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 ☒ 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 ofRegulation 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☐ No ☒

On May ~~4, 2017,~~2, 2018, there were ~~21,471,428~~21,209,916 shares of common stock outstanding.

In this Quarterly Report onForm 10-Q, the words “IES”, the “Company”, the “Registrant”, “we”, “our”, “ours” and “us” refer to IES Holdings, Inc. and, except as otherwise specified herein, to our subsidiaries.

This Quarterly Report on Form10-Q includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:

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 Form10-K for the fiscal year ended September 30, ~~2016,~~2017, 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 onForm 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.


	March 31,			September 30,			March 31, 2018			September 30, 2017
	2017			2016			March 31, 2018			September 30, 2017
	(Unaudited)						(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,781		$	32,961		$	35,713		$	28,290
Restricted cash		64			260
Accounts receivable:
Trade, net of allowance of $697 and $736, respectively		129,202			124,368
Trade, net of allowance of $608 and $650, respectively								127,905			142,946
Retainage		21,849			20,135			20,567			21,360
Inventories		18,311			13,236			17,590			16,923
Costs and estimated earnings in excess of billings		19,045			15,554			15,358			13,438
Prepaid expenses and other current assets		6,059			3,214			9,492			8,795

Total current assets		215,311			209,728			226,625			231,752

Property and equipment, net		24,425			15,694			25,055			24,643
Goodwill		43,484			39,936			46,738			46,693
Intangible assets, net		31,040			31,723			29,515			31,413
Deferred tax assets		90,347			93,549			50,948			86,211
Othernon-current assets		3,367			3,710			6,106			3,782

Total assets	$	407,974		$	394,340		$	384,987		$	424,494

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		114,558			108,822			111,608			120,710
Billings in excess of costs and estimated earnings		25,712			24,229			27,820			29,918

Total current liabilities		140,270			133,051			139,428			150,628

Long-term debt		29,376			29,257			29,570			29,434
Othernon-current liabilities		7,414			6,832			4,639			4,457

Total liabilities		177,060			169,140			173,637			184,519

Noncontrolling interest		1,739			1,795			3,280			3,271
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding		—			—			—			—
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 issued and 21,471,893 and 21,456,539 outstanding, respectively		220			220
Treasury stock, at cost, 577,636 and 592,990 shares, respectively		(4,666	)		(4,781	)
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 issued and 21,259,178 and 21,336,975 outstanding, respectively								220			220
Treasury stock, at cost, 790,351 and 712,554 shares, respectively								(8,108	)		(6,898	)
Additionalpaid-in capital		196,164			195,221			196,835			196,955
Retained earnings		37,457			32,745			19,123			46,427

Total stockholders’ equity		229,175			223,405			208,070			236,704

Total liabilities and stockholders’ equity	$	407,974		$	394,340		$	384,987		$	424,494

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Revenues	$	203,662		$	159,981		$	205,677		$	203,662
Cost of services		171,848			132,169			171,837			171,848

Gross profit		31,814			27,812			33,840			31,814
Selling, general and administrative expenses		30,120			24,267			29,647			30,120
Contingent consideration expense		83			266
Loss (gain) on sale of assets		(6	)		775
Contingent consideration								71			83
Gain on sale of assets								(20	)		(6	)

Income from operations		1,617			2,504
Operating income								4,142			1,617

Interest and other (income) expense:
Interest expense		428			303			473			428
Other income, net		(44	)		(3	)		(43	)		(44	)

Income from operations before income taxes		1,233			2,204			3,712			1,233
Provision for income taxes		682			10			1,425			682

Net income		551			2,194			2,287			551

Net income attributable to noncontrolling interest		(15	)		—			(66	)		(15	)

Comprehensive income attributable to IES Holdings, Inc.	$	536		$	2,194		$	2,221		$	536

Earnings per share attributable to IES Holdings, Inc.:
Basic	$	0.02		$	0.10		$	0.11		$	0.02
Diluted	$	0.02		$	0.10		$	0.11		$	0.02

Shares used in the computation of earnings per share:

Basic		21,299,098			21,273,814			21,182,268			21,299,098
Diluted		21,574,155			21,436,012			21,440,570			21,574,155

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


	Six Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2018			2017
Revenues	$	395,840		$	310,747		$	403,977		$	395,840
Cost of services		328,844			255,302			337,073			328,844

Gross profit		66,996			55,445			66,904			66,996
Selling, general and administrative expenses		58,314			46,778			59,736			58,314
Contingent consideration expense		83			266			71			83
Loss (gain) on sale of assets		(13	)		776
Gain on sale of assets								(34	)		(13	)

Income from operations		8,612			7,625
Operating income								7,131			8,612

Interest and other (income) expense:
Interest expense		874			596			914			874
Other income, net		(48	)		(32	)		(141	)		(48	)

Income from continuing operations before income taxes		7,786			7,061			6,358			7,786
Provision (benefit) for income taxes		3,311			(932	)
Provision for income taxes								33,584			3,311

Net income		4,475			7,993
Net income (loss)								(27,226	)		4,475

Net income attributable to noncontrolling interest		(67	)		—			(122	)		(67	)

Comprehensive income attributable to IES Holdings, Inc.	$	4,408		$	7,993
Comprehensive income (loss) attributable to IES Holdings, Inc.							$	(27,348	)	$	4,408

Earnings per share attributable to IES Holdings, Inc.:
Earnings (loss) per share attributable to IES Holdings, Inc.:
Basic	$	0.21		$	0.37		$	(1.29	)	$	0.21
Diluted	$	0.20		$	0.37		$	(1.29	)	$	0.20

Shares used in the computation of earnings per share:
Basic		21,292,523			21,271,655			21,189,641			21,292,523
Diluted		21,560,678			21,389,258			21,189,641			21,560,678

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


	Six Months Ended March 31,							Six Months Ended March 31,
	2017			2016				2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,475		$	7,993
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)								$	(27,226	)	$	4,475
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense		(15	)		105		��		96			(15	)
Amortization of deferred financing cost		172			183
Deferred financing cost amortization									142			172
Depreciation and amortization		4,378			1,848				4,269			4,378
Loss (gain) on sale of assets		(13	)		776
Gain on sale of assets									(34	)		(13	)
Deferred income taxes		2,675			—				33,584			2,675
Non-cash compensation		926			429				(111	)		926
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable		(435	)		5,361				14,945			(435	)
Inventories		(3,252	)		1,703				(665	)		(3,252	)
Costs and estimated earnings in excess of billings		(3,491	)		5,587				(1,921	)		(3,491	)
Prepaid expenses and other current assets		(5,642	)		(2,257	)			97			(5,642	)
Othernon-current assets		594			(552	)			(52	)		594
Accounts payable and accrued expenses		213			(2,575	)			(10,081	)		213
Billings in excess of costs and estimated earnings		1,483			1,170				(2,098	)		1,483
Othernon-current liabilities		587			(1,450	)			214			587

Net cash provided by operating activities		2,655			18,321				11,159			2,655

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(2,891	)		(1,084	)			(2,327	)		(2,891	)
Proceeds from sale of property and equipment		23			—				94			23
Cash paid for acquisitions, net of cash acquired		(11,663	)		(8,307	)
Cash paid for acquisitions									(175	)		(11,663	)

Net cash used in investing activities		(14,531	)		(9,391	)			(2,408	)		(14,531	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of debt		5,050			416				68			5,050
Repayments of debt		(5,053	)		(426	)			(109	)		(5,053	)
Contingent consideration payment		(448	)		—				—			(448	)
Distribution to noncontrolling interest		(122	)		—				(69	)		(122	)
Options exercised		87			61				11			87
Purchase of treasury stock		(14	)		(72	)			(1,229	)		(14	)
Changes in restricted cash		196			—

Net cash used in financing activities		(304	)		(21	)			(1,328	)		(500	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(12,180	)		8,909				7,423			(12,376	)
CASH AND CASH EQUIVALENTS, beginning of period		32,961			49,360
CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of period									28,290			33,221

CASH AND CASH EQUIVALENTS, end of period	$	20,781		$	58,269
CASH, CASH EQUIVALENTS and RESTRICTED CASH, end of period								$	35,713		$	20,845

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	660		$	426			$	788		$	660
Cash paid for income taxes	$	1,685		$	733			$	1,456		$	1,685

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

IES Holdings, Inc. is a holding company that owns and manages operating subsidiaries in business activities across a variety of end markets. Our operations are currently organized into four principal business segments, based upon the nature of our current services:

The words “IES”, the “Company”, “we”, “our”, and “us” refer to IES Holdings, Inc. and, except as otherwise specified herein, to our wholly-owned subsidiaries.

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 generated during fall and winter, with an impact from precipitation in the warmer months. The ~~Communications,~~ Commercial & Industrial, Communications 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. 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. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.

The accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements include the accounts of IES, ~~and~~ its wholly-owned subsidiaries, and entities that we control due to ownership of a majority of voting interest 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 conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form10-K for the fiscal year ended September 30, ~~2016.~~2017. In the opinion of management, the unaudited ~~condensed consolidated financial statements~~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.

In ~~conjunction~~connection with our ~~purchase~~acquisitions of STR Mechanical, LLC (“~~STR”~~STR Mechanical”) ~~during the third quarter of~~in fiscal 2016 and NEXT Electric, LLC (“NEXT Electric”) in fiscal 2017, we acquired ~~a controlling interest of~~an 80 percent interest in each of the ~~membership interests of STR. The~~entities, with the remaining 20 percent interest ~~which was~~in each such entity being retained by the respective third party seller. The interests retained by those third party sellers isare identified inon our ~~financials~~Condensed Consolidated Balance Sheets as noncontrolling interest, ~~and is~~ classified outside of permanent ~~equity~~equity. Under the terms of each entity’s operating agreement, after five years from the date of the acquisition, we may elect to purchase, or the third party seller may

require us to purchase, part or all of the remaining 20 percent interest in the applicable entity. The purchase price is variable, based on ~~our consolidated balance sheet. See Note 13 – Business Combinations for further discussion.~~

a multiple of earnings as defined in the operating agreements. Therefore, this noncontrolling interest is carried at the greater of the balance determined under ASC 810 and the redemption amounts assuming the noncontrolling interests were redeemable at the balance sheet date. If all of these interests had been redeemable at March 31, 2018, the redemption amount would have been $1,995. See Note 13, “Business Combinations” for further discussion. For the six months ended March 31, 2018, we recorded an increase to retained earnings of $44 to decrease the carrying amount of the noncontrolling interest in STR to the balance determined under ASC 810, as if it had been redeemable at March 31, 2018, the redemption amount would have been less than the carrying amount.

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 accounting for business combinations and analyzing goodwill, investments, intangible assets and long-lived asset impairments and adjustments, allowance for doubtful accounts receivable, stock-based compensation, reserves for legal matters, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves.

In December 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of this change, the Company’s statutory tax rate for fiscal 2018 will be a blended rate of 24.53% and will decrease to 21% thereafter. For the six months ended March 31, 2018, our effective tax rate differed from the statutory tax rate as a result of a preliminary charge of $31,487 tore-measure our deferred tax assets and liabilities to reflect the estimated impact of the new statutory tax rate. This preliminary charge is subject to completion of our analysis of the impact of the Act, including as it relates to future deductions for executive compensation expense, as well as the effect of changes in the utilization of net deferred tax assets that reverse in fiscal 2018 as compared to subsequent years.

In May 2014, the Financial Accounting Standards Board (“FASB”), issued ASUNo. 2014-09, Revenue from Contracts with Customers, 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, and we ~~currently~~ plan to use the modified retrospective basis on the adoption date. We are continuing to evaluate the impact of the adoption of this standard on our ~~consolidated financial statements.~~Condensed Consolidated Financial Statements. In particular, we continue to analyze areas including contract termination provisions, customer furnished materials, accounting for change orders, and accounting for ~~change orders. However, we~~commissions paid. We expect that we will continue to recognize revenues for most of our fixed-price contracts over time, as services are ~~performed.~~performed, although we have identified a limited number of arrangements where we currently recognize revenue over time, but will no longer do so under the new standard. We are also continuing to assess the necessary changes in processes and controls to meet the disclosure requirements of the new standard.

