dishonesty, theft, embezzlement or fraud with respect to the business, property, reputation or affairs of the Company
or any of its affiliates, (iii) the Participants conviction of, or a plea of other than not guilty to, a felony or a misdemeanor involving moral turpitude; (iv) the Participants confirmed drug or alcohol abuse that materially
affects the Participants service or violates the Companys drug or alcohol abuse policy; (v) the Participants violation of a material Company personnel or similar policy, such policy having been made available to the
Participant; or (vi) the Participants having committed any material violation of any federal or state law regulating securities (without having relied on the advice of the Companys attorney) or having been the subject of any final
order, judicial or administrative, obtained or issued by the Securities and Exchange Commission, for any securities violation involving fraud, including, without limitation, any such order consented to by the Participant in which findings of facts
or any legal conclusions establishing liability are neither admitted nor denied.
Good Reason shall mean the
Participants termination of employment due to, and within thirty (30) days following, the occurrence of any of the following without the Participants written consent: (i) a material reduction in the Participants duties
and responsibilities; (ii) a material reduction in the Participants annual rate of base cash compensation; or (iii) a change in the location of the Participants principal place of employment to a location more than 50 miles
from that in effect immediately prior to the Change in Control. Notwithstanding the foregoing, to effect a termination for Good Reason, the Participant must provide the Company with written notice of the events alleged to constitute Good Reason
hereunder and may not terminate employment for Good Reason if the Company shall cure such conduct within 30 days of receiving such written notice from the Participant.
Section 4. Payment of Award. Payment in respect of Phantom Stock Units shall be made within 30 days following the earliest date as of which
such Phantom Stock Units shall have become vested in accordance with the provisions of Section 2 or Section 3, as applicable. Unless the Committee shall direct that the Company settle any Phantom Stock Units that become vested following
the occurrence of a Change in Control in cash, the Phantom Stock Units shall be settled in shares of Stock (or any other equity to which the Phantom Stock Units relate by reason of an adjustment pursuant to Section 5 or an assumption of this
Award by a Successor Corporation). If the Committee determines to settle such Phantom Stock Units in cash, the amount of cash payable shall be based upon the Fair Market Value of a share of Stock (or any other equity to which the Phantom Stock Units
relate by reason of an adjustment pursuant to Section 5) at the time such Phantom Stock Units vest. Any payment made in settlement of Phantom Stock Units shall be subject to any and all applicable tax withholding requirements the
Company, which may be effected from any shares issuable in respect thereof by withholding therefrom the greatest number of whole shares having a Fair Market Value not in excess of the lesser of
(i) the taxes payable in respect of the amount payable under this Section 4 and (ii) the maximum amount that may be withheld from such payment without the Company having to apply liability accounting for financial accounting purposes.
Section 5. Adjustments for Corporate Transactions. In the event that there shall occur any Recapitalization (i) the number
of (and, if applicable, securities related to) the Phantom Stock Units and (ii) the Stock Price Hurdles shall be adjusted by the Committee in such manner as the Committee determines is necessary or appropriate to prevent any enhancement
or diminution of the Participants rights and opportunities hereunder. To the extent that the Phantom Stock Units awarded herein shall be deemed to relate to a different number of shares of Stock or different securities as a result of any such
adjustment, such additional number of shares or other securities shall be subject to the restrictions of the Plan and this Agreement and the vesting conditions specified herein.
Section 6. Golden Parachute Excise Tax. Notwithstanding anything in this Agreement to the contrary, if the Participant is a
disqualified individual (as defined in section 280G(c) of the Code), and the payments and benefits to be provided to the Participant under this Agreement, together with any other payments and benefits to which the Participant has the
right to receive from the Company or any other person, would constitute a parachute payment (as defined in section 280G(b)(2) of the Code) (collectively, Participants Parachute Payment), then the
Participants Parachute Payments (a) shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by the Participant will be $1.00 less than three times the Participants base
amount (as defined in section 280G(b)(3) of the Code), so that no portion of the amounts to be received will be subject to the excise tax imposed by section 4999 of the Code or (b) shall be paid in full, whichever of (a) and
(b) produces the better net after-tax benefit to the Participant (taking into account all applicable taxes, including any excise tax imposed under section 4999 of the Code). To the extent that the Participant is party to any
arrangement with the Company that provides for the payment of cash severance benefits, the benefits payable thereunder shall be reduced (but not below zero) in accordance with the provisions of such arrangement prior to any reduction in the benefits
payable hereunder. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith.
Section 7. Restrictions on Transfer. Neither this Award nor any Phantom Stock Units covered hereby may be sold, assigned, transferred,
encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the Phantom Stock Units as provided herein.
Section 8. No Shareholder Rights. The Phantom Stock Units granted pursuant to this Award, whether or not vested, will not confer upon the
Participant any rights as a shareholder, including, without limitation, the right to receive or to be credited with any dividends or dividend equivalents or to vote any shares of Stock, unless and until the Award is paid in shares of Stock in
accordance with the terms hereof. Nothing in this Section 8 shall be construed to override the right of a Participant to have the number of Phantom Stock Units adjusted in accordance with the provisions of Section 5 hereof.
Section 9. Award Subject to Plan. This Phantom Stock Unit Award is subject to the terms of the Plan, the terms and provisions of which are
hereby incorporated by reference. Unless otherwise expressly provided herein, noting in this Agreement shall be construed to limit any authority afforded to the Committee pursuant to the terms of the Plan. In the event of a conflict or ambiguity
between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail.
Section 10. No Right of
Employment. Nothing in this Award Agreement shall confer upon the Participant any right to continue as an employee of Company or any of its subsidiaries, nor interfere in any way with the right of Company or any such subsidiary to terminate
the Participants employment at any time or to change the terms and conditions of such employment.
Section 11. Data Privacy. The Participant expressly authorizes and consents to the collection,
possession, use, retention and transfer of personal data of the Participant, whether in electronic or other form, by and among Company, its Affiliates, third-party administrator(s) and other possible recipients, in each case for the exclusive
purpose of implementing, administering, facilitating and/or managing the Participants Awards under, and participation in, the Plan. Such personal data may include, without limitation, the Participants name, home address and telephone
number, date of birth, Social Security Number, social insurance number or other identification number, salary, nationality, job title and other job-related information, tax information, the number of Company shares held or sold by the Participant,
and the details of all Awards (including any information contained in this Award and all Award-related materials) granted to the Participant, whether exercised, unexercised, vested, unvested, cancelled or outstanding.
Section 12. Entire Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the
subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
Section 13. Successors and
Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participants, the Participants assigns and the legal representatives, heirs and
legatees of the Participants estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be join herein and be bound by the terms hereof.
Section 14 Governing Law. This Award Agreement shall be construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to the choice of law principles thereof.
* * * *
By signing below, the Participant accepts this Award, and acknowledges and agrees that this Award is granted under and governed by the terms and conditions of
the Plan and this Agreement.
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PARTICIPANT: |
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INTEGRATED ELECTRICAL SERVICES, INC. |
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By: |
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Title: |
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Annex I
I. |
Determination of Percentage of NIBT Award Amount Vested |
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Cumulative NIBT |
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Percentage of NIBT Award Amount Vested |
Less than $70,000,000 |
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0% |
$70,000,000 |
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331/3% |
$73,000,000 |
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662/3% |
$76,000,000 |
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100% |
For achievement of Cumulative NIBT between any of the stated performance thresholds, the percentage of the NIBT Award Amount
that shall become vested shall be determined by mathematical interpolation between such thresholds (e.g., at Cumulative NIBT of $71,500,000, 50% of the NIBT Award Amount will be vested).
To illustrate the operation of the above table, if the total number of Phantom Stock Units subject to the Award is 6,000 Phantom Stock Units, the NIBT Award
Amount would be equal to 4,500 Phantom Stock Units. If Cumulative NIBT was exactly $70,000,000, the Participant would vest in 1,500 Phantom Stock Units (4,500 X 331/3%), which would mean that the
recipient would receive 1,500 shares of Stock (assuming that the applicable service condition is also satisfied) and 3,000 Phantom Stock Units constituting part of the NIBT Award Amount would not become vested or payable.