In February 2016, the FASB issued ASUNo. 2016-02, Leases (“ASU2016-02”). Under ASU2016-02, lessees will need to recognize aright-of-use asset and a lease liability for all of their leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases must be classified as either operating or finance. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded ~~expense~~ pattern, similar to current capital leases. ASU2016-02 becomes effective for the fiscal year ended September 30, 2020. We are currently evaluating ~~whether to early adopt~~ the ~~standard and what~~ impact it will have on our ~~consolidated financial statements.~~

~~In November 2016, the FASB issued ASU2016-18,~~ Statement of Cash Flows, to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. The retrospective transition method will be required for this new guidance. We expect we will adopt this guidance by September 30, 2017, and that it will not have a material impact on our consolidated financial statements.Condensed Consolidated Financial Statements.

In January 2017, the FASB issued ASUNo. 2017-01, Business ~~Combinations.~~Combinations (“ASU2017-01”). This standard clarifies the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted for certain transactions. The prospective transition method will be required for this new guidance. We do not expect this guidance to have a material impact on our consolidated financial statements.

~~Also in January 2017, the FASB issued ASU2017-04,~~ ~~Intangibles – Goodwill and Other. This update is intended to simplify the subsequent measurement of goodwill by eliminating the second step in thecurrent two-step goodwill~~ impairment test. This update is effective for public entities for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The prospective transition method will be required for this new guidance. ~~We do not expect this guidance to have a material impact on our consolidated financial statements.~~

In ~~March 2016,~~May 2017, the FASB issued ASUNo. ~~2016-09,~~2017-09, Compensation—Stock Compensation (“ASU~~2016-09”~~2017-09”)., ~~ASU2016-09~~ ~~eliminates additional paid~~to reduce the diversity in capital pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. The accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligationpractice and the ~~accounting for forfeitures is also changing. ASU2016-09~~ ~~is effective for fiscal years beginning after December 15, 2017, with early adoption permitted.~~

~~We elected to early adopt ASU2016-09~~ incost and complexity when changing the ~~quarter ended December 31, 2016, which required us to reflect any adjustments as~~terms or conditions of ~~October 1, 2016. We elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized, resulting in~~ a cumulative effect adjustment of $58 to reduce retained earnings for the increase to stock compensation expense. We recorded an offsetting cumulative effect adjustment of $362 to increase retained earnings to recognize a deferred tax asset related to tax benefits which were not previously recognized, as the tax deduction related to stock compensation expense resulted in an increase to a net operating loss rather than a reduction to income tax payable. Amendments to the accounting for minimum statutory withholding tax requirements had no impact to retained earnings as of October 1, 2016.

~~In August 2016, the FASB issued ASU2016-15,~~ Statement of Cash Flows, to standardize the classification of certain transactions on the statement of cash flows. These transactions include contingent consideration payments made after a business combination. The new standardshare-based payment award. This update is effective for interim and annual financial reporting periods beginning after December 15, 2017, although early adoption is ~~permitted, and requires application using~~permitted. The prospective transition method will be required for this new guidance.

We do not expect ASU2017-01 or ASU2017-09 to have a ~~retrospective transition method. We implemented the standard for the quarter ended March 31, 2017. The adoption had no impact~~material effect on our ~~statement of cash flows.~~Condensed Consolidated Financial Statements.

At March 31, ~~2017,~~2018, Tontine Capital Partners, L.P., together with its affiliates (collectively, “Tontine”), was the Company’s controlling shareholder, owning approximately 58% of the Company’s outstanding common stock according to a ~~Schedule 13D/A~~Form 4 filed with the SEC by Tontine on ~~October 5, 2016.~~January 4, 2018. 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, the Company has filed a shelf registration statement to register all of the shares of IES common stock owned by Tontine at the time of registration. As long as the shelf registration statement remains effective and the Company remains eligible to use it, 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 the Company’s net operating losses (“NOLs”) for federal and state income tax purposes. On November 8, 2016, the Company implemented a new tax benefit protection plan (the “NOL Rights Plan”). The NOL Rights Plan was designed to deter an acquisition of the Company’s stock in excess of a threshold amount that could trigger a change of control 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 control 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.

Jeffrey L. Gendell was appointed as a member of the Board of Directors and asnon-executive Chairman of the Board in November 2016. He is the managing member and founder of Tontine, and the brother of David B. Gendell, who has served as a member of the Board of Directors since February 2012 and as Interim Director of Operations of the Company since November 2017, and who previously served asnon-executive Vice Chairman of the Board ~~since~~from November 2016 to November 2017 and asnon-executive Chairman of the Board from January 2015 to November 2016. David B. Gendell ~~is also~~was an employee of ~~Tontine.~~Tontine from 2004 until December 31, 2017.

The Company is party to a sublease agreement with Tontine Associates, LLC, an affiliate of Tontine, for corporate office space in Greenwich, Connecticut. The lease was renewed for a three-year term in April 2016 with an increase in the monthly rent to $8, reflecting the increase paid by Tontine Associates, LLC to its landlord and the Company’s increased use of the corporate office space. The lease has terms at market rates and payments by the Company are at a rate consistent with that paid by Tontine Associates, LLC to its landlord.

At March 31, ~~2017~~2018, and September 30, ~~2016,~~2017, our long-term debt of ~~$29,376~~$29,570 and ~~$29,257,~~$29,434, respectively, ~~relates~~primarily related to amounts drawn on our revolving credit facility. Our weighted-average annual interest rate on these borrowings was ~~2.99%~~3.53% at March 31, ~~2017,~~2018, and ~~2.76%~~3.04% at September 30, ~~2016.~~2017. At March 31, ~~2017,~~2018, we also had ~~$6,634~~$6,408 in outstanding letters of credit and total availability of ~~$40,686~~$43,738 under this facility without violating our financial covenants.

~~On April 14, 2017, we entered into an amendment and restatement of our revolving credit facility which increased~~There have been no changes to the ~~size of the facility and modified certain of its terms, including the~~ financial or other covenants disclosed in Item 7 of our Annual Report on Form10-K for the year ended September 30, ~~2016. See Note 14 – Subsequent Events for further discussion of this amendment and restatement.~~2017. The Company was in compliance with ~~all~~the financial covenants atas of March 31, ~~2017.~~ 2018.

At March 31, ~~2017,~~2018, the carrying value of amounts outstanding on our revolving credit facility approximated fair value, as debt incurs interest at a variable rate. The fair value of the debt is classified as a ~~level~~Level 2 measurement.

The following tables reconcile the components of basic and diluted earnings per share for the three and six months ended March 31, ~~2017~~2018, and ~~2016:~~2017:


	Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2018			2017
Numerator:
Net income attributable to common shareholders of IES Holdings, Inc.	$	532	$	2,174	$	2,250		$	532
Decrease in noncontrolling interest						(44	)		—
Net income attributable to restricted shareholders of IES Holdings, Inc.		4		20		15			4

Net income attributable to IES Holdings, Inc.	$	536	$	2,194	$	2,221		$	536

Denominator:
Weighted average common shares outstanding — basic		21,299,098		21,273,814		21,182,268			21,299,098
Effect of dilutive stock options andnon-vested restricted stock		275,057		162,198		258,302			275,057

Weighted average common and common equivalent shares outstanding — diluted		21,574,155		21,436,012		21,440,570			21,574,155

Earnings per share attributable to IES Holdings, Inc.:
Basic	$	0.02	$	0.10	$	0.11		$	0.02
Diluted	$	0.02	$	0.10	$	0.11		$	0.02

					Six Months Ended March 31,
					2018			2017
Numerator:
Net income (loss) attributable to common shareholders of IES Holdings, Inc.					$	(27,304	)	$	4,373
Decrease in noncontrolling interest						(44	)		—
Net income attributable to restricted shareholders of IES Holdings, Inc.						—			35

Net income (loss) attributable to IES Holdings, Inc.					$	(27,348	)	$	4,408

Denominator:
Weighted average common shares outstanding — basic						21,189,641			21,292,523
Effect of dilutive stock options andnon-vested restricted stock						—			268,155

Weighted average common and common equivalent shares outstanding — diluted						21,189,641			21,560,678

Earnings (loss) per share attributable to IES Holdings, Inc.:
Basic					$	(1.29	)	$	0.21
Diluted					$	(1.29	)	$	0.20

~~Notes~~When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the ~~Condensed Consolidated Financial Statements~~

six months ended March 31, 2018. For the three months ended March 31, 2018, and the three and six months ended March 31, 2017, ~~and 2016,~~ 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.

We manage and measure performance of our business in four distinct operating segments: ~~Communications, Residential,~~ Commercial & Industrial, Communications, Infrastructure Solutions and ~~Infrastructure Solutions.~~Residential.

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 and six months ended March 31, ~~2017~~2018, and ~~2016~~2017 is as follows:


	Three Months Ended March 31, 2017
							Commercial &			Infrastructure									Three Months Ended March 31, 2018
	Communications			Residential			Industrial			Solutions			Corporate			Total			Commercial & Industrial			Communications			Infrastructure Solutions			Residential			Corporate			Total
Revenues	$	61,674		$	67,923		$	55,272		$	18,793		$	—		$	203,662		$	65,589		$	50,244		$	23,866		$	65,978		$	—		$	205,677
Cost of services		52,378			52,351			52,604			14,515			—			171,848			59,068			40,892			18,842			53,035			—			171,837

Gross profit		9,296			15,572			2,668			4,278			—			31,814			6,521			9,352			5,024			12,943			—			33,840
Selling, general and administrative		6,120			10,932			5,261			4,222			3,585			30,120			6,849			6,201			4,637			9,688			2,272			29,647
Contingent consideration		—			—			—			83			—			83			—			—			71			—			—			71
(Gain) loss on sale of assets		(1	)		(3	)		(8	)		6			—			(6	)
Loss (gain) on sale of assets																				(17	)		(8	)		6			(1	)		—			(20	)

Income (loss) from operations	$	3,177		$	4,643		$	(2,585	)	$	(33	)	$	(3,585	)	$	1,617
Operating income (loss)																			$	(311	)	$	3,159		$	310		$	3,256		$	(2,272	)	$	4,142

Other data:
Depreciation and amortization expense	$	171		$	151		$	306		$	1,622		$	69		$	2,319		$	527		$	219		$	1,140		$	155		$	20		$	2,061
Capital expenditures	$	481		$	108		$	435		$	56		$	15		$	1,095		$	413		$	398		$	205		$	108		$	0		$	1,124
Total assets	$	68,475		$	50,743		$	54,485		$	107,535		$	126,736		$	407,974		$	72,559		$	60,102		$	100,884		$	47,695		$	103,747		$	384,987

																			Three Months Ended March 31, 2017
																			Commercial & Industrial			Communications			Infrastructure Solutions			Residential			Corporate			Total
Revenues																			$	55,272		$	61,674		$	18,793		$	67,923		$	—		$	203,662
Cost of services																				52,604			52,378			14,515			52,351			—			171,848

Gross profit																				2,668			9,296			4,278			15,572			—			31,814
Selling, general and administrative																				5,261			6,120			4,222			10,932			3,585			30,120
Contingent Consideration																				—			—			83			—			—			83
Loss (gain) on sale of assets																				(8	)		(1	)		6			(3	)		—			(6	)

Operating income (loss)																			$	(2,585	)	$	3,177		$	(33	)	$	4,643		$	(3,585	)	$	1,617

Other data:
Depreciation and amortization expense																			$	306		$	171		$	1,622		$	151		$	69		$	2,319
Capital expenditures																			$	435		$	481		$	56		$	108		$	15		$	1,095
Total assets																			$	54,485		$	68,475		$	107,535		$	50,743		$	126,736		$	407,974

The Company’s 2006 Equity Incentive Plan, ~~which was~~as amended and restated ~~effective February 9, 2016,~~(the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the ~~amended and restated 2006~~ Equity Incentive Plan, of which approximately ~~1,051,757~~1,059,671 shares were available for issuance at March 31, ~~2017.~~2018.

Our Board of Directors has authorized a stock repurchase program for the purchase from time to time of up to 1.5 million shares of the Company’s common stock. 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 Rule10b5-1 trading plan, which allows repurchases underpre-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. We repurchased 79,817 shares of our common stock during the three and six months ended March 31, 2018, in open market transactions at an average price of $ 15.40 per share. We made no purchases of stock pursuant to this plan during the three and six months ended March 31, ~~2017 and 2016.~~2017.

During the six months ended March 31, 2018, we repurchased 79,817 shares of common stock on the open market pursuant to the repurchase program. During the six months ended March 31, 2018, we issued 520 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation and 1,500 unrestricted shares of common stock to satisfy the exercise of outstanding options for employees.

During the six months ended March 31, 2017, we repurchased 683 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, as amended and restated.~~Plan. During the six months ended March 31, 2017, we issued 1,287 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation and 14,750 unrestricted shares ~~of common stock to satisfy the exercise of outstanding options.~~

During the six months ended March 31, 2016, 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 3,905 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation, and 15,000 unrestricted shares to satisfy the exercise of outstanding options.

During the three months ended March 31, ~~2017~~2018, and ~~2016,~~2017, we recognized ~~$136~~$131 and ~~$130,~~$136, respectively, in compensation expense related to our restricted stock awards. During the six months ended March 31, ~~2017~~2018, and ~~2016,~~2017, we recognized ~~$273~~$245 and ~~$262,~~$273, respectively, in compensation expense related to our restricted stock awards. At March 31, ~~2017,~~2018, the unamortized compensation cost related to outstanding unvested restricted stock was ~~$541.~~$11.

Performance based phantom cash units (“PPCUs”) are a contractual right to a cash payment of $20 ~~dollars~~ per PPCU. ~~At March 31, 2017, the Company had outstanding an aggregate of 30,000~~The PPCUs ~~which~~ will generally become vested, if at all, upon achievement of certain specified performance ~~objectives and continued performance of services throughmid-December~~ ~~2018, each of which as of March 31, 2017 are deemed probable.~~objectives. During the three months ended March 31, ~~2017,~~2018, and ~~2016,~~2017, we recognized compensation expense of ~~$58~~zero and ~~zero,~~$58, respectively, related to these units. During the six months ended March 31, ~~2017,~~2018, and ~~2016,~~2017, we recognized compensation expense of ~~$193~~zero and ~~zero,~~$193, respectively, related to these units.

Phantom stock units (“PSUs”) are primarily granted to the members of the Board of Directors as part of their overall compensation. These PSUs are paid via unrestricted stock grants to each 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~~During the three months ended March 31, ~~2017~~2018, and ~~2016,~~2017, we recognized ~~$40~~$49 and ~~$34,~~$40, respectively, in compensation expense related to these grants. During the six months ended March 31, ~~2017~~2018, and ~~2016,~~2017, we recognized ~~$84~~$91 and ~~$68,~~$84, respectively, in compensation expense related to these grants.

A performance based phantom stock unit (a “PPSU”) is a contractual right to receive one share of the Company’s common ~~stock. The PPSUs will generally become vested, if at all,~~stock upon the achievement of certain specified performance objectives and continued performance of ~~services throughmid-December~~ ~~2018, each of which as of March 31, 2017 are deemed probable.~~services. At March 31, ~~2017,~~2018, the Company ~~has~~had outstanding an aggregate of ~~408,000~~399,027 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.~~levels and continued performance of services throughmid-December 2018. At March 31, 2018, redemption of a portion of the awards is deemed probable. During the three and six months ended March 31, ~~2017~~2018, we recognized a benefit to compensation expense of $652 and ~~2016,~~$449, respectively, related to these grants. This benefit is a result of a reduction in the estimated number of units deemed probable of vesting, based on the projected achievement of specified performance objectives. During the three and six months ended March 31, 2017, we recognized compensation expense of $225 and ~~$21,~~$528, respectively, related to these grants. ~~For the six months ended March 31, 2017 and 2016, we recognized compensation expense of $528 and $43, respectively, related to these grants.~~

During the three months ended March 31, 2017 and 2016, we recognized compensation expense of $2 and $16, respectively, related to our stock option awards. During the six months ended March 31, 2017 and 2016, we recognized compensation expense of $23 and $32, respectively, related to our stock option awards. At March 31, 2017, the unamortized compensation cost related to outstanding unvested stock options was zero.

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 Condensed 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 underlyingnon-public companies.

~~During the three months ended March 31, 2017, we collected a distribution of $361, reducing our carrying value.~~ The following table presents the reconciliation of the carrying value ~~and unrealized gains~~ to the fair value of the investment in EnerTech as of March 31, ~~2017~~2018, and September 30, ~~2016:~~2017:


	March 31,		September 30,
	2017		2016		March 31, 2018		September 30, 2017
Carrying value	$	558	$	919	$	558	$	558
Unrealized gains		183		159		170		171

Fair value	$	741	$	1,078	$	728	$	729

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 as of March 31, 2017 or September 30, 2016.

At each reporting date, the Company performs an evaluation of impairment for securities to determine if any unrealized losses are other-than temporary. Based on the results of this evaluation, we believe the unrealized gain at March 31, 2018, and September 30, 2017, indicated our investment was not impaired.

The Company offers employees the opportunity to participate in its 401(k) savings plans. During the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, we recognized ~~$315~~$485 and ~~$199,~~$315, respectively, in matching expense. During the six months ended March 31, ~~2017~~2018 and ~~2016,~~2017, we recognized ~~$459~~$914 and ~~$278,~~$459, respectively, in matching expense.

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 ~~$835~~$775 recorded as of March 31, ~~2017,~~2018, and ~~$875~~$815 as of September 30, ~~2016,~~2017, related to such plans.

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 March 31, ~~2017,~~2018, 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), and contingent consideration liabilities related to certain of our ~~acquisitions of Calumet Armature & Electric, LLC (“Calumet”) in October 2015 and Freeman Enclosure Systems, LLC and its affiliate Strategic Edge LLC (together, “Freeman”) in March 2017.~~acquisitions.

Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018, and September 30, 2017, are summarized in the following ~~table~~tables by the type of inputs applicable to the fair value measurements:


	March 31, 2017									March 31, 2018
	Total Fair Value			Quoted Prices (Level 1)			Significant Unobservable Inputs (Level 3)			Total Fair Value			Quoted Prices (Level 1)			Significant Unobservable Inputs (Level 3)
Executive savings plan assets	$	630		$	630		$	—		$	686		$	686		$	—
Executive savings plan liabilities		(514	)		(514	)		—			(572	)		(572	)		—
Contingent consideration		(1,112	)		—			(1,112	)		(467	)		—			(467	)

Total	$	(996	)	$	116		$	(1,112	)	$	(353	)	$	114		$	(467	)

In fiscal years 2016 and 2017, we entered into contingent consideration arrangements related to certain acquisitions. Please see Note 13, “Business Combinations” for further discussion. At March 31, 2018, we estimated the fair value of these contingent consideration liabilities at $467. The table below presents a reconciliation of the fair value of these obligations, which used significant unobservable inputs (Level 3).

The following is a progression of goodwill by segment for the six months ended March 31, 2018:

Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2016, are summarized in the following table by the type of inputs applicable to the fair value measurements:

In fiscal years 2016 and 2017, we entered into contingent consideration arrangements related to certain acquisitions. Please see Note 13 – Business Combinations for further discussion. At March 31, 2017, we estimated the fair value of these contingent consideration liabilities at $1,112. The table below presents a reconciliation of the fair value of these obligations, which used significant unobservable inputs (Level 3).

~~The following is a progression of goodwill by segment for the six months ended March 31, 2017:~~

The adjustment to goodwill in the quarter ended March 31, 2017 relates to finalizing the deferred tax balances acquired in connection with our acquisition of Technibus, Inc.in June 2016. Please see Note 13 – Business Combinations for further discussion.


			March 31, 2017
	Estimated
	Useful Lives		Gross Carrying		Accumulated						March 31, 2018
	(in Years)		Amount		Amortization		Net		Estimated Useful Lives (in Years)		Gross Carrying Amount		Accumulated Amortization		Net
Trademarks/trade names		5 - 20	$	4,104	$	271	$	3,833		5-20	$	4,643	$	622	$	4,021
Technical library		20		400		71		329		20		400		91		309
Customer relationships		6 - 15		28,614		3,325		25,289		6-15		31,229		6,234		24,995
Developed technology		4		400		400		—
Backlog		1		2,151		1,133		1,018		1		2,412		2,412		—
Construction contracts		1		2,191		1,620		571		1		2,399		2,209		190

Total			$	37,860	$	6,820	$	31,040			$	41,083	$	11,568	$	29,515


			September 30, 2016
	Estimated
	Useful Lives		Gross Carrying		Accumulated
	(in Years)		Amount		Amortization		Net
Trademarks/trade names		5 - 20	$	3,845	$	139	$	3,706
Technical library		20		400		61		339
Customer relationships		6 - 15		27,414		2,003		25,411
Developed technology		4		400		358		42
Backlog		1		1,621		545		1,076
Construction contracts		1		2,191		1,042		1,149

Total			$	35,871	$	4,148	$	31,723

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.

From 2003 to 2005, two of our former subsidiaries performed HVAC and electrical work under contract with Capstone Building Corporation (“Capstone”) on a university student housing project in Texas. In 2005, our subsidiaries filed for arbitration against Capstone, seeking payment for work performed, change orders and other impacts. The parties settled those claims, and the release included a waiver of warranties associated with any of the HVAC work. Several years later, the subsidiaries discontinued operations, and the Company sold their assets.

On October 24, 2013, Capstone filed a petition in the 12th Judicial District Court of Walker County, Texas against these subsidiaries, among other subcontractors, seeking contribution, defense, indemnity and damages for breach of contract in connection with alleged construction defect claims brought against Capstone by the owner of the student housing project. The owner ~~claims~~claimed $10,406 in damages, plus attorneys’ fees and costs against Capstone, which Capstone ~~is seeking~~sought to recover from the subcontractors. The claims against the Company ~~are~~were based on alleged defects in the mechanical design, construction and installation of the HVAC and electrical systems performed by our former subsidiaries.

Following mediation in June and November 2017, the Company reached an agreement in late December 2017 to settle all claims brought against it. In the six months ended March 31, 2018, a mutual settlement and release agreement was executed by the plaintiffs and the Company resulting in a charge and payment by the Company of $200.

On December 6, 2017, IES Commercial, Inc. filed suit in the United States District Court of Maryland in the matterUSA for the use and benefit of IES Commercial, Inc. and IES Commercial, Inc. v. Manhattan Construction Co., Torcon, Inc., Manhattan Torcon A Joint Venture, Federal Ins. Co., Fidelity & Deposit Co. of Maryland, Zurich American Ins. Co., and Travelers Casualty & Surety Co. This suit relates to a large project which has been ongoing since 2009 and was scheduled for completion in early 2013. As the Company has previously disclosed, the Company entered into a subcontract in 2009 with Manhattan Torcon A Joint Venture to perform subcontracting services at the U.S. Army Medical Research Institute for Infectious Diseases (“USAMRIID”) replacement facility project for a contract value of approximately $61,146, subject to additions or deductions. Because of delays on the ~~settlement reached~~project and additional work the Company performed, the Company believes it is owed approximately $21,000 for claims incurred as of August 31, 2017, and an additional approximate $4,500 for claims the Company expects to incur from August 31, 2017, through completion of the project. On January 22, 2018, the defendants in this matter filed a motion to dismiss the ~~2005 arbitration, we moved for,~~suit, and the District Court granted us, summary judgment, dismissing all of Capstone’s claims in the 2013 lawsuit. Capstone appealed, and in April, 2016, the 10th Court of Appeals, Waco, Texas Division, reversed the ruling with respect to the indemnity claims and remanded the case back to the District Court. The Texas Supreme Court subsequently denied our petition to review this decision and our motion for rehearing. As a result,on February 2, 2018, we filed our response. We are awaiting a ~~new motion for summary judgment at~~decision on this matter.