II. |
Determination of Percentage of Stock Price Hurdle Amount Vested |
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Highest Average Stock Price During the
Measurement Period |
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Percentage of Stock Price Hurdle Amount Vested |
Less than $14.00 |
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0% |
$14.00 |
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331/3% |
$16.00 |
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662/3% |
$18.00 |
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100% |
If the Average Stock Price exceeds either the $14.00 or $16.00 Stock price hurdle stated in the table, but not the next
highest stated hurdle, during the Measurement Period, the percentage of the Stock Price Hurdle Amount that shall become vested shall be determined by mathematical interpolation between the highest stated hurdle achieved and the next highest stated
hurdle in the table (e.g., if the highest Average Stock Price equals $15.00 during the Measurement Period, the performance condition will be deemed satisfied as to 50% of the Stock Price Hurdle Amount; if the highest Average Stock Price equals
$17.00 during the Measurement Period, the performance condition will be deemed satisfied as to 75% of the Stock Price Hurdle Amount).
To illustrate the
operation of the above table, if the total number of Phantom Stock Units subject to the Award is 6,000 Phantom Stock Units, the Stock Hurdle Award Amount would be equal to 1,500 Phantom Stock Units. If the $14.00 Stock Price Hurdle is achieved, upon
and subject to satisfaction of the applicable service vesting condition, the recipient would vest in 500 Phantom Stock Units (1,500 X 331/3%), which would mean
that the recipient would receive 500 shares of Stock. If the highest Average Stock Price achieved during the Measurement Period is $15.00, upon and subject to satisfaction of the applicable
service vesting condition, the recipient would vest in 750 Phantom Stock Units (1,500 X 50%), which would mean that the recipient would receive 750 shares of Stock . If the highest Average Stock Price achieved during the Measurement Period is
$16.00, upon and subject to satisfaction of the applicable service vesting condition, the recipient would vest in an aggregate of 1,000 Phantom Stock Units (1,500 X 662/3%), which would mean that
the Participant would receive an aggregate of 1,000 shares of Stock.
Exhibit 31.1
CERTIFICATION
I, Robert W. Lewey,
certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Integrated Electrical Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the
Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over
financial reporting; and
5. The Registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants
internal control over financial reporting.
Date: February 8, 2016
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/s/ ROBERT W. LEWEY |
Robert W. Lewey |
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President
as Principal Executive Officer |
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Exhibit 31.2
CERTIFICATION
I, Tracy A. McLauchlin,
certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Integrated Electrical Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the
Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over
financial reporting; and
5. The Registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants
internal control over financial reporting.
Date: February 8, 2016
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/s/ TRACY A. MCLAUCHLIN |
Tracy A. McLauchlin |
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Senior Vice President, Chief Financial Officer and Treasurer as Principal Financial Officer |
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Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of Integrated Electrical Services, Inc. (the Company) on Form 10-Q for the period ending
December 31, 2015 (the Report), I, Robert W. Lewey, President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: February 8, 2016 |
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By: |
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/S/ ROBERT W. LEWEY |
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Robert W. Lewey |
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President
as Principal Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of Integrated Electrical Services, Inc. (the Company) on Form 10-Q for the period ending
December 31, 2015 (the Report), I, Tracy A. McLauchlin, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906
of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: February 8, 2016 |
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By: |
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/s/ TRACY A. MCLAUCHLIN |
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Tracy A. McLauchlin |
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Senior Vice President, Chief Financial Officer and Treasurer
as Principal Financial Officer |
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v3.3.1.900
Consolidated Balance Sheets - USD ($) $ in Thousands |
Dec. 31, 2015 |
Sep. 30, 2015 |
CURRENT ASSETS: |
|
|
Cash and cash equivalents |
$ 46,313
|
$ 49,360
|
Accounts receivable: |
|
|
Trade, net of allowance of $944 and $842, respectively |
87,510
|
92,976
|
Retainage |
16,745
|
17,453
|
Inventories |
13,370
|
13,977
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
8,093
|
12,318
|
Prepaid expenses and other current assets |
6,481
|
2,956
|
Total current assets |
178,512
|
189,040
|
PROPERTY AND EQUIPMENT, net |
12,695
|
11,683
|
GOODWILL |
19,407
|
17,249
|
INTANGIBLE ASSETS, net of amortization |
7,928
|
4,723
|
OTHER NON-CURRENT ASSETS, net |
4,536
|
4,015
|
Total assets |
223,078
|
226,710
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
Current maturities of long-term debt |
0
|
4
|
Accounts payable and accrued expenses |
74,482
|
82,910
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
24,068
|
25,165
|
Total current liabilities |
98,550
|
108,079
|
LONG-TERM DEBT, net of current maturities |
10,241
|
10,234
|
OTHER NON-CURRENT LIABILITIES |
6,930
|
6,983
|
Total liabilities |
115,721
|
125,296
|
STOCKHOLDERS' EQUITY: |
|
|
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued |
0
|
0
|
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 and 22,049,529 shares issued and 21,461,242 and 21,475,741 outstanding, respectively |
220
|
220
|
Treasury stock, at cost, 588,287 and 573,788 shares, respectively |
(4,523)
|
(4,401)
|
Additional paid-in capital |
193,894
|
193,628
|
Accumulated other comprehensive income |
0
|
0
|
Retained deficit |
(82,234)
|
(88,033)
|
Total stockholders' equity |
107,357
|
101,414
|
Total liabilities and stockholders' equity |
$ 223,078
|
$ 226,710
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Sep. 30, 2015 |
Consolidated Balance Sheets [Abstract] |
|
|
Trade, allowance |
$ 944
|
$ 842
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, par value |
$ 0.01
|
$ 0.01
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, shares issued |
22,049,529
|
22,049,529
|
Common stock, shares outstanding |
21,461,242
|
21,475,741
|
Treasury stock, shares |
588,287
|
573,788
|
X |
- DefinitionFor an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible.
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v3.3.1.900
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands |
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Statement of Comprehensive Income [Abstract] |
|
|
Revenues |
$ 150,766
|
$ 136,336
|
Cost of services |
123,133
|
113,632
|
Gross profit |
27,633
|
22,704
|
Selling, general and administrative expenses |
22,511
|
18,700
|
Loss on sale of assets |
1
|
6
|
Income from operations |
5,121
|
3,998
|
Interest and other (income) expense: |
|
|
Interest expense |
293
|
288
|
Other (income) expense, net |
(29)
|
(28)
|
Income from operations before income taxes |
4,857
|
3,738
|
Provision (benefit) for income taxes |
(942)
|
265
|
Net income from continuing operations |
5,799
|
3,473
|
Net loss from discontinued operations |
0
|
(181)
|
Net income |
5,799
|
3,292
|
Unrealized loss on interest hedge, net of tax |
0
|
2
|
Comprehensive income |
$ 5,799
|
$ 3,294
|
Basic earnings (loss) per share: |
|
|
From continuing operations |
$ 0.27
|
$ 0.16
|
From discontinued operations |
0
|
(0.01)
|
Basic |
0.27
|
0.15
|
Diluted earnings (loss) per share: |
|
|
From continuing operations |
0.27
|
0.16
|
From discontinued operations |
0
|
(0.01)
|
Diluted |
$ 0.27
|
$ 0.15
|
Shares used in the computation of earnings (loss) per share |
|
|
Basic |
21,269,543
|
21,734,591
|
Diluted |
21,347,494
|
21,779,728
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.3.1.900
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net income |
$ 5,799
|
$ 3,292
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
Bad debt expense |
114
|
40
|
Deferred financing cost amortization |
90
|
75
|
Depreciation and amortization |
816
|
579
|
Loss on Sales of Assets |
1
|
6
|
Non-cash compensation expense |
215
|
111
|
Changes in operating assets and liabilities |
|
|
Accounts receivable |
7,849
|
3,241
|
Inventories |
2,149
|
3,230
|
Costs and estimated earnings in excess of billings |
4,226
|
(1,170)
|
Prepaid expenses and other current assets |
(2,658)
|
(3,406)
|
Other non-current assets |
(60)
|
(50)
|
Accounts payable and accrued expenses |
(11,232)
|
(3,695)
|
Billings in excess of costs and estimated earnings |
(1,097)
|
(2,171)
|
Other non-current liabilities |
(1,304)
|
54
|
Net cash provided by operating activities |
4,908
|
136
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchases of property and equipment |
(352)
|
(699)
|
Consideration for acquisition, net of cash acquired |
(7,538)
|
0
|
Net cash used in investing activities |
(7,890)
|
(699)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Borrowings of debt |
7
|
0
|
Purchase of treasury stock |
(72)
|
(102)
|
Net cash used in financing activities |
(65)
|
(102)
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(3,047)
|
(665)
|
CASH AND CASH EQUIVALENTS, beginning of period |
49,360
|
47,342
|
CASH AND CASH EQUIVALENTS, end of period |
46,313
|
46,677
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
Cash paid for interest |
201
|
194
|
Cash paid for income taxes |
$ 263
|
$ 291
|
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v3.3.1.900
Business
|
3 Months Ended |
Dec. 31, 2015 |
Business [Abstract] |
|
Description of the Business |
1. BUSINESS AND ACCOUNTING POLICIES Description of the Business Integrated Electrical Services, Inc. is a holding company that owns and manages operating subsidiaries in business activities across a variety of markets. Our operations are currently organized into four principal business segments, based upon the nature of our current products and services: - Communications – Nationwide provider of technology infrastructure products and services to large corporations and independent businesses.
- Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes.
- Commercial & Industrial – Provider of electrical design, construction, and maintenance services to the commercial and industrial markets in various regional markets and nationwide in certain areas of expertise, such as the power infrastructure market.
- Infrastructure Solutions - Provider of electrical and mechanical solutions to domestic and international customers.
The words “IES”, the “Company”, “we”, “our”, and “us” refer to Integrated Electrical Services, Inc. and, except as otherwise specified herein, to our wholly-owned subsidiaries. Seasonality and Quarterly Fluctuations Results of operations from our Residential construction segment are seasonal, depending on weather trends, with typically higher revenues generated during spring and summer and lower revenues during fall and winter, with an impact from precipitation in the warmer months. The Communications, Commercial & Industrial, and Infrastructure Solutions segments of our business are less subject to seasonal trends, as work in these segments generally is performed inside structures protected from the weather, although weather can still impact these businesses, especially in the early stages of projects. Our service and maintenance business is generally not affected by seasonality. Our volume of business may be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. In particular, a prolonged period of low oil prices and subsequent slowdown in the economy could have a negative impact on demand for housing in regions such as Texas, which is a key market for us. Quarterly results may also be materially affected by the timing of new construction projects. Results for our Infrastructure Solutions segment may be affected by the timing of outages at our customers’ facilities and by a highly cyclical rail industry. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period. Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements include the accounts of IES and its wholly-owned subsidiaries, and have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in the context of the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition of construction in progress, fair value assumptions in analyzing goodwill, investments, intangible assets and long-lived asset impairments and adjustments, allowance for doubtful accounts receivable, stock-based compensation, reserves for legal matters, assumptions regarding estimated costs to exit certain segments, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The standard also requires expanded disclosures surrounding revenue recognition. The effective date will be the first quarter of our fiscal year ended September 30, 2019. The standard allows for either full retrospective or modified retrospective adoption. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements. We have not yet selected a transition method or determined the effect ASU 2014-09 will have on our ongoing financial reporting. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation Of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as other assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. In August 2015, the FASB issued an update (ASU 2015-15) to address revolving lines of credit which may not have outstanding balances. This update allows an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The standard is effective for fiscal years beginning after December 15, 2015 on a retrospective basis. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The update is effective for fiscal years beginning after December 15, 2015 on a retrospective basis. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which clarifies that in a classified statement of financial position, an entity shall classify deferred tax liabilities and assets as noncurrent amounts. The new guidance supersedes ASC 740-10-45-5 which required the valuation allowance for a particular tax jurisdiction be allocated between current and noncurrent deferred tax assets for that tax jurisdiction on a pro rata basis. The new standard will become effective for our fiscal year beginning October 1, 2017. The company has adopted this presentation for the period ended December 31, 2015, and prior periods have not been retrospectively adjusted. At December 31, 2015, the implementation of this guidance resulted in a decrease to prepaid expenses and other current assets and corresponding increase to other non-current assets of $55.
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- DefinitionThe entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.
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v3.3.1.900
Controlling Shareholder
|
3 Months Ended |
Dec. 31, 2015 |
Controlling Shareholder [Abstract] |
|
Controlling Shareholder |
2. CONTROLLING SHAREHOLDER Tontine Capital Partners, L.P. together with its affiliates (collectively “Tontine”) was the Company’s controlling shareholder, and owned approximately 62.3% of the Company’s outstanding common stock at December 31, 2015, according to a Schedule 13D/A filed with the SEC by Tontine on December 24, 2015. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders. While Tontine is subject to restrictions under federal securities laws on sales of its shares as an affiliate, in 2013 Tontine delivered a request to the Company pursuant to a Registration Rights Agreement for registration of all of the shares of IES common stock held by Tontine at that time (the “Registered Shares”), and on February 21, 2013, the Company filed a shelf registration statement to register the Registered Shares. The shelf registration statement was declared effective by the SEC on June 18, 2013. As long as the shelf registration statement remains effective, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings, as described in the shelf registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement. Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership of IES could occur. A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of net operating losses (“NOLs”) for federal and state income tax purposes. On January 28, 2013, the Company implemented a tax benefit protection plan (the “NOL Rights Plan”) that is designed to deter an acquisition of the Company's stock in excess of a threshold amount that could trigger a change of ownership within the meaning of Internal Revenue Code Section 382. There can be no assurance that the NOL Rights Plan will be effective in deterring a change of ownership or protecting the NOLs. Furthermore, a change in ownership would trigger the change of control provisions in a number of our material agreements, including our credit facility, bonding agreements with our sureties and our severance arrangements. A member of the Company’s Board of Directors since February, 2012, David B. Gendell has served as the Company’s non-executive Chairman of the Board since January, 2015. Mr. Gendell, who is the brother of Jeffrey Gendell, the founder and managing member of Tontine, is also an employee of Tontine.
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v3.3.1.900
Debt
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3 Months Ended |
Dec. 31, 2015 |
Debt [Abstract] |
|
Debt |
3. DEBT At December 31, 2015 and September 30, 2015, our long-term debt of $10,241 and $10,234, respectively, relates to amounts drawn on our revolving credit facility, which matures on August 9, 2018. Our interest rate on these borrowings was 2.63% at December 31, 2015 and 2.38% at September 30, 2015. At December 31, 2015, we also had $6,918 in outstanding letters of credit, and total availability of $19,063 under this facility without violating our financial covenant. There have been no changes to the financial covenants disclosed in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2015, and the Company was in compliance with all covenants at December 31, 2015. At December 31, 2015, the carrying value of amounts outstanding on our revolving loan approximated fair value, as debt incurs interest at a variable rate. The fair value of the debt is classified as a level 2 measurement.
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
Per Share Information
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3 Months Ended |
Dec. 31, 2015 |
Per Share Information [Abstract] |
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Per Share Information |
4. PER SHARE INFORMATION The following table reconciles the components of the basic and diluted earnings (loss) per share for the three months ended December 31, 2015 and 2014: | | Three Months Ended December 31, | | | 2015 | | 2014 | Numerator: | | | | | | | Net earnings from continuing operations attributable to common shareholders | | $ | 5,745 | | $ | 3,471 | Net earnings from continuing operations attributable to restricted shareholders | | | 54 | | | 2 | Net earnings from continuing operations | | | 5,799 | | | 3,473 | Net loss from discontinued operations attributable to common shareholders | | | - | | | (181) | Net loss from discontinued operations | | | - | | | (181) | Net earnings attributable to common shareholders | | | 5,745 | | | 3,290 | Net earnings attributable to restricted shareholders | | | 54 | | | 2 | Net earnings | | $ | 5,799 | | $ | 3,292 | | | | | | | | Denominator: | | | | | | | Weighted average common shares outstanding — basic | | | 21,269,543 | | | 21,734,591 | Effect of dilutive stock options and non-vested restricted stock | | | 77,951 | | | 45,137 | Weighted average common and common equivalent shares outstanding — diluted | | | 21,347,494 | | | 21,779,728 | | | | | | | | Basic earnings (loss) per share: | | | | | | | From continuing operations | | $ | 0.27 | | $ | 0.16 | From discontinued operations | | | - | | | (0.01) | Basic earnings per share | | $ | 0.27 | | $ | 0.15 | Diluted earnings (loss) per share: | | | | | | | From continuing operations | | $ | 0.27 | | $ | 0.16 | From discontinued operations | | | - | | | (0.01) | Diluted earnings per share | | $ | 0.27 | | $ | 0.15 |
For the three months ended December 31, 2015 and 2014, the average price of our common shares exceeded the exercise price of all of our outstanding options; therefore, all of our outstanding stock options were included in the computation of fully diluted earnings per share.