Given the ~~District Court level~~uncertainty litigation poses, the Company has not recorded any recovery in ~~April 2017. The Company will defend the claims and expects ultimately to prevail on the merits, but there~~connection with this claim. There can be no assurance that the Company will prevail in this litigation matter or that, if the Company does prevail, it will receive an amount substantially similar to the amount sought or not ~~incur costs and liability for indemnity in connection with resolution of the claims. To date, the Company has not established~~receive a ~~reserve with respect to this matter, as we believe the likelihood of our responsibility for damages is not probable and a potential range of exposure is not reasonably estimable.~~significantly lower award.

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 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 March 31, ~~2017~~2018, and September 30, ~~2016,~~2017, we had ~~$6,198~~$6,816 and ~~$5,464,~~$6,204, respectively, accrued for ~~insurance~~self-insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of March 31, ~~2017~~2018, and September 30, ~~2016,~~2017, we had ~~$219~~$230 and ~~$235,~~$218, 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 March 31, ~~2017~~2018, and September 30, ~~2016, $6,176~~2017, $5,900 and ~~$6,126,~~$5,985, respectively, of our outstanding letters of credit was utilized to collateralize our insurance program.

As of March 31, ~~2017,~~2018, the estimated cost to complete our bonded projects was approximately ~~$38,949.~~$60,114. 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.

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 both March 31, ~~2017~~2018, and September 30, ~~2016, $458 and $818, respectively,~~2017, $508 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 March 31, ~~2017,~~2018, we had no such ~~purchase orders.~~commitments.

The Company completed three acquisitions in the ~~acquisition~~year ended September 30, 2017, for a total aggregate consideration of $20,979. See Note 18, “Business Combinations and Divestitures” in our Annual Report on Form10-K for the year ended September 30, 2017, for further information.

The total purchase consideration for the Freeman ~~acquisition~~and Technical Services acquisitions included contingent consideration payments based on the acquired company’s earnings, as defined in the applicable purchase and sale ~~agreement, through March 31, 2020.~~agreement. The fair value of the total contingent consideration liability for all acquisitions, including Freeman and Technical Services, was estimated at ~~$464~~$467 at March 31, ~~2017,~~2018, and is included in othernon-current liabilities on our condensed consolidated balance sheets. Freeman is an Ohio-based manufacturer of custom generator enclosures primarily used by data centers and large commercial and industrial facilities. Freeman is included in our Infrastructure Solutions segment.Condensed Consolidated Balance Sheets.

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

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

~~The Company completed four acquisitions in the fiscal year ended September 30, 2016 for total aggregate consideration of $59,592. See Note18-Business~~ ~~Combinations and Divestitures in our Form10-K~~ ~~for the year ended September 30, 2016 for further information:~~

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

~~The Company accounted for these four~~ transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations ~~related to Calumet~~of Technical Services and ~~Shanahan were finalized as of December 31, 2016. The valuations related to STR~~NEXT Electric, which are derived from estimated fair value assessments and ~~Technibus~~assumptions used by management, are preliminary pending finalization of certain tangible and intangible asset valuations and ~~assessments~~assessment of deferred taxes.

The following unaudited supplemental pro forma results of operations, calculated as if each acquisition occurred as of October 1 of the fiscal year prior to consummation, for the three and six months ended March 31, ~~2017~~2018, and ~~2016,~~2017, are as follows:


	Unaudited				Unaudited
	Three Months Ended		Three Months Ended		Three Months Ended March 31,
	March 31, 2017		March 31, 2016		2018		2017
Revenues	$	212,630	$	174,167	$	205,677	$	210,557
Net Income	$	599	$	2,921

	Unaudited
	Six Months Ended		Six Months Ended
	March 31, 2017		March 31, 2016
Revenues	$	415,310	$	342,562
Net Income	$	4,888	$	9,287
Net income attributable to IES Holdings, Inc.					$	2,221	$	499

On April ~~10, 2017, we entered into an amendment and restatement to our revolving credit facility (“~~6, 2018, the ~~Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, our maximum revolver amount increased from $70 million to $100 million, and the maturity date~~Company acquired all of the ~~revolving credit facility was extended from August 9, 2019 to August 9, 2021. The Amended Credit Agreement also modified~~outstanding capital stock of Azimuth Communications, Inc. (“Azimuth”), a Portland, Oregon-based provider of design and integration services for structured cabling, physical security, access control systems, distributed antenna systems, wireless access, and audio visual systems. Azimuth will operate within our financial covenants by, among other items, implementing a new covenant that requires the Company to maintain a minimum EBITDA (as defined in the Amended Credit Agreement) that will be tested quarterly on a trailing twelve month basis; increasing the minimum liquidity requirement applicable to the Company from 12.5% to 30% of the maximum revolver amount; raising the Company’s required fixed charge coverage ratio (the “FCCR”) to 1.1:1.0 from 1.0:1.0; and requiring that the FCCR be tested quarterly regardless of the Company’s liquidity levels.Communications segment.

~~The amendment and restatement did not include any changes to interest rates and continues to contain other customary affirmative, negative and financial covenants as well as events of default.~~

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto, set forth in Item 8,8.“Financial Statements and Supplementary Data” as set forth in our Annual Report on Form10-K for the year ended September 30, ~~2016~~2017, and the Condensed Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form10-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 Form10-Q.

Please refer to Item 1,1. “Business”of our Annual Report on Form10-K for the year ended September 30, ~~2016,~~2017, for a discussion of the Company’s services and corporate strategy. IES Holdings, 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, Communications, Infrastructure Solutions and ~~Infrastructure Solutions.~~Residential.

We report our operating results across our four operating segments: ~~Communications, Residential,~~ Commercial & Industrial, Communications, Infrastructure Solutions and ~~Infrastructure Solutions.~~Residential. Expenses associated with our corporate office are classified separately. The following ~~table presents~~tables present selected historical results of operations of IES, as well as the results of acquired businesses from the dates acquired.


	Three Months Ended March 31,											Three Months Ended March 31,
	2017						2016					2018						2017
	$			%			$		%			$			%			$			%
	(Dollars in thousands, Percentage of revenues)											(Dollars in thousands, Percentage of revenues)
Revenues	$	203,662			100.0	%	$	159,981		100.0	%	$	205,677			100.0	%	$	203,662			100.0	%
Cost of services		171,848			84.4	%		132,169		82.6	%		171,837			83.5	%		171,848			84.4	%

Gross profit		31,814			15.6	%		27,812		17.4	%		33,840			16.5	%		31,814			15.6	%
Selling, general and administrative expenses		30,120			14.8	%		24,267		15.2	%		29,647			14.4	%		30,120			14.8	%
Contingent consideration		83			0.0	%		266		0.2	%		71			0.0	%		83			0.0	%
Loss (gain) on sale of assets		(6	)		0.0	%		775		0.5	%
Gain on sale of assets													(20	)		0.0	%		(6	)		0.0	%

Net income from operations		1,617			0.8	%		2,504		1.5	%
Operating Income													4,142			2.0	%		1,617			0.8	%

Interest and other (income) expense, net		384			0.2	%		300		0.2	%		430			0.2	%		384			0.2	%

Income from operations before income taxes		1,233			0.6	%		2,204		1.3	%		3,712			1.8	%		1,233			0.6	%
Provision for income taxes		682			0.3	%		10		0.0	%		1,425			0.7	%		682			0.3	%

Net income		551			0.3	%		2,194		1.3	%		2,287			1.1	%		551			0.3	%

Net income attributable to noncontrolling interest		(15	)		0.0	%		—		0.0	%		(66	)		0.0	%		(15	)		0.0	%

Comprehensive income attributable to IES Holdings, Inc.	$	536			0.3	%	$	2,194		1.3	%	$	2,221			1.1	%	$	536			0.3	%

Consolidated revenues for the three months ended March 31, ~~2017,~~2018, were ~~$43.7~~$2.0 million higher than for the three months ended March 31, ~~2016,~~2017, an increase of ~~27.3%~~1.0%, with increases at ~~each of~~ our ~~operating~~Commercial & Industrial and Infrastructure Solutions segments. ~~Our five~~Revenues at our three businesses acquired in fiscal ~~2016 and~~ 2017 ~~contributed $9.3~~increased by $15.1 million, partly offset by a $5.5 million decrease at two underperforming branches within our Commercial & Industrial segment, which are in the process of ~~the increase for the three months ended March 31, 2017.~~winding down operations.

Consolidated gross profit for the three months ended March 31, ~~2017,~~2018, increased ~~$4.0~~$2.0 million compared with the three months ended March 31, ~~2016.~~2017. Our overall gross profit percentage ~~decreased~~increased to 16.5% during the three months ended March 31, 2018, as compared to 15.6% during the three months ended March 31, ~~2017, as compared to 17.4% during the three months ended March 31, 2016.~~2017. Gross profit as a percentage of revenue ~~decreased~~increased at ~~each~~all of our ~~segments. Our five businesses acquired in fiscal 2016 and 2017 contributed $1.7 million~~segments, with the exception of ~~the increase in consolidated gross profit.~~our Residential segment.

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 March 31, ~~2017,~~2018, our selling, general and administrative expenses were ~~$30.1~~$29.6 million, ~~an increase~~a decrease of ~~$5.9~~$0.5 million, or ~~24.1%~~1.6%, over the three months ended March 31, ~~2016. This increase was primarily attributable to increased activity levels across our business, as increased volume levels required additional personnel to support our growth. However,~~2017. Selling, general and administrative expense as a percent of revenue decreased from ~~15.2% for the three months ended March 31, 2016, to~~ 14.8% for the three months ended March 31, 2017, as we benefitted from the increased scale of our operations. Selling, general and administrative expense incurred at businesses acquired during fiscal 2016 and 2017 contributed $2.0 million of the increaseto 14.4% for the three months ended March 31, ~~2017.~~2018. This decrease was primarily attributable to lower variable compensation and incentive costs. Businesses acquired during fiscal 2017 contributed an additional $1.4 million for the three months March 31, 2018.


	Six Months Ended March 31,												Six Months Ended March 31,
	2017						2016						2018				2017
	$			%			$			%			$			%	$			%
	(Dollars in thousands, Percentage of revenues)												(Dollars in thousands, Percentage of revenues)
Revenues	$	395,840			100.0	%	$	310,747			100.0	%	$	403,977		100.0%	$	395,840			100.0%
Cost of services		328,844			83.1	%		255,302			82.2	%		337,073		83.4%		328,844			83.1%

Gross profit		66,996			16.9	%		55,445			17.8	%		66,904		16.6%		66,996			16.9%
Selling, general and administrative expenses		58,314			14.7	%		46,778			15.1	%		59,736		14.8%		58,314			14.7%
Contingent consideration		83			0.0	%		266			0.1	%		71		0.0%		83			0.0%
Loss (gain) on sale of assets		(13	)		0.0	%		776			0.2	%
Gain on sale of assets														(34	)	0.0%		(13	)		0.0%

Net income from operations		8,612			2.2	%		7,625			2.4	%
Operating income														7,131		1.8%		8,612			2.2%

Interest and other (income) expense, net		826			0.2	%		564			0.2	%		773		0.2%		826			0.2%

Income from operations before income taxes		7,786			2.0	%		7,061			2.2	%		6,358		1.6%		7,786			2.0%
Provision (benefit) for income taxes		3,311			0.8	%		(932	)		(0.3	)%
Provision for income taxes⁽¹⁾														33,584		8.3%		3,311			0.8%

Net income		4,475			1.2	%		7,993			2.5	%
Net income (loss)														(27,226	)	(6.7) %		4,475			1.2%

Net income attributable to noncontrolling interest		(67	)		0.0	%		—			0.0	%		(122	)	0.0%		(67	)		0.0%

Comprehensive income attributable to IES Holdings, Inc.	$	4,408			1.2	%	$	7,993			2.5	%
Comprehensive income (loss) attributable to IES Holdings, Inc.													$	(27,348	)	(6.8) %	$	4,408			1.2%

Consolidated revenues for the six months ended March 31, ~~2017,~~2018 were ~~$85.1~~$8.1 million higher than for the six months ended March 31, ~~2016,~~2017, an increase of ~~27.4%~~2.1%, with increases at ~~each~~all of our operating ~~segments. Our five~~segments with the exception of our Communications segment. Revenues from our businesses acquired in fiscal ~~2016 and~~ 2017 contributed ~~$21.8~~$27.3 million of the revenue increase for the six months ended March 31, ~~2017.~~2018, largely offset by a $12.7 million decrease in revenue at the Denver and Roanoke branches of our Commercial & Industrial segment, which are in the process of winding down operations.

Our overall gross profit percentage decreased to 16.6% during the six months ended March 31, 2018, as compared to 16.9% during the six months ended March 31, 2017. Businesses acquired in fiscal 2017, ~~as compared to 17.8% during~~contributed an additional $3.4 million of gross profit for the six months ended March 31, ~~2016. Total gross profit increased at all of our segments~~2018, as compared with the ~~exception of Commercial & Industrial. Gross profit as a percentage of revenue remained flat at Residential and increased at Infrastructure Solutions,~~six months ended March 31, 2018. However, this increase was largely offset by ~~decreases at~~a decrease in margin associated with higher materials costs in our ~~Communications and Commercial & Industrial segments.~~Residential segment.

During the six months ended March 31, ~~2017,~~2018, our selling, general and administrative expenses were ~~$58.3~~$59.7 million, an increase of ~~$11.5~~$1.4 million, or ~~24.7%~~2.4%, over the six months ended March 31, ~~2016.~~2017. This increase was primarily attributable to ~~increased activity levels across our business, as increased volume levels required additional personnel to support our growth. Selling, general and administrative~~ expense incurred at ~~our five~~ businesses acquired induring fiscal ~~2016 and~~ 2017, which contributed ~~$3.8~~$3.0 million of the increase for the six months ended March 31, ~~2017.~~

~~Revenue.~~~~Our Communications segment’s revenues increased~~2018. This increase was partly offset by ~~$22.3 million during the three months ended March 31, 2017,~~ a ~~56.7% increase compared to the three months ended March 31, 2016~~.The increase is the result of both the expansion of our customer base and additional work with existing customers. We continue to expand our business in areas such as retail distribution centers, audio visual and security, and wireless access. Revenues from data center work increased by $10.4 million, and revenues from manufacturing and retail distribution centers increased by $3.2 million for the three months ended March 31, 2017, as compared with the same period in 2016. We also experienced strong growth in our core structured cabling business, with revenues increasing $4.5 million for the three months ended March 31, 2017, compared with the three months ended March 31, 2016.

~~Gross Profit.~~Our Communications segment’s gross profit during the three months ended March 31, 2017 increased by $2.7 million compared to the three months ended March 31, 2016. Gross profit as a percentage of revenue decreased 1.6% to 15.1% for the three months ended March 31, 2017. The decline is driven, in part, by inefficiencies on certain projects during the quarter ended March 31, 2017. Additionally, margins have been affected by an increase in the volume of cost-plus work performed in the quarter ended March 31, 2017. This work is generally lower risk and is typically performed at lower margins than the fixed price arrangements which comprise the majority of the work we perform.

~~Selling, General and Administrative Expenses.~~ Our Communications segment’s selling, general and administrative expenses increased by $1.1 million, or 22.9%, during the three months ended March 31, 2017, compared to the three months ended March 31, 2016, as a result of higher personnel cost, particularly related to additional personnel in sales and estimating in support of our growing business. Selling, general and administrative expenses as a percentage of revenues in the Communications segment decreased 2.8% to 9.9% of segment revenue during the three months ended March 31, 2017, compared to the three months ended March 31, 2016, largely as we benefitted from the increased scale of our operations.

~~Revenue.~~~~Our Communications segment revenues increased by $34.9 million during the six months ended March 31, 2017, a 43.5% increase compared to the six months ended March 31, 2016~~.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 $15.5 million for the six months ended March 31, 2017, compared with the six months ended March 31, 2016, and revenues from manufacturing and retail distribution centers

increased by $5.4 million for the six months ended March 31, 2017, as compared with the same period in 2016. Additionally, we continue to expand our business in areas such as retail distribution centers, audio visual and security, and wireless access. We also experienced strong growth in our core structured cabling business, with revenues increasing $7.4 million for the six months ended March 31, 2017, compared with the six months ended March 31, 2016.

~~Gross Profit.~~Our Communications segment’s gross profit during the six months ended March 31, 2017, increased $2.5 million, or 17.1%, as compared to the six months ended March 31, 2016. Gross profit as a percentage of revenue decreased 3.4% to 15.0% for the six months ended March 31, 2017. The decline is driven, in part, by inefficiencies on certain projects during the six months ended March 31, 2017. Additionally, margins have been affected by an increase in the volume of cost-plus work performed in the six months ended March 31, 2017. This work is generally lower risk, and is typically performed at lower margins than the fixed price arrangements which comprise the majority of the work we perform.

~~Selling, General and Administrative Expenses.~~ Our Communications segment’s selling, general and administrative expenses increased $2.1 million, or 22.1%, during the six months ended March 31, 2017, compared to the six months ended March 31, 2016, as a result of higher personnel cost, including increased incentive compensation associated with higher earnings. Additionally, we have continued to invest in the necessary infrastructure to support the growing volume of business. Selling, general and administrative expenses as a percentage of revenues in the Communications segment decreased 1.8% to 10.3% of segment revenue during the six months ended March 31, 2017, compared to the six months ended March 31, 2016, as we benefitted from the increased scale of our operations.

~~Revenue.~~Our Residential segment’s revenues increased by $14.5 million during the three months ended March 31, 2017, an increase of 27.2% as compared to the three months ended March 31, 2016. The increase is driven by our multi-family business, where revenues increased by $10.7 million for the three months ended March 31, 2017, compared with the three months ended March 31, 2016. The increased activity in the second quarter of fiscal 2017 is driven in large part by work performed on projects which were delayed in fiscal 2016. Single-family construction revenues increased by $5.3 million, primarily driven by our Texas operations, where the economy has experienced continued growth and population expansion. Revenues from cable installations and solar decreased by $0.8 million and $0.7 million, respectively, during the three months ended March 31, 2017, as compared with the same period in 2016.

~~Gross Profit.~~During the three months ended March 31, 2017, our Residential segment experienced a $2.8 million, or 21.9%, increase in gross profit as compared to the three months ended March 31, 2016. The increase in gross profit was driven primarily by the increase in revenue. Gross margin as a percentage of revenue for our single family business remained flat during the quarter ended March 31, 2017, as compared with the quarter ended March 31, 2016.

~~Selling, General and Administrative Expenses.~~ Our Residential segment experienced a $2.0 million, or 22.7%, increase in selling, general and administrative expenses during the three months ended March 31, 2017, compared to the three months ended March 31, 2016, primarily as a result of higher variable compensation and a $1.4 million increase in incentive costs associated with increased profitability. Selling, general and administrative expenses as a percentage of revenues in the Residential segment decreased to 16.1% of segment revenue during the three months ended March 31, 2017, compared to 16.7% in the three months ended March 31, 2016, as we benefitted from the increased scale of our operations.

   Six Months Ended March 31,
   2017 2016
   $    % $    %
   (Dollars in thousands, Percentage of revenues)
Revenue
   $ 134,365    100.0 % $ 105,514    100.0 %
Gross profit
   31,302    23.3 % 24,443    23.2 %
Selling, general and administrative expenses
   21,485    16.0 % 17,620    16.7 %

~~Revenue.~~Our Residential segment revenues increased by $28.9 million during the six months ended March 31, 2017, an increase of 27.3% as compared to the six months ended March 31, 2016. The increase is driven by our multi-family business, where revenues increased by $21.1 million for the six months ended March 31, 2017, compared with the six months ended March 31, 2016. For the six months ended March 31, 2017, we continued to benefit from work on multi-family projects which were delayed at the end of fiscal 2016. Single-family construction revenues increased by $9.7 million, primarily driven by our Texas operations, where the economy has experienced continued growth and population expansion. Revenue from solar installations decreased by $1.7 million, and cable and service revenues decreased by $0.3 million for six months ended March 31, 2017, as compared with the same period in 2016.

~~Gross Profit.~~During the six months ended March 31, 2017, our Residential segment experienced a $6.9 million, or 28.1%, increase in gross profit as compared to the six months ended March 31, 2016. Gross profit increased primarily due to a higher volume of work. Gross margin percentage remained flat.

~~Selling, General and Administrative Expenses.~~ Our Residential segment experienced a $3.9 million, or 21.9%, increase in selling, general and administrative expenses during the six months ended March 31, 2017, compared to the six months ended March 31, 2016, driven by increased compensation expense, primarily as a result of an increase of $2.8 millionreduction in variable compensation and incentive costs associated with increased profitability. Selling, general and administrative expenses as a percentage of revenues in the Residential segment decreased 0.7% to 16.0% of segment revenue during the six months ended March 31, 2017, as we benefitted from the increased scale of our operations.expense.


	Three Months Ended March 31,										Three Months Ended March 31,
	2017					2016					2018					2017
	$		%			$		%			$			%		$			%
	(Dollars in thousands, Percentage of revenues)										(Dollars in thousands, Percentage of revenues)
Revenue	$	55,272		100.0	%	$	54,146		100.0	%	$	65,589			100.0%	$	55,272			100.0%
Cost of services												59,068			90.1%		52,604			95.2%

Gross profit		2,668		4.8	%		5,200		9.6	%		6,521			9.9%		2,668			4.8%
Selling, general and administrative expenses		5,261		9.5	%		4,603		8.5	%		6,849			10.4%		5,261			9.5%
Gain on sale of assets												(17	)		0.0%		(8	)		0.0%

Operating Income												(311	)		-0.5%		(2,585)			-4.7%

Revenue.Revenues in our Commercial & Industrial segment increased ~~$1.1~~$10.3 million, or 18.7%, during the three months ended March 31, 2018, compared to the three months ended March 31, 2017. The increase was largely driven by revenues at businesses acquired in the third and fourth quarters of fiscal 2017, which contributed an additional $10.5 million during the three months ended March 31, ~~2017, an increase of 2.1%~~2018, compared to the three months ended March 31, ~~2016. The~~2017. Additionally, increased bid volume at several of our branches also contributed to the overall increase in ~~revenue was driven~~revenues. These increases were offset by ~~revenue from~~a $5.5 million decrease relating to our Denver and Roanoke branches, which are in the ~~Shanahan and STR acquisitions.~~process of winding down operations. The market for this segment’s services remains highly competitive.

Gross Profit. Our Commercial & Industrial segment’s gross profit during the three months ended March 31, ~~2017, decreased~~2018, increased by ~~$2.5~~$3.9 million, ~~or 48.7%,~~ as compared to the three months ended March 31, ~~2016. Gross margin decreased from 9.6% for~~2017. The increase is due to both the $2.5 million reduction in losses at our Denver and Roanoke branches, which are in the process of winding down operations, and $1.6 million of additional gross profit contributed by our fiscal 2017 acquisitions during the three months ended March 31, ~~2016,~~2018, compared to ~~4.8% for~~ the three months ended March 31, 2017, driven by project inefficiencies for the three months ended March 31, 2017, as compared with the same period in 2016. These inefficiencies were caused by labor cost overruns on four of our projects at two of our commercial branches in connection with the acceleration of schedules by our customers, as well as high rates of employee turnover. We expect these jobs to be largely completed in the third quarter of fiscal 2017, but they will continue to impact our margins through project completion. The Shanahan and STR acquisitions contributed $0.4 million of the increase in gross margin. These newly acquired businesses continue to perform well, and have generally performed at higher gross margins than our existing business.2017.