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v3.3.1.900
Operating Segments
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3 Months Ended |
Dec. 31, 2015 |
Operating Segments [Abstract] |
|
Operating Segments |
5. OPERATING SEGMENTS We manage and measure performance of our business in four distinct operating segments: Communications, Residential, Commercial & Industrial, and Infrastructure Solutions. Transactions between segments, if any, are eliminated in consolidation. Our corporate office provides general and administrative as well as support services to our four operating segments. Management allocates certain shared costs between segments for selling, general and administrative expenses and depreciation expense. Segment information for the three months ended December 31, 2015 and 2014 is as follows: | | Three Months Ended December 31, 2015 | | | | | | | | | | Commercial & | | Infrastructure | | | | | | | | | | Communications | | Residential | | Industrial | | Solutions | | Corporate | | Total | Revenues | | $ | 40,759 | | $ | 52,127 | | $ | 45,265 | | $ | 12,615 | | $ | - | | $ | 150,766 | Cost of services | | | 32,602 | | | 40,455 | | | 40,407 | | | 9,669 | | | - | | | 123,133 | Gross profit | | | 8,157 | | | 11,672 | | | 4,858 | | | 2,946 | | | - | | | 27,633 | Selling, general and administrative | | | 4,713 | | | 8,714 | | | 3,638 | | | 2,700 | | | 2,746 | | | 22,511 | Loss on sale of assets | | | - | | | - | | | - | | | 1 | | | - | | | 1 | Income (loss) from operations | | $ | 3,444 | | $ | 2,958 | | $ | 1,220 | | $ | 245 | | $ | (2,746) | | $ | 5,121 | Other data: | | | | | | | | | | | | | | | | | | | | Depreciation and amortization expense | | $ | 122 | | $ | 121 | | $ | 183 | | $ | 322 | | $ | 68 | | $ | 816 | | Capital expenditures | | $ | 85 | | $ | 42 | | $ | 148 | | $ | 77 | | $ | - | | $ | 352 | | Total assets | | $ | 38,896 | | $ | 37,326 | | $ | 45,630 | | $ | 34,747 | | $ | 66,479 | | $ | 223,078 | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2014 | | | | | | | | | | Commercial & | | Infrastructure | | | | | | | | | | Communications | | Residential | | Industrial | | Solutions | | Corporate | | Total | Revenues | | $ | 31,808 | | $ | 48,593 | | $ | 43,767 | | $ | 12,168 | | $ | - | | $ | 136,336 | Cost of services | | | 26,510 | | | 39,405 | | | 38,483 | | | 9,234 | | | - | | | 113,632 | Gross profit | | | 5,298 | | | 9,188 | | | 5,284 | | | 2,934 | | | - | | | 22,704 | Selling, general and administrative | | | 3,679 | | | 7,301 | | | 3,587 | | | 2,019 | | | 2,114 | | | 18,700 | Loss (gain) on sale of assets | | | 7 | | | - | | | (1) | | | - | | | - | | | 6 | Income (loss) from operations | | $ | 1,612 | | $ | 1,887 | | $ | 1,698 | | $ | 915 | | $ | (2,114) | | $ | 3,998 | Other data: | | | | | | | | | | | | | | | | | | | | Depreciation and amortization expense | | $ | 118 | | $ | 123 | | $ | 66 | | $ | 201 | | $ | 71 | | $ | 579 | | Capital expenditures | | $ | 192 | | $ | 69 | | $ | 8 | | $ | 291 | | $ | 139 | | $ | 699 | | Total assets | | $ | 25,053 | | $ | 40,317 | | $ | 43,895 | | $ | 27,606 | | $ | 61,670 | | $ | 198,541 | | | | | | | | | | | | | | | | | | | | |
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- DefinitionThe entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
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v3.3.1.900
Stockholders' Equity
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3 Months Ended |
Dec. 31, 2015 |
Stockholders' Equity [Abstract] |
|
Stockholders' Equity |
6. STOCKHOLDERS’ EQUITY Equity Incentive Plan The 2006 Equity Incentive Plan became effective on May 12, 2006 (as amended, the “2006 Equity Incentive Plan”). The 2006 Equity Incentive Plan provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 2.0 million shares of common stock were authorized for issuance under the 2006 Equity Incentive Plan, of which approximately 75,745 shares are available for issuance at December 31, 2015. The 2006 Equity Incentive Plan is due to expire in May 2016 unless prior to that time it is reauthorized pursuant to its terms and in accordance with applicable law, including shareholder and Board authorization as applicable. On December 9, 2015, the Company’s Board of Directors approved the Amended and Restated 2006 Equity Incentive Plan (the “Amended Plan”) which authorizes the issuance of an additional 1,000,000 shares under the plan. The Amended Plan will become immediately effective if approved by shareholders at the Company’s 2016 Annual Shareholders’ Meeting to be held on February 9, 2016. The terms of the Amended Plan are described further in the Company’s definitive Proxy Statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on December 28, 2015. Stock Repurchase Program On February 4, 2015, our Board of Directors authorized a stock repurchase program for the purchase from time to time of up to 1.0 million shares of the Company’s common stock, and on December 9, 2015, our Board of Directors authorized the repurchase of up to an additional 500,000 shares under the program. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice. During the year ended September 30, 2015, pursuant the program, the Company repurchased 482,156 shares of common stock at an average price of $7.22 per share for a total aggregate purchase price of $3.5 million. We repurchased 7,692 shares of our common stock during the three months ended December 31, 2015, in open market transactions at an average price of $7.23 per share. Treasury Stock During the three months ended December 31, 2015, we repurchased 2,140 shares of common stock from our employees to satisfy minimum tax withholding requirements upon the vesting of restricted stock issued under the 2006 Equity Incentive Plan and 7,500 shares of common stock were forfeited by former employees and returned to treasury stock. We issued 2,833 unrestricted shares out of treasury stock to members of our Board of Directors as part of their overall compensation. Restricted Stock During the three months ended December 31, 2015 and 2014, we recognized $132 and $13, respectively, in compensation expense related to our restricted stock awards. At December 31, 2015, the unamortized compensation cost related to outstanding unvested restricted stock was $1,153. Phantom Stock Units Phantom stock units (“PSUs”) are primarily granted to the non-employee members of the Board of Directors as part of their overall compensation. These PSUs are paid via unrestricted stock grants to each non-employee director upon their departure from the Board of Directors. We record compensation expense for the full value of the grant on the date of grant. For the three months ended December 31, 2015 and 2014, we recognized $34 and $36 in compensation expense related to these grants. Performance Based Phantom Stock Units Performance based phantom stock units (“PPSUs”) are a contractual right in respect of one share of the Company’s common stock. The PPSUs will generally become vested, if at all, upon the achievement of certain specified performance objectives and continued performance of services through mid-December 2018. During the three months ended December 31, 2015, the company granted an aggregate of 400,000 three-year performance-based PPSUs. The vesting of these awards is subject to the achievement of specified levels of cumulative net income before taxes or specified stock price levels. For the three months ended December 31, 2015, we recognized $22 in compensation expense related to these grants. Stock Options During the three months ended December 31, 2015 and 2014, we recognized compensation expense of $16 and $62, respectively, related to our stock option awards. At December 31, 2015, the unamortized compensation cost related to outstanding unvested stock options was $67.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
Securities and Equity Investments
|
3 Months Ended |
Dec. 31, 2015 |
Investments, Debt and Equity Securities [Abstract] |
|
Cost And Equity Method Investments |
7. SECURITIES AND EQUITY INVESTMENTS Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, investments, accounts payable, and a loan agreement. We believe that the carrying value of these financial instruments in the accompanying Consolidated Balance Sheets approximates their fair value due to their short-term nature. Additionally, we have a cost method investment in EnerTech Capital Partners II L.P. (“EnerTech”). We estimate the fair value of our investment in EnerTech (Level 3) using quoted market prices for underlying publicly traded securities, and estimated enterprise values are determined using cash flow projections and market multiples of the underlying non-public companies. Investment in EnerTech The following table presents the reconciliation of the carrying value and unrealized gains to the fair value of the investment in EnerTech as of December 31, 2015 and September 30, 2015: | | December 31, | | September 30, | | | 2015 | | 2015 | Carrying value | | $ | 919 | | $ | 919 | Unrealized gains | | | 67 | | | 66 | Fair value | | $ | 986 | | $ | 985 |
At each reporting date, the Company performs evaluations of impairment for this investment to determine if any unrealized losses are other-than-temporary. There was no impairment for the three months ended December 31, 2015 or 2014. EnerTech’s general partner, with the consent of the fund’s investors, has extended the fund through December 31, 2016. The fund will terminate on this date unless extended by the fund’s valuation committee. The fund may be extended for another one-year period through December 31, 2017 with the consent of the fund’s valuation committee.
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v3.3.1.900
Employee Benefit Plans
|
3 Months Ended |
Dec. 31, 2015 |
Employee Benefit Plans [Abstract] |
|
401(k) and Retirement Plans |
8. EMPLOYEE BENEFIT PLANS 401(k) Plan The Company offers employees the opportunity to participate in its 401(k) savings plans. During the three months ended December 31, 2015 and 2014, we recognized $79 and $78, respectively, in matching expense. Post Retirement Benefit Plans Certain individuals at one of the Company’s locations are entitled to receive fixed annual payments pursuant to post retirement benefit plans. We had an unfunded benefit liability of $871 recorded as of December 31, 2015 and September 30, 2015, respectively, related to such plans.
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v3.3.1.900
Fair Value Measurements
|
3 Months Ended |
Dec. 31, 2015 |
Fair Value Measurements [Abstract] |
|
Fair Value Measurements |
9. FAIR VALUE MEASUREMENTS Fair Value Measurement Accounting Fair value is considered the price to sell an asset, or transfer a liability, between market participants on the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. At December 31, 2015, financial assets and liabilities measured at fair value on a recurring basis were limited to our Executive Deferred Compensation Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the plan). Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015, are summarized in the following table by the type of inputs applicable to the fair value measurements: | December 31, 2015 | | | | Total Fair Value | | | Quoted Prices (Level 1) | | | Significant Unobservable (Level 3) | Executive savings plan assets | | $ | 635 | | $ | 635 | | $ | - | Executive savings plan liabilities | | | (521) | | | (521) | | | - | Total | | $ | 114 | | $ | 114 | | $ | - | | | | | | | | | | |
Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015, are summarized in the following table by the type of inputs applicable to the fair value measurements: | September 30, 2015 | | | | Total Fair Value | | | Quoted Prices (Level 1) | | | Significant Unobservable (Level 3) | Executive savings plan assets | | $ | 617 | | $ | 617 | | $ | - | Executive savings plan liabilities | | | (504) | | | (504) | | | - | Total | | $ | 113 | | $ | 113 | | $ | - | | | | | | | | | | |
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.3.1.900
Inventory
|
3 Months Ended |
Dec. 31, 2015 |
Inventory Disclosure [Abstract] |
|
Inventory Disclosure |
10. INVENTORY Inventories consist of the following components: | | | December 31, | | September 30, | | | | 2015 | | 2015 | Raw materials | | $ | 1,890 | | $ | 1,641 | Work in process | | | 3,235 | | | 2,641 | Finished goods | | | 1,745 | | | 1,199 | Parts and supplies | | | 6,500 | | | 8,496 | Total inventories | | $ | 13,370 | | $ | 13,977 |
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- DefinitionThe entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income.
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v3.3.1.900
Goodwill and Intangible Assets
|
3 Months Ended |
Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Goodwill And Intangible Assets Disclosure |
11. INTANGIBLE ASSETS Intangible assets consist of the following: | | | | | December 31, 2015 | | | | Estimated | | | | | | | | | | | | Useful Lives | | | Gross Carrying | | | Accumulated | | | | | | | (in Years) | | | Amount | | | Amortization | | Net | Trademarks/trade names | | 8 - Indefinite | | $ | 1,742 | | $ | 17 | | $ | 1,725 | Technical library | | 20 | | | 400 | | | 46 | | | 354 | Customer relationships | | 8 - 15 | | | 6,286 | | | 917 | | | 5,369 | Covenants not to compete | | 3 | | | 140 | | | 132 | | | 8 | Developed technology | | 4 | | | 400 | | | 284 | | | 116 | Backlog | | 1 | | | 218 | | | 18 | | | 200 | Construction contracts | | 1 | | | 227 | | | 71 | | | 156 | Total | | | | $ | 9,413 | | $ | 1,485 | | $ | 7,928 |
| | | | | September 30, 2015 | | | | Estimated | | | | | | | | | | | | Useful Lives | | | Gross Carrying | | | Accumulated | | | | | | | (in Years) | | | Amount | | | Amortization | | Net | Trademarks/trade names | | 8 - Indefinite | | $ | 1,400 | | $ | 9 | | $ | 1,391 | Technical library | | 20 | | | 400 | | | 41 | | | 359 | Customer relationships | | 8 - 12 | | | 3,600 | | | 788 | | | 2,812 | Covenants not to compete | | 3 | | | 140 | | | 121 | | | 19 | Developed technology | | 4 | | | 400 | | | 258 | | | 142 | Total | | | | $ | 5,940 | | $ | 1,217 | | $ | 4,723 |
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- DefinitionThe entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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v3.3.1.900
Commitments And Contingencies
|
3 Months Ended |
Dec. 31, 2015 |
Commitments And Contingencies [Abstract] |
|
Legal Matters |
12. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time we are a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. We maintain various insurance coverages to minimize financial risk associated with these proceedings. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our financial position, results of operations or cash flows. With respect to all such proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We expense routine legal costs related to these proceedings as they are incurred. The following is a discussion of our significant legal matters: Ward Transformer Site Private Action In April 2009, Carolina Power and Light Company and Consolidation Coal Company filed suit in the U.S. District Court for the Eastern District of North Carolina (Western Division) against a number of entities, including one of our subsidiaries, to recover costs to remove Polychlorinated Byphenyls (“PCB”) contamination at Ward Transformer, an electric transformer resale and reconditioning facility located in Raleigh, North Carolina (the “Private Action”). Plaintiffs had been ordered under a settlement agreement with the U.S. Environmental Protection Agency (the “EPA”) to clean up the onsite contamination, including the groundwater underneath the facility, and were seeking to recover costs associated with the clean-up from other potentially responsible parties (“PRPs”). During the first quarter of fiscal year 2016, the parties to this matter reached an agreement in principle to settle the Company’s exposure, and following the first quarter, the parties settled this matter. The agreed upon settlement was fully reserved in our financial statements at December 31, 2015. EPA Action Contamination outside of and downstream from the Ward Transformer site is not subject to the Private Action. The EPA has not yet assessed costs for that portion of the remediation, and has not entered into any settlement agreement with any party to begin clean-up. While the costs to remediate the offsite conditions remain unknown, certain of the parties with larger exposure have agreed to undertake the clean-up. During the first quarter of fiscal year 2016, these parties agreed in principle to release several types of PRPs from liability for a nominal amount based on their limited involvement in the site. We believe the Company will be included in the settlement group and will be released from the matter for a nominal amount. Therefore, as of December 31, 2015, we had not recorded any additional reserve for this matter. Risk-Management We retain the risk for workers’ compensation, employer’s liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insureds under our insurance policies. Losses up to the deductible amounts, or losses that are not covered under our policies, are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. As a result, many of our claims are effectively self-insured. Many claims against our insurance are in the form of litigation. At December 31, 2015 and September 30, 2015, we had $4,272 and $4,518, respectively, accrued for insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of December 31, 2015 and September 30, 2015, we had $441 and $464, respectively, reserved for these claims. Because the reserves are based on judgment and estimates, and involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates or that the timing of payments will not create liquidity issues for the Company. Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral. This is common in the insurance industry. To date, we have not had a situation where an underwriter has had reasonable cause to effect payment under a letter of credit. At both December 31, 2015 and September 30, 2015, $6,347 of our outstanding letters of credit was utilized to collateralize our insurance program. Surety As of December 31, 2015, the estimated cost to complete our bonded projects was approximately $78,366. We evaluate our bonding requirements on a regular basis, including the terms offered by our sureties. We believe the bonding capacity presently provided by our current sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future. Posting letters of credit in favor of our sureties reduces the borrowing availability under our credit facility. Other Commitments and Contingencies Some of our customers and vendors require us to post letters of credit, or provide intercompany guarantees, as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the letter of credit. At December 31, 2015, $571 of our outstanding letters of credit were to collateralize our vendors. From time to time, we may enter into firm purchase commitments for materials such as copper or aluminum wire which we expect to use in the ordinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specific intervals at a fixed price over the term. As of December 31, 2015, we had no such commitments.