Selling, General and Administrative Expenses.Our Commercial & Industrial segment’s selling, general and administrative expenses during the three months ended March 31, ~~2017,~~2018, increased ~~$0.7~~$1.6 million, or ~~14.3%~~30.2%, compared to the three months ended March 31, ~~2016.~~2017. Selling, general and administrative expenses as a percentage of revenues increased ~~1.0%~~0.9% to ~~9.5%~~10.4% during the three months ended March 31, ~~2017,~~2018, compared to the three months ended March 31, ~~2016.~~2017. The ~~Shanahan and STR acquisitions contributed $0.5 million of the increase. Additionally, we incurred additional compensation costs to transition employees of an acquired business~~increase relates primarily to our ~~policy for paid time off.~~

   Six Months Ended March 31,
   2017 2016
   $    % $    %
   (Dollars in thousands, Percentage of revenues)
Revenue
   $ 109,228    100.0 % $ 99,410    100.0 %
Gross profit
   8,774    8.0 % 10,056    10.1 %
Selling, general and administrative expenses
   9,585    8.8 % 8,242    8.3 %
The following table summarizes the results of our Denver and Roanoke branches, which are in the process of winding down operations. These results are included in the consolidated Commercial & Industrial results shown above:

Revenue.Revenues in our Commercial & Industrial segment increased ~~$9.8~~$9.4 million during the six months ended March 31, ~~2017,~~2018, an increase of ~~9.9%~~8.6% compared to the six months ended March 31, 2018. The increase in revenue over this period was driven by our fiscal 2017 acquisitions, which contributed $19.6 million of additional revenue during the six months ended March 31, 2018 compared to the six months ended March 31, 2017. ~~The~~This increase in revenue was ~~driven~~partly offset by a $12.7 million decrease in revenue attributable to the winding down of operations at our Denver and ~~Nebraska~~Roanoke locations for the six months ended March 31, ~~2017,~~2018, as compared with the six months ended March 31, ~~2016. Revenue for the six months ended March 31, 2017, also increased by $7.8 million from the Shanahan and STR acquisitions.~~2017. The market for this segment’s services remains highly competitive.

Gross Profit. Our Commercial & Industrial segment’s gross profit during the six months ended March 31, ~~2017, decreased 12.8%~~2018, increased by $2.6 million, or 29.5%, as compared to the six months ended March 31, ~~2016.~~2017. As a percentage of revenue, gross profit ~~decreased~~increased from ~~10.1% for the six months ended March 31, 2016, to~~ 8.0% for the six months ended March 31, ~~2017. This decrease was due~~2017, to the effects of project delays and resulting inefficiencies. These inefficiencies were caused by labor cost overruns on four of our projects at two of our commercial branches in connection with the acceleration of schedules by our customers and high rates of employee turnover. We believe certain of the additional costs we incurred were caused by the actions of others, and as such, we are evaluating any potential recoveries and claims associated with these costs. As of March 31, 2017, we have not recorded any benefit related to any such recoveries or claims. We believe certain of the additional costs we incurred were caused by the actions of others, and as such, we are evaluating any potential recoveries and claims associated with these costs. As of March 31, 2017, we have not recorded any benefit related to any such recoveries or claims. We expect these jobs to be largely completed in the third quarter of fiscal 2017, but they will continue to impact our margins through project completion. Our Shanahan and STR acquisitions contributed $1.3 million of additional margin9.6% for the six months ended March 31, 2018. The increase was driven by $3.1 million of additional gross profit contributed by our fiscal 2017 acquisitions during the six months ended March 31, 2018, compared to the six months ended March 31, 2017. Additionally, for the six months ended March 31, 2018, gross margin improved by $2.1 million compared with the ~~same~~six months ended March 31, 2017 at our Denver and Roanoke branches, which are in the process of winding down operations. These increases were partly offset by a benefit we received from a change order on a large project in the six months ended March 31, 2017. Additionally, results for the six months ended March 31, 2018 were affected by an increase in workers’ compensation expense in the first quarter of fiscal 2018, as a result of claims incurred related to certain incidents which occurred prior to fiscal 2018. As we are effectively self-insured with respect to workers’ compensation, we may incur costs related to a claim in a reporting period ~~prior year. These newly acquired businesses continue~~subsequent to ~~perform well,~~the incident related to the claim, and ~~have generally performed at higher gross margins than our existing business.~~expense can vary significantly from period to period, depending on the timing of claims development. See Note 12, “Commitments and Contingencies” for further discussion.

Selling, General and Administrative Expenses.Our Commercial & Industrial segment’s selling, general and administrative expenses during the six months ended March 31, ~~2017,~~2018, increased ~~$1.3~~$3.1 million, or ~~16.3%~~31.9%, compared to the six months ended March 31, ~~2016,~~2017, and increased ~~slightly~~1.9% as a percentage of revenue. The increase was driven by ~~the acquisition of the Shanahan and STR businesses,~~our fiscal 2017 acquisitions, where selling, general and administrative expense for the six months ended March 31, ~~2017,~~2018, increased by ~~$0.9~~$2.1 million. The remaining increase relates primarily to employee expense associated with management hired to provide additional oversight at the regional and branch levels.

The following table summarizes the results of our Denver and Roanoke branches, which are in the process of winding down operations. These results are included in the consolidated Commercial & Industrial segment results shown above:

Revenue.Our Communications segment’s revenues decreased by $11.4 million during the three months ended March 31, 2018, primarily as a result of $6.8 million of revenue we received in the three months ended March 31, 2017 on a large system upgrade project for a school district. This project was completed in fiscal 2017. Revenues in our Communications segment can vary from quarter to quarter based on the capital spending cycles of our customers.

Gross Profit.Our Communications segment’s gross profit during the three months ended March 31, 2018, increased by $0.1 million compared to the three months ended March 31, 2017. Gross profit as a percentage of revenue increased 3.5% to 18.6% for the three months ended March 31, 2018, primarily as a result of improved project execution.

Selling, General and Administrative Expenses. Our Communications segment’s selling, general and administrative expenses increased by $0.1 million, or 1.3%, during the three months ended March 31, 2018, compared to the three months ended March 31, 2017. Selling, general and administrative expenses as a percentage of revenues in the Communications segment increased 2.4% to 12.3% of segment revenue during the three months ended March 31, 2018, compared to the three months ended March 31, 2017. The increase is a result of higher personnel cost, particularly related to higher incentive compensation expense in connection with improved profitability and cash flows, as well as continuing investment to support anticipated growth.

Revenue.Our Communications segment revenues decreased by $10.3 million during the six months ended March 31, 2018, primarily as a result of $6.8 million of revenue we received in the three months ended March 31, 2017 on a large system upgrade project for a school district. This project was completed in fiscal 2017. Revenues in our Communications segment can vary from quarter to quarter based on the capital spending cycles of our customers.

Gross Profit.Our Communications segment’s gross profit during the six months ended March 31, 2018, increased $1.2 million, or 7.0%, as compared to the six months ended March 31, 2017. Gross profit as a percentage of revenue increased 2.6% to 17.6% for the six months ended March 31, 2018. The increase is driven, primarily by improved project execution.

Selling, General and Administrative Expenses. Our Communications segment’s selling, general and administrative expenses increased $0.5 million, or 3.8%, during the six months ended March 31, 2018, compared to the six months ended March 31, 2017. Selling, general and administrative expenses as a percentage of revenues in the Communications segment increased by 1.4% to 11.7% of segment revenue during the six months ended March 31, 2018, compared to the six months ended March 31, 2017. The increase is a result of higher personnel cost, including increased incentive compensation associated with higher profitability and cash flows. Additionally, we have continued to invest in the necessary infrastructure to support anticipated growth.


	Three Months Ended March 31,										Three Months Ended March 31,
	2017					2016					2018				2017
	$		%			$		%			$		%		$			%
	(Dollars in thousands, Percentage of revenues)										(Dollars in thousands, Percentage of revenues)
Revenue	$	18,793		100.0	%	$	13,097		100.0	%	$	23,866		100.0%	$	18,793			100.0%
Cost of services												18,842		78.9%		14,515			77.2%

Gross profit		4,278		22.8	%		3,257		24.9	%		5,024		21.1%		4,278			22.8%
Selling, general and administrative expenses		4,222		22.5	%		3,115		23.8	%		4,637		19.4%		4,222			22.5%
Contingent consideration		83		0.4	%		266		2.0	%		71		0.3%		83			0.4%
Loss on sale of assets		6		0.0	%		775		5.9	%		6		0.0%		6			0.0%

Operating income (loss)												310		1.3%		(33	)		-0.2%

Revenue.Revenues in our Infrastructure Solutions segment increased ~~$5.7~~$5.1 million during the three months ended March 31, ~~2017,~~2018, an increase of ~~43.5%~~27.0% compared to the three months ended March 31, ~~2016.~~2017. The increase in revenue was driven primarily by additional revenue of ~~$6.7~~$4.5 million contributed by ~~our~~the acquisition of Freeman Enclosures in the second quarter of fiscal 2016 and 2017 acquisitions. This increase was partly offset by the disposal in April 2016 of substantially all of the operating assets of our engine components business, which we determined was no longer a core asset for our Infrastructure Solutions business. This business contributed $0.6 million in revenue during the three months ended March 31, 2016, which was not repeated during the three months ended March 31, 2017.

Gross Profit. Our Infrastructure Solutions segment’s gross profit during the three months ended March 31, ~~2017~~2018, increased ~~$1.0~~$0.7 million as compared to the three months ended March 31, ~~2016. The increase is primarily driven by $1.3 million of additional margin contributed by our fiscal 2016 and 2017 acquisitions. During the quarter ended March 31, 2017, our gross margin~~2017. Gross profit as a percentage of revenue ~~was~~decreased 1.7% to 21.1%. Margins are primarily affected ~~negatively~~ by the mix of work ~~we performed at the Technibus business. In particular, experienced production inefficiencies as we performed a higher than typical proportion of isolated-phase bus projects as compared withnon-segregated~~ ~~bus duct projects. This increase in margin provided by acquired businesses was slightly offset by a decline in margin in our motor repair business.~~performed.

Selling, General and Administrative Expenses.Our Infrastructure Solutions segment’s selling, general and administrative expenses during the three months ended March 31, ~~2017~~2018, increased ~~$1.1~~$0.4 million compared to the three months ended March 31, ~~2016. The increase was primarily the~~2017, largely as a result of ~~the fiscal 2016~~general and ~~2017 acquisitions,~~administrative expenses at Freeman Enclosures, which ~~contributed to the increase by $1.5 million~~was acquired during the ~~three months ended March 31,~~second quarter of fiscal 2017.


	Six Months Ended March 31,											Six Months Ended March 31,
	2017						2016					2018					2017
	$			%			$		%			$		%			$			%
	(Dollars in thousands, Percentage of revenues)											(Dollars in thousands, Percentage of revenues)
Revenue	$	37,270			100.0	%	$	25,712		100.0	%	$	45,551		100.0	%	$	37,270			100.0	%
Cost of services													35,842		78.7	%		27,617			74.1	%

Gross profit		9,653			25.9	%		6,204		24.1	%		9,709		21.3	%		9,653			25.9	%
Selling, general and administrative expenses		8,322			22.3	%		5,814		22.6	%		9,194		20.2	%		8,322			22.3	%
Contingent consideration		83			0.2	%		266		1.0	%		71		0.2	%		83			0.2	%
Loss (gain) on sale of assets		(2	)		0.0	%		776		3.0	%		5		0.0	%		(2	)		0.0	%

Operating income													439		1.0	%		1,250			3.4	%

Revenue.Revenues in our Infrastructure Solutions segment increased ~~$11.6~~$8.3 million during the six months ended March 31, ~~2017,~~2018, an increase of ~~45.0%~~22.2% compared to the six months ended March 31, ~~2016.~~2017. The increase was primarily driven by ~~$14.0~~$10.0 million of additional revenue contributed by ~~our~~Freeman Enclosures, which we acquired during the second quarter of fiscal 2016 and 2017 acquisitions. These increases were partly offset by a $1.8 million decrease in revenue from our engine components business. Substantially all of the operating assets of our engine components business were sold in April 2016 to a third party.2017.

Gross Profit. Our Infrastructure Solutions segment’s gross profit during the six months ended March 31, ~~2017,~~2018, increased ~~$3.4~~$0.1 million as compared to the six months ended March 31, ~~2016. The increase is primarily driven~~2017. Gross profit as a percentage of revenues decreased 4.6% to 21.3% for the six months ended March 31, 2018. Margins are affected by ~~$3.7 million~~the mix of ~~additional gross profit contributed by our fiscal 2016 and 2017 acquisitions, slightly offset by a decrease in gross margins at our motor repair business.~~work performed.