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v3.3.1.900
Business Combination
|
3 Months Ended |
Dec. 31, 2015 |
Business Combinations [Abstract] |
|
Business Combination Disclosure |
13. BUSINESS COMBINATIONS The Company completed two acquisitions in the quarter ended December 31, 2015 for aggregate consideration of $8,425. These acquisitions included: - 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. Calumet is included in our Infrastructure Solutions segment.
- Shanahan Mechanical and Electrical, Inc. (“Shanahan”), a Nebraska-based provider of mechanical and electrical contracting services. Shanahan operates as a subsidiary in IES’s Commercial & Industrial segment.
The total aggregate consideration includes cash consideration of $8,013 and contingent consideration with a fair value estimated at $412. Of the cash consideration, $7,338 was paid at closing, with the remaining $675 to be paid within 90 days subsequent to the transaction dates, in accordance with working capital settlement provisions pursuant to the agreements with the sellers. The contingent consideration arrangement relates to the purchase of Calumet, and provides that a maximum of $2,250 may be earned over the three year period ended December 31, 2018. 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, 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 dates of the acquisitions is as follows: | Current assets | | $ | 4,749 | | | | Property and equipment | | | 1,260 | | | | Intangible assets (primarily customer relationships) | | | 3,473 | | | | Non-tax-deductible goodwill | | | 2,158 | | | | Current liabilities | | | (1,913) | | | | Deferred tax liability | | | (1,302) | | | | | Net assets acquired | | $ | 8,425 | | | | | | | | | | | |
With regard to the $1,302 deferred tax liability recorded in connection with the acquisitions, we reduced a portion of our valuation allowance equal to this deferred tax liability, resulting in a reduction to income tax expense of $1,302. Pro forma revenues and results of operations for the acquisitions have not been presented because the effects were not material to the consolidated financial statements. Southern Rewinding On May 21, 2015, our wholly-owned subsidiary Magnetech Industrial Services, Inc. (“Magnetech”) acquired all of the common stock and certain related real estate of Southern Industrial Sales and Services, Inc. (“Southern Rewinding”), a Columbus, Georgia-based motor repair and related field services company, for total consideration of $3,937. Of that amount, $3,137 was paid at closing, with additional consideration of $800 scheduled to be paid through the period ending November, 2016. Of that additional amount, $200 was paid during the three months ended December 31, 2015. Payment of the remaining $600 is subject to Magnetech’s right to hold back certain amounts in respect of seller obligations. After closing, we provided the newly-acquired entity with $1,065 of working capital. Southern Rewinding 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 certain intangible asset valuations. 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 May 21, 2015 is as follows: | Current assets | | $ | 1,225 | | | | Property and equipment | | | 911 | | | | Intangible assets (primarily customer relationships) | | | 1,700 | | | | Non-tax-deductible goodwill | | | 1,532 | | | | Current liabilities | | | (1,431) | | | | | Net assets acquired | | $ | 3,937 | | | | | | | | | | | |
Pro forma revenues and results of operations for the acquisition have not been presented because the effects were not material to the consolidated financial statements.
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- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.3.1.900
Per Share Information (Tables)
|
3 Months Ended |
Dec. 31, 2015 |
Per Share Information [Abstract] |
|
Schedule Of Earnings Per Share Basic And Diluted [Table Text Block] |
| | Three Months Ended December 31, | | | 2015 | | 2014 | Numerator: | | | | | | | Net earnings from continuing operations attributable to common shareholders | | $ | 5,745 | | $ | 3,471 | Net earnings from continuing operations attributable to restricted shareholders | | | 54 | | | 2 | Net earnings from continuing operations | | | 5,799 | | | 3,473 | Net loss from discontinued operations attributable to common shareholders | | | - | | | (181) | Net loss from discontinued operations | | | - | | | (181) | Net earnings attributable to common shareholders | | | 5,745 | | | 3,290 | Net earnings attributable to restricted shareholders | | | 54 | | | 2 | Net earnings | | $ | 5,799 | | $ | 3,292 | | | | | | | | Denominator: | | | | | | | Weighted average common shares outstanding — basic | | | 21,269,543 | | | 21,734,591 | Effect of dilutive stock options and non-vested restricted stock | | | 77,951 | | | 45,137 | Weighted average common and common equivalent shares outstanding — diluted | | | 21,347,494 | | | 21,779,728 | | | | | | | | Basic earnings (loss) per share: | | | | | | | From continuing operations | | $ | 0.27 | | $ | 0.16 | From discontinued operations | | | - | | | (0.01) | Basic earnings per share | | $ | 0.27 | | $ | 0.15 | Diluted earnings (loss) per share: | | | | | | | From continuing operations | | $ | 0.27 | | $ | 0.16 | From discontinued operations | | | - | | | (0.01) | Diluted earnings per share | | $ | 0.27 | | $ | 0.15 |
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Operation Segments (Tables)
|
3 Months Ended |
Dec. 31, 2015 |
Operating Segments [Abstract] |
|
Schedule of Segment Reporting Information, by Segment [Table Text Block] |
| | Three Months Ended December 31, 2015 | | | | | | | | | | Commercial & | | Infrastructure | | | | | | | | | | Communications | | Residential | | Industrial | | Solutions | | Corporate | | Total | Revenues | | $ | 40,759 | | $ | 52,127 | | $ | 45,265 | | $ | 12,615 | | $ | - | | $ | 150,766 | Cost of services | | | 32,602 | | | 40,455 | | | 40,407 | | | 9,669 | | | - | | | 123,133 | Gross profit | | | 8,157 | | | 11,672 | | | 4,858 | | | 2,946 | | | - | | | 27,633 | Selling, general and administrative | | | 4,713 | | | 8,714 | | | 3,638 | | | 2,700 | | | 2,746 | | | 22,511 | Loss on sale of assets | | | - | | | - | | | - | | | 1 | | | - | | | 1 | Income (loss) from operations | | $ | 3,444 | | $ | 2,958 | | $ | 1,220 | | $ | 245 | | $ | (2,746) | | $ | 5,121 | Other data: | | | | | | | | | | | | | | | | | | | | Depreciation and amortization expense | | $ | 122 | | $ | 121 | | $ | 183 | | $ | 322 | | $ | 68 | | $ | 816 | | Capital expenditures | | $ | 85 | | $ | 42 | | $ | 148 | | $ | 77 | | $ | - | | $ | 352 | | Total assets | | $ | 38,896 | | $ | 37,326 | | $ | 45,630 | | $ | 34,747 | | $ | 66,479 | | $ | 223,078 | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2014 | | | | | | | | | | Commercial & | | Infrastructure | | | | | | | | | | Communications | | Residential | | Industrial | | Solutions | | Corporate | | Total | Revenues | | $ | 31,808 | | $ | 48,593 | | $ | 43,767 | | $ | 12,168 | | $ | - | | $ | 136,336 | Cost of services | | | 26,510 | | | 39,405 | | | 38,483 | | | 9,234 | | | - | | | 113,632 | Gross profit | | | 5,298 | | | 9,188 | | | 5,284 | | | 2,934 | | | - | | | 22,704 | Selling, general and administrative | | | 3,679 | | | 7,301 | | | 3,587 | | | 2,019 | | | 2,114 | | | 18,700 | Loss (gain) on sale of assets | | | 7 | | | - | | | (1) | | | - | | | - | | | 6 | Income (loss) from operations | | $ | 1,612 | | $ | 1,887 | | $ | 1,698 | | $ | 915 | | $ | (2,114) | | $ | 3,998 | Other data: | | | | | | | | | | | | | | | | | | | | Depreciation and amortization expense | | $ | 118 | | $ | 123 | | $ | 66 | | $ | 201 | | $ | 71 | | $ | 579 | | Capital expenditures | | $ | 192 | | $ | 69 | | $ | 8 | | $ | 291 | | $ | 139 | | $ | 699 | | Total assets | | $ | 25,053 | | $ | 40,317 | | $ | 43,895 | | $ | 27,606 | | $ | 61,670 | | $ | 198,541 | | | | | | | | | | | | | | | | | | | | |
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- DefinitionTabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.