Selling, General and Administrative Expenses.Our Infrastructure Solutions segment’s selling, general and administrative expenses during the six months ended March 31, ~~2017,~~2018, increased ~~$2.5~~$0.9 million compared to the six months ended March 31, ~~2016.~~2017. The increase was primarily the result of general and administrative costs incurred ~~by our fiscal 2016 and 2017 acquisitions,~~at Freeman Enclosures, which increased ~~$2.9~~$0.8 million for the six months ended March 31, 2018.

Revenue.Our Residential segment’s revenues decreased by $1.9 million during the three months ended March 31, 2018, a decrease of 2.9% as compared to the three months ended March 31, 2017. The decrease is driven by our multi-family business, where revenues decreased by $7.0 million for the three months ended March 31, 2018, compared with the three months ended March 31, 2017. The quarter ended March 31, 2017, ~~including intangible amortization for these acquisitions. These additional costs were slightly~~benefitted from a historically high level of backlog, which was the result of project delays in the previous fiscal year. Our current multi-family backlog has returned to a more typical level. This decrease was partly offset by ~~reduced expense~~our single-family business, where revenues increased by $3.9 million. Service and solar revenues also increased by $1.2 million for the three months ended March 31, 2018, compared with the same period in the prior year.

Gross Profit.During the three months ended March 31, 2018, our ~~motor repair business~~Residential segment experienced a $2.6 million, or 16.9%, decrease in gross profit as compared to the three months ended March 31, 2017. The decrease in gross profit was driven primarily by an increase in copper and other commodity prices, as we experienced favorable commodity prices in the ~~elimination~~quarter ended March 31, 2017, as well as an increase in labor costs, as a result of ~~$0.3~~tightening labor markets. Gross margin as a percentage of revenue decreased 3.3% to 19.6% during the quarter ended March 31, 2018, as compared with the quarter ended March 31, 2017.

Selling, General and Administrative Expenses. Our Residential segment experienced a $1.2 million, ofor 11.4%, decrease in selling, general and administrative ~~costs associated~~expenses during the three months ended March 31, 2018, compared to the three months ended March 31, 2017, primarily as a result of lower incentive compensation expense in connection with ~~our engine components business.~~lower profitability. Selling, general and administrative expenses as a percentage of revenues in the Residential segment decreased to 14.7% of segment revenue during the three months ended March 31, 2018, compared to 16.1% in the three months ended March 31, 2017.

~~Contingent Consideration.~~Revenue.Results of operations from Calumet Armature & Electric, LLC (“Calumet”), which we acquired in October 2015, have outperformed forecast measures used in our original valuation of the contingent consideration agreement, which we performed following the acquisition. We recorded additional contingent consideration expense of $83 thousand and $0.3Our Residential segment revenues increased by $0.8 million during the six months ended March 31, ~~2017 and 2016, respectively.~~

~~Loss on Sale~~2018, an increase of ~~Asset.~~~~We recognized $0.8~~0.6% as compared to the six months ended March 31, 2017. The increase is driven by our single-family business, where revenues increased by $9.4 million ~~in conjunction~~for the six months ended March 31, 2018, compared with the ~~write down~~six months ended March 31, 2017. Service and solar revenues also increased by $2.1 million for the six months ended March 31, 2018, compared with the same period in the prior year. These increases were partly offset by a decrease in multi-family revenues, which declined by $10.7 million. The six months ended March 31, 2017, benefitted from a historically high level of backlog, which was the result of project delays in the previous fiscal year. Our current multi-family backlog has returned to ~~net realizable value~~a more typical level.

Gross Profit. During the six months ended March 31, 2018, our Residential segment experienced a $3.9 million, or 12.6%, decrease in gross profit as compared to the six months ended March 31, 2017. The decrease in gross profit was driven primarily by an increase in copper and other commodity prices, as we experienced favorable commodity prices in the six months ended March 31, 2017, as well as an increase in labor costs, as a result of ~~certain assets related~~tightening labor markets. Gross margin as a percentage of revenue decreased 3.1% to ~~our engine component business~~20.2% during the six months ended March 31, ~~2016. The sale~~2018, as compared with the six months ended March 31, 2017.

Selling, General and Administrative Expenses. Our Residential segment experienced a $1.4 million, or 6.7%, decrease in selling, general and administrative expenses during the six months ended March 31, 2018, compared to the six months ended March 31, 2017, driven by decreased compensation expense, primarily as a result of ~~these assets~~a decrease of $0.7 million in variable compensation and incentive costs associated with decreased profitability. Selling, general and administrative expenses as a percentage of revenues in the Residential segment decreased by 1.2% to ~~a third party pursuant to an asset purchase agreement was finalized in April 2016.~~14.8% of segment revenue during the six months ended March 31, 2018.

During the three months ended March 31, 2018, we incurred interest expense of $0.5 million primarily comprised of interest expense from our term loan facility with Wells Fargo Bank, N.A. (“Wells Fargo”), an average letter of credit balance of $6.4 million under our revolving credit facility and an average unused line of credit balance of $28.5 million. This compares to interest expense of $0.4 million for the three months ended March 31, 2017, primarily comprised of interest expense from our term loan facility, an average letter of credit balance of $6.6 million under our revolving credit facility and ~~2016~~an average unused line of credit balance of $33.2 million.

During the ~~three~~six months ended March 31, ~~2017,~~2018, we incurred interest expense of ~~$0.4~~$0.9 million primarily comprised of interest expense from our revolving credit facility, an average letter of credit balance of ~~$6.6~~$6.4 million and an average unused line of credit balance of ~~$33.2~~$24.3 million. This compares to interest expense of ~~$0.3~~$0.9 million for the three months ended March 31, 2016, primarily comprised of interest expense from our revolving credit facility and average letter of credit and unused line of credit balances of $6.9 million and $42.9 million, respectively.

~~During the six months ended March 31, 2017, we incurred interest expense of $0.9 million~~ primarily comprised of interest expense from our revolving credit facility, an average letter of credit balance of $6.7 million and an average unused line of credit balance of $33.1 million. This compares to interest expense of $0.6 million for the six months ended March 31, 2016, primarily comprised of interest expense from our revolving credit facility, an average letter of credit balance of $6.9 million and an average unused line of credit balance of $42.9 million.

We ~~reported a provision~~recorded income tax expense of $1.4 million for the three months ended March 31, 2018, compared to income ~~taxes~~tax expense of $0.7 million for the three months ended March 31, ~~2017, compared to a provision~~2017.

We recorded income tax expense of ~~$.01~~$33.6 million for the ~~three~~six months ended March 31, ~~2016.~~

~~We reported a provision for~~2018, compared to income ~~taxes~~tax expense of $3.3 million for the six months ended March 31, ~~2017, compared to a benefit of $0.9 million for~~2017.

~~The increase in~~2018, our income tax expense ~~for both~~included a preliminary charge of $31.5 million tore-measure our deferred tax assets and liabilities to reflect the ~~three and six months ended March 31, 2017, as compared to~~estimated impact of the ~~three and six months ended March 31, 2016, is due to the release of a valuation allowance~~new statutory tax rate enacted during the quarter ended September 30, 2016. As a result of the valuation allowance release during the quarter ended September 30, 2016, tax expense is no longer reduced by a corresponding valuation allowance release. See Note~~9-Income~~ ~~Taxes in our Form10-K~~ for the year ended September 30, 2016, for further discussion of the release of this valuation allowance. Additionally, for the six months ended March 31, 2016, we recognized a benefit of $1.4 million related to the release of valuation allowance in connection with the acquisition of deferred tax liabilities related to Shanahan and Calumet.quarter.

Management’s discussion and analysis of financial condition and results of operations is based upon our Condensed Consolidated Financial Statements included in this report on Form10-Q, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of ~~these financial statements~~our Condensed Consolidated Financial Statements requires us to make estimates and ~~judgments~~assumptions that affect the reported amounts of assets and liabilities, ~~revenues and expenses, and related disclosure~~disclosures of contingent assets and ~~liabilities. On an ongoing~~liabilities known to exist as of the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses recognized during the periods presented. We review all significant estimates affecting our Condensed Consolidated Financial Statements on a recurring basis ~~we evaluate~~and record the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on our beliefs and assumptions derived from information available at the same time such judgments and estimates are made. Uncertainties with respect to such estimates and ~~judgments, including~~assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from 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.~~estimates.

Backlog is a measure of revenue that we expect to recognize from work that has yet to be performed on uncompleted contracts and from work that has been contracted but has not started, exclusive of short-term projects. While all of our backlog is supported by documentation from customers authorizing the performance of future work, backlog is not a guarantee of future revenues, as contractual commitments may change and our performance may vary. Not all of our work is performed under contracts included in backlog; for example, most of the apparatus repair work that is completed by our Infrastructure Solutions segment is performed under master service agreements on an as needed basis. Additionally, electrical installation services for single-family housing at our Residential segment is completed on a short-term basis and is therefore excluded from backlog. In addition, certain service work is performed under master service agreements on anas-needed basis. Our backlog has ~~decreased~~increased from ~~$341~~$331 million at September 30, ~~2016,~~2017, to ~~$335~~$343 million at March 31, 2017. The decrease relates to an increase in work performed on certain Residential multi-family projects which were delayed at September 30, 2016, and the completion of certain large projects at our Communications segment.2018.

During the six months ended March 31, ~~2017,~~2018, working capital exclusive of cash ~~increased~~decreased by ~~$10.6~~$1.4 million from September 30, ~~2016,~~2017, reflecting a ~~$17.8~~$12.6 million ~~increase~~decrease in current assets excluding cash and a ~~$7.2~~$11.2 million ~~increase~~decrease in current liabilities during the period.

During the six months ended March 31, ~~2017,~~2018, our current assets exclusive of cash ~~increased~~decreased to ~~$194.5~~$190.9 million, as compared to ~~$176.8~~$203.5 million as of September 30, ~~2016. The increase included $5.4 million of current assets associated with the Freeman acquisition in March~~ 2017. The ~~remaining increase was driven by~~decrease primarily relates to a ~~$2.8~~$15.7 million ~~increase~~decrease in ~~prepaid expenses~~accounts receivable and other current assets, as well as a $3.5 million increase in costs and estimated earnings in excess of billings and a $3.3 million increase in inventory excluding the inventory acquired in the Freeman transaction. The increase in prepaid expenses and other current assets is driven by the timing of certain prepaid insurance policies during the year. The increase in costs and estimated earnings in excess of billings is the result of an increase in the amount of work performed at our Communications segment under cost plus arrangements. These cost plus arrangements typically take longer to bill than the fixed price arrangements that are more common for the business. Inventory increased primarily at our Residential segment due to the timing of a large wire purchase.retainage. Days sales outstanding ~~(“DSOs”) increased~~decreased to 6459 at March 31, ~~2017~~2018, from 6066 at September 30, ~~2016.~~2017. While the rate of collections may vary, our typically secured position, resulting from our ability in general to secure liens against our customers’ overdue receivables, ~~reasonably assures~~offers some protection that collection will occur eventually to the extent that our security retains value.

During the six months ended March 31, ~~2017,~~2018, our total current liabilities ~~increased~~decreased by ~~$7.2~~$11.2 million to ~~$140.3~~$139.4 million, compared to ~~$133.1~~$150.6 million as of September 30, ~~2016. The increase was~~2017, primarily ~~the result of $5.5 million of~~related to a decrease in accounts payable and accrued ~~liabilities added~~liabilities.

The decreases in both accounts receivable and accounts payable are typical for the six months of our fiscal year, based on a slowing of activity around the end of the calendar year, combined with ~~the Freeman acquisition in March 2017.~~winter weather related project delays.

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 March 31, ~~2017,~~2018, the estimated cost to complete our bonded projects was approximately ~~$38.9~~$60.1 million.