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Inventory (Tables)
|
3 Months Ended |
Dec. 31, 2015 |
Inventory Disclosure [Abstract] |
|
Schedule Of Inventory Current [Table Text Block] |
| | | December 31, | | September 30, | | | | 2015 | | 2015 | Raw materials | | $ | 1,890 | | $ | 1,641 | Work in process | | | 3,235 | | | 2,641 | Finished goods | | | 1,745 | | | 1,199 | Parts and supplies | | | 6,500 | | | 8,496 | Total inventories | | $ | 13,370 | | $ | 13,977 |
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Goodwill and Intangible Assets (Tables)
|
3 Months Ended |
Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Schedule Of Intangible Assets And Goodwill [Table Text Block] |
| | | | | December 31, 2015 | | | | Estimated | | | | | | | | | | | | Useful Lives | | | Gross Carrying | | | Accumulated | | | | | | | (in Years) | | | Amount | | | Amortization | | Net | Trademarks/trade names | | 8 - Indefinite | | $ | 1,742 | | $ | 17 | | $ | 1,725 | Technical library | | 20 | | | 400 | | | 46 | | | 354 | Customer relationships | | 8 - 15 | | | 6,286 | | | 917 | | | 5,369 | Covenants not to compete | | 3 | | | 140 | | | 132 | | | 8 | Developed technology | | 4 | | | 400 | | | 284 | | | 116 | Backlog | | 1 | | | 218 | | | 18 | | | 200 | Construction contracts | | 1 | | | 227 | | | 71 | | | 156 | Total | | | | $ | 9,413 | | $ | 1,485 | | $ | 7,928 |
| | | | | September 30, 2015 | | | | Estimated | | | | | | | | | | | | Useful Lives | | | Gross Carrying | | | Accumulated | | | | | | | (in Years) | | | Amount | | | Amortization | | Net | Trademarks/trade names | | 8 - Indefinite | | $ | 1,400 | | $ | 9 | | $ | 1,391 | Technical library | | 20 | | | 400 | | | 41 | | | 359 | Customer relationships | | 8 - 12 | | | 3,600 | | | 788 | | | 2,812 | Covenants not to compete | | 3 | | | 140 | | | 121 | | | 19 | Developed technology | | 4 | | | 400 | | | 258 | | | 142 | Total | | | | $ | 5,940 | | $ | 1,217 | | $ | 4,723 |
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Business Combination (Tables)
|
3 Months Ended |
Dec. 31, 2015 |
Business Combinations [Abstract] |
|
Allocation to Fair Value of Net Assets Acquired and Liabilities Assumed |
| Current assets | | $ | 4,749 | | | | Property and equipment | | | 1,260 | | | | Intangible assets (primarily customer relationships) | | | 3,473 | | | | Non-tax-deductible goodwill | | | 2,158 | | | | Current liabilities | | | (1,913) | | | | Deferred tax liability | | | (1,302) | | | | | Net assets acquired | | $ | 8,425 | | | | | | | | | | | |
| Current assets | | $ | 1,225 | | | | Property and equipment | | | 911 | | | | Intangible assets (primarily customer relationships) | | | 1,700 | | | | Non-tax-deductible goodwill | | | 1,532 | | | | Current liabilities | | | (1,431) | | | | | Net assets acquired | | $ | 3,937 | | | | | | | | | | | |
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v3.3.1.900
Per Share Information EPS (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Discontinued operations |
|
|
Net income |
$ 5,799
|
$ 3,292
|
Weighted Average Number of Shares Outstanding, Basic |
21,269,543
|
21,734,591
|
Weighted Average Number of Shares Outstanding, Diluted |
21,347,494
|
21,779,728
|
Basic earnings (loss) per share: |
|
|
From continuing operations |
$ 0.27
|
$ 0.16
|
From discontinued operations |
0
|
(0.01)
|
Basic |
0.27
|
0.15
|
Diluted earnings (loss) per share: |
|
|
From continuing operations |
0.27
|
0.16
|
From discontinued operations |
0
|
(0.01)
|
Diluted |
$ 0.27
|
$ 0.15
|
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v3.3.1.900
Operating Segments (Details) - USD ($) $ in Thousands |
3 Months Ended |
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2015 |
Segment Reporting Information [Line Items] |
|
|
|
Revenues |
$ 150,766
|
$ 136,336
|
|
Cost of Services |
123,133
|
113,632
|
|
Gross Profit |
27,633
|
22,704
|
|
Selling, General and Administrative Expense |
22,511
|
18,700
|
|
Loss on sale of assets |
1
|
6
|
|
Operating Income |
5,121
|
3,998
|
|
Depreciation and amortization |
816
|
579
|
|
Capital Expenditures |
352
|
699
|
|
Assets |
223,078
|
198,541
|
$ 226,710
|
Communications [Member] |
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
Revenues |
40,759
|
31,808
|
|
Cost of Services |
32,602
|
26,510
|
|
Gross Profit |
8,157
|
5,298
|
|
Selling, General and Administrative Expense |
4,713
|
3,679
|
|
Loss on sale of assets |
0
|
7
|
|
Operating Income |
3,444
|
1,612
|
|
Depreciation and amortization |
122
|
118
|
|
Capital Expenditures |
85
|
192
|
|
Assets |
38,896
|
25,053
|
|
Residential [Member] |
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
Revenues |
52,127
|
48,593
|
|
Cost of Services |
40,455
|
39,405
|
|
Gross Profit |
11,672
|
9,188
|
|
Selling, General and Administrative Expense |
8,714
|
7,301
|
|
Loss on sale of assets |
0
|
0
|
|
Operating Income |
2,958
|
1,887
|
|
Depreciation and amortization |
121
|
123
|
|
Capital Expenditures |
42
|
69
|
|
Assets |
37,326
|
40,317
|
|
Commercial & Industrial [Member] |
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
Revenues |
45,265
|
43,767
|
|
Cost of Services |
40,407
|
38,483
|
|
Gross Profit |
4,858
|
5,284
|
|
Selling, General and Administrative Expense |
3,638
|
3,587
|
|
Loss on sale of assets |
0
|
(1)
|
|
Operating Income |
1,220
|
1,698
|
|
Depreciation and amortization |
183
|
66
|
|
Capital Expenditures |
148
|
8
|
|
Assets |
45,630
|
43,895
|
|
Infrastructure Solutions [Member] |
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
Revenues |
12,615
|
12,168
|
|
Cost of Services |
9,669
|
9,234
|
|
Gross Profit |
2,946
|
2,934
|
|
Selling, General and Administrative Expense |
2,700
|
2,019
|
|
Loss on sale of assets |
1
|
0
|
|
Operating Income |
245
|
915
|
|
Depreciation and amortization |
322
|
201
|
|
Capital Expenditures |
77
|
291
|
|
Assets |
34,747
|
27,606
|
|
Corporate [Member] |
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
Revenues |
0
|
0
|
|
Cost of Services |
0
|
0
|
|
Gross Profit |
0
|
0
|
|
Selling, General and Administrative Expense |
2,746
|
2,114
|
|
Loss on sale of assets |
0
|
0
|
|
Operating Income |
(2,746)
|
(2,114)
|
|
Depreciation and amortization |
68
|
71
|
|
Capital Expenditures |
0
|
139
|
|
Assets |
$ 66,479
|
$ 61,670
|
|
X |
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v3.3.1.900
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
12 Months Ended |
|
|
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2015 |
Feb. 09, 2016 |
Dec. 09, 2015 |
Feb. 04, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Common Stock, Shares Authorized |
100,000,000
|
|
100,000,000
|
|
|
|
Common Stock, Shares, Outstanding |
21,461,242
|
|
21,475,741
|
|
|
|
The 2006 Equity Incentive Plan [Member] |
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Common Stock, Shares Authorized |
2,000,000
|
|
|
|
|
|
Common shares repurchased for tax withholding |
2,140
|
|
|
|
|
|
Unvested shares forfeited |
7,500
|
|
|
|
|
|
Shares issued under share based compensation program |
2,833
|
|
|
|
|
|
The 2006 Equity Incentive Plan [Member] | Scenario Forecast [Member] |
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Common Stock, Shares Authorized |
|
|
|
1,000,000
|
|
|
The 2015 Stock Repurchase Program [Member] |
|
|
|
|
|
|
Equity Class Of Treasury Stock [Line Items] |
|
|
|
|
|
|
Approved Number of shares to be repurchased |
|
|
|
|
500,000
|
1,000,000
|
Treasury Stock Shares Acquired |
7,692
|
|
482,156
|
|
|
|
Treasury Stock Value Acquired Cost Method |
|
|
$ 3,500
|
|
|
|
Average Share Price |
$ 7.23
|
|
$ 7.22
|
|
|
|
Phantom Share Units PSUs [Member] |
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Recognized compensation expense |
$ 34
|
$ 36
|
|
|
|
|
Performance Based Phantom Share Units PPSUs [Member] |
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Shares issued under share based compensation program |
400,000
|
|
|
|
|
|
Recognized compensation expense |
$ 22
|
|
|
|
|
|
Restricted Stock [Member] |
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Recognized compensation expense |
132
|
13
|
|
|
|
|
Unamortized compensation cost |
1,153
|
|
|
|
|
|
Stock Option [Member] |
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
Recognized compensation expense |
16
|
$ 62
|
|
|
|
|
Unamortized compensation cost |
$ 67
|
|
|
|
|
|
X |
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Dec. 31, 2015 |
Sep. 30, 2015 |
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|
|
Raw Materials |
$ 1,890
|
$ 1,641
|
Work in Process |
3,235
|
2,641
|
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1,745
|
1,199
|
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6,500
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8,496
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$ 13,977
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3 Months Ended |
12 Months Ended |
Dec. 31, 2015 |
Sep. 30, 2015 |
IntangibleAssets [Line Items] |
|
|
Gross Carrying Amount |
$ 9,413
|
$ 5,940
|
Accumulated Amortization |
1,485
|
1,217
|
INTANGIBLE ASSETS, net of amortization |
7,928
|
4,723
|
Trademarks And Trade Names [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
Gross Carrying Amount |
542
|
200
|
Accumulated Amortization |
17
|
9
|
INTANGIBLE ASSETS, net of amortization |
$ 525
|
$ 191
|
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|
|
IntangibleAssets [Line Items] |
|
|
Estimated Useful Lives |
8 years
|
8 years
|
Technical Library [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
Estimated Useful Lives |
20 years
|
20 years
|
Gross Carrying Amount |
$ 400
|
$ 400
|
Accumulated Amortization |
46
|
41
|
INTANGIBLE ASSETS, net of amortization |
354
|
359
|
Customer Relationships [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
Gross Carrying Amount |
6,286
|
3,600
|
Accumulated Amortization |
917
|
788
|
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$ 5,369
|
$ 2,812
|
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|
|
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|
|
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15 years
|
12 years
|
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|
|
IntangibleAssets [Line Items] |
|
|
Estimated Useful Lives |
8 years
|
8 years
|
Covenants Not to Compete [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
Estimated Useful Lives |
3 years
|
3 years
|
Gross Carrying Amount |
$ 140
|
$ 140
|
Accumulated Amortization |
132
|
121
|
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$ 8
|
$ 19
|
Developed Technology [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
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4 years
|
4 years
|
Gross Carrying Amount |
$ 400
|
$ 400
|
Accumulated Amortization |
284
|
258
|
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$ 116
|
142
|
Order Backlog [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
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1 year
|
|
Gross Carrying Amount |
$ 218
|
|
Accumulated Amortization |
18
|
|
INTANGIBLE ASSETS, net of amortization |
$ 200
|
|
Construction Contract Value [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
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1 year
|
|
Gross Carrying Amount |
$ 227
|
|
Accumulated Amortization |
71
|
|
INTANGIBLE ASSETS, net of amortization |
156
|
|
Trademarks And Trade Names [Member] |
|
|
IntangibleAssets [Line Items] |
|
|
Gross Carrying Amount |
1,200
|
1,200
|
Accumulated Amortization |
0
|
0
|
INTANGIBLE ASSETS, net of amortization |
$ 1,200
|
$ 1,200
|
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v3.3.1.900
Business Combination (Details) - USD ($) $ in Thousands |
|
3 Months Ended |
May. 21, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Business Acquisition [Line Items] |
|
|
|
Cash Paid for Acquisition |
|
$ 7,538
|
$ 0
|
Business Acquisition Shanahan and Calumet [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Name of Acquired Business |
|
Calumet Armature & Electric, LLC (“Calumet”) & Shanahan Mechanical and Electrical, Inc. (“Shanahan”)
|
|
Total Consideration Transferred |
|
$ 8,425
|
|
Cash Purchase Consideration |
|
8,013
|
|
Cash Paid for Acquisition |
|
7,338
|
|
Additional Consideration To Be Paid |
|
675
|
|
Minimum Contingent Consideration Value |
|
412
|
|
Maximum Contingent Consideration Value |
|
$ 2,250
|
|
Business Acquisition Southern Rewind [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Name of Acquired Business |
|
Southern Industrial Sales and Services, Inc. (“Southern Rewinding”)
|
|
Discription of Acquired Business |
|
a Columbus, Georgia-based motor repair and related field services company
|
|
Date of Acquisition Agreement |
May 21, 2015
|
|
|
Total Consideration Transferred |
$ 3,937
|
|
|
Cash Purchase Consideration |
3,137
|
|
|
Cash Paid for Acquisition |
|
$ 200
|
|
Additional Consideration To Be Paid |
800
|
$ 600
|
|
Working Capital Transfer |
$ 1,065
|
|
|
X |
- DefinitionWorking capital transferred to business combination
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v3.3.1.900
Business Combination - Considerations (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Sep. 30, 2015 |
May. 21, 2015 |
Business Acquisition [Line Items] |
|
|
|
GOODWILL |
$ 19,407
|
$ 17,249
|
|
Business Acquisition Shanahan and Calumet [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Current Assets |
4,749
|
|
|
Property Plant And Equipment |
1,260
|
|
|
Intangible Assets |
3,473
|
|
|
GOODWILL |
2,158
|
|
|
Current Liabilities |
(1,913)
|
|
|
Deferred Tax Liability |
(1,302)
|
|
|
Net Assets Acquired |
$ 8,425
|
|
|
Business Acquisition Southern Rewind [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Current Assets |
|
|
$ 1,225
|
Property Plant And Equipment |
|
|
911
|
Intangible Assets |
|
|
1,700
|
GOODWILL |
|
|
1,532
|
Current Liabilities |
|
|
(1,431)
|
Net Assets Acquired |
|
|
$ 3,937
|
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