~~On April 10, 2017, we entered into an amendment and restatement to our~~We maintain a $100 million revolving credit facility ~~(the “Second~~with Wells Fargo Bank, N.A. that matures in August 2021 (as amended, the “Credit Facility”), pursuant to a Second Amended and Restated Credit and Security ~~Agreement”~~Agreement with Wells Fargo Bank, N.A., orwhich was further amended on July 14, 2017, and August 2, 2017 (as amended, the “Amended Credit Agreement”) ~~with Wells Fargo Bank, N.A. Pursuant to the Amended Credit Agreement, our maximum revolver amount increased from $70 million to $100 million, and the maturity date of the revolving credit~~

facility was extended from August 9, 2019 to August 9, 2021. The Amended Credit Agreement also modified our financial covenants by, among other items, implementing a new covenant that requires the Company to maintain a minimum EBITDA (as defined in the Amended Credit Agreement) that will be tested quarterly on a trailing twelve month basis; increasing the minimum Liquidity (as defined in the Amended Credit Agreement) requirement applicable to the Company from 12.5% to 30% of the maximum revolver amount; raising the Company’s required Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) (the “FCCR”) to 1.1:1.0 from 1.0:1.0; and requiring that the FCCR be tested quarterly regardless of the Company’s Liquidity levels..

The ~~Amended~~ Credit ~~Agreement continues to contain other~~Facility contains customary affirmative, negative and financial covenants as well as events of default.

As of March 31, ~~2017,~~2018, we were in compliance with the financial covenants under the Amended Credit Agreement, requiring that we maintain:

At March 31, ~~2017,~~2018, our Liquidity was ~~$61.5~~$79.5 million, our Excess Availability was ~~$40.7~~$43.7 million (or greater than 50% of minimum Liquidity), our ~~FCCR~~Fixed Charge Coverage Ratio was ~~15.4:~~5.8:1.0; and our EBITDA, as defined in the Amended Credit Agreement for the four quarters ended March 31, ~~2017~~2018 was ~~$36.2~~$36.3 million.

~~Our FCCR is calculated as follows (with capitalized terms as defined in the Amended Credit Agreement): (i) our trailing twelve month EBITDA, lessnon-financed~~ capital expenditures (other than capital expenditures financed by means of an advance under the credit facility), cash taxes and all Restricted Junior Payments consisting of certain pass-through tax liabilities, divided by (ii) the sum of our cash interest (other than~~interest paid-in-kind, amortization~~ ~~of financing fees, andother non-cash interest~~ expense) and principal debt payments (other than repayment of principal on advances under the credit facility and including cash payments with respect to capital leases), any management, consulting, monitoring, and advisory fees paid to an affiliate, and all Restricted Junior Payments (other than pass-through tax liabilities) and other cash distributions; provided, that if any acquisition is consented to by lender after the date of the Amended Credit Agreement, the components of the FCCR will be calculated for such fiscal period after giving ~~pro forma~~ ~~effect to the acquisition assuming that such transaction has occurred on the first day of such period (including~~ ~~pro forma~~ adjustments arising out of events which are directly attributable to such acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be reasonably agreed to by the lender).

~~As defined in the Amended Credit Agreement, 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 (including, but not limited to,a non-cash impairment~~ charge or write-down), interest expense, income taxes, depreciation and amortization and increases in any change in LIFO reserves, in each case, determined on a consolidated basis in accordance with GAAP; provided, that if any acquisition is consented to by lender after the date of the Amended Credit Agreement, EBITDA for such fiscal period shall be calculated after giving ~~pro forma~~ ~~effect to the acquisition assuming that such transaction has occurred on the first day of such period (including~~ ~~pro forma~~ adjustments arising out of events which are directly attributable to such acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be reasonably agreed to by Lender).

If in the future our Liquidity falls below $30 million (or Excess Availability falls below 50% ofor our minimum Liquidity), our ~~FCCR~~Fixed Charge Coverage Ratio is less than 1.1:1.0, we fail to meet our minimum EBITDA requirement, or if we otherwise fail to perform or otherwise comply with certain of our covenants or other agreements under the Amended Credit Agreement, it would result in an event of default under the Amended Credit Agreement, which could result in some or all of our indebtedness becoming immediately due and payable.

At March 31, ~~2017,~~2018, we had ~~$6.6~~$6.4 million in outstanding letters of credit with Wells Fargo Bank, N.A and outstanding borrowings of $30.2 million.

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 ~~$2.7~~$11.2 million during the six months ended March 31, ~~2017,~~2018, as compared to ~~$18.3~~$2.7 million of net cash provided in the six months ended March 31, ~~2016.~~2017. The ~~decrease~~increase in operating cash flow ~~was~~resulted primarily ~~the result of increased~~from improved working capital ~~needs within~~at our Communications segment, ~~due to~~where we had a higher level of cost-plus arrangements in the ~~increase in cost-plus arrangements,~~six months ended March 31, 2018 as compared with March 31, 2017, under which the timing of ~~invoices to the customer~~collections from customers is later as compared to a typical ~~fixed price~~fixed-price contract.

Net cash used in investing activities was $2.4 million for the six months ended March 31, 2018, compared with $14.5 million for the six months ended March 31, ~~2017, compared with $9.4 million for the six months ended March 31, 2016.~~2017. We used cash of ~~$11.7 million related to the acquisition of Freeman and $2.9~~$2.3 million for purchases of fixed assets in the six months ended March 31, ~~2017.~~2018. For the six months ended March 31, ~~2016,~~2017, we used ~~$8.3~~$2.9 million ~~related to the acquisitions~~ of ~~Calumet and Shanahan, and $1.1 million~~cash for the purchase of fixed assets. We used $0.2 million in conjunction with business combinations in the six months ended March 31, 2018, compared to $11.7 million in the six months ended March 31, 2017.

Net cash used in financing activities for the six months ended March 31, ~~2017 included $0.4~~2018 was $1.3 million, ~~paid pursuant to our contingent consideration agreement~~compared with ~~the former owners~~a usage of ~~Calumet, and $0.1~~$0.5 million ~~distributed to ournon-controlling~~ ~~interest holders, offset by the return of $0.2 million in cash which had been restricted in support of letters of credit. There was no significant use of cash for financing activities~~ in the six months ended March 31, ~~2016.~~2017. We used $1.2 million in conjunction with our stock repurchase plan during the six months ended March 31, 2018. During the six months ended March 31, 2017, we used $0.4 million to make contingent consideration payments.

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. ~~The Company did not repurchase any of its common stock~~We purchased 79,817 shares pursuant to this program during the six months ended March 31, ~~2017.~~2018.

There have been no material changes in our contractual obligations and commitments from those disclosed in our Annual Report on Form10-K for the fiscal year ended September 30, ~~2016.~~2017.

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 ~~revolving credit facility.~~Amended Credit Agreement. For additional information see“Disclosure Regarding Forward-Looking Statements” in Part I of this Quarterly Report onForm ~~10-Q.~~10-Q and our risk factors in Item 1A. “Risk Factors”in our Annual Report on Form10-K for the fiscal year ended September 30, 2017.

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.

We are subject to interest rate risk on our floating interest rate ~~borrowings.~~borrowings on the Amended Credit Agreement. If LIBOR were to increase, our interest payment obligations on outstanding borrowings would increase, having a negative effect on our cash flow and financial condition. We currently do not maintain any hedging contracts that would limit our exposure to variable rates of interest when we have outstanding 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 revolving credit facility is structured on floating interest rate terms. A one percentage point increase in the interest rates on our long-term debt outstanding under the credit facility as of March 31, ~~2017,~~2018, would cause a $0.3 millionpre-tax annual increase in interest expense.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules13a-15 and15d-15 under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

In accordance withRules 13a-15 and15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 March 31, ~~2017,~~2018, 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 ~~SEC’s~~Securities and Exchange Commission’s 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.

For information regarding legal proceedings, see Note 12, ~~— Commitments~~“Commitments and Contingencies —– Legal ~~Matters~~Matters” in the Notes to our Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form10-Q, which is incorporated herein by reference.

There have been no material changes to the risk factors disclosed under Item ~~1A,~~1A. “Risk Factors”in our Annual Report on Form10-K for the fiscal year ended September 30, ~~2016.~~2017.

~~None.~~The following table presents information with respect to purchases of common stock of the Company made during the three months ended March 31, 2018:

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 May ~~5, 2017.~~4, 2018.


Delaware		76-0542208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
		(I.R.S. Employer Identification No.)


Large accelerated filer	☐		Accelerated filer	☒

Non-accelerated filer	☐	~~(Do~~ (Do not check if a smaller reporting company)	Smaller reporting company	☐

Emerging growth company	☐



	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of March 31, ~~2017~~2018 and September 30, ~~2016~~2017		56

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31, ~~2017~~2018 and ~~2016~~2017		67

Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, ~~2017~~2018 and ~~2016~~2017		89

Notes to Condensed Consolidated Financial Statements		910

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3. Quantitative and Qualitative Disclosures About Market Risk		34

Item 4. Controls and Procedures		34

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		34

Item 1A. Risk Factors		35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		36

Item 3. Defaults Upon Senior Securities		36

Item 4. Mine Safety Disclosures		36

Item 5. Other Information		36

Item 6. Exhibits		36

Signatures		38


	Contingent Consideration Agreements
Fair Value at September 30, 2017	$	786
Settlements		(390	)
Net Adjustments to Fair Value		71

Fair Value at March 31, 2018	$	467


	March 31, 2018		September 30, 2017
Raw materials	$	3,414	$	4,104
Work in process		4,197		3,731
Finished goods		1,605		1,692
Parts and supplies		8,374		7,396

Total inventories	$	17,590	$	16,923


	Three Months Ended March 31, 2016
							Commercial &			Infrastructure
	Communications			Residential			Industrial			Solutions			Corporate			Total
Revenues	$	39,351		$	53,387		$	54,146		$	13,097		$	—		$	159,981
Cost of services		32,767			40,616			48,946			9,840			—			132,169

Gross profit		6,584			12,771			5,200			3,257			—			27,812
Selling, general and administrative		4,979			8,906			4,603			3,115			2,664			24,267
Contingent Consideration		—			—			—			266			—			266
Loss on sale of assets		—			—			—			775			—			775

Income (loss) from operations	$	1,605		$	3,865		$	597		$	(899	)	$	(2,664	)	$	2,504

Other data:
Depreciation and amortization expense	$	135		$	121		$	252		$	455		$	68		$	1,031
Capital expenditures	$	479		$	102		$	37		$	114		$	—		$	732
Total assets	$	41,753		$	38,088		$	48,139		$	33,610		$	74,189		$	235,779

	Six Months Ended March 31, 2017
							Commercial &			Infrastructure
	Communications			Residential			Industrial			Solutions			Corporate			Total
Revenues	$	114,977		$	134,365		$	109,228		$	37,270		$	—		$	395,840
Cost of services		97,710			103,063			100,454			27,617			—			328,844

Gross profit		17,267			31,302			8,774			9,653			—			66,996
Selling, general and administrative		11,834			21,485			9,585			8,322			7,088			58,314
Contingent consideration		—			—			—			83			—			83
Gain on sale of assets		(1	)		(3	)		(7	)		(2	)		—			(13	)

Income (loss) from operations	$	5,434		$	9,820		$	(804	)	$	1,250		$	(7,088	)	$	8,612

Other data:
Depreciation and amortization expense	$	345		$	301		$	654		$	2,945		$	133		$	4,378
Capital expenditures	$	1,560		$	347		$	644		$	137		$	203		$	2,891
Total assets	$	68,475		$	50,743		$	54,485		$	107,535		$	126,736		$	407,974

	Six Months Ended March 31, 2016
							Commercial &			Infrastructure
	Communications			Residential			Industrial			Solutions			Corporate			Total
Revenues	$	80,111		$	105,514		$	99,410		$	25,712		$	—		$	310,747
Cost of services		65,369			81,071			89,354			19,508			—			255,302

Gross profit		14,742			24,443			10,056			6,204			—			55,445
Selling, general and administrative		9,692			17,620			8,242			5,814			5,410			46,778
Contingent Consideration		—			—			—			266			—			266
Loss on sale of assets		—			—			—			776			—			776

Income (loss) from operations	$	5,050		$	6,823		$	1,814		$	(652	)	$	(5,410	)	$	7,625

Other data:
Depreciation and amortization expense	$	257		$	242		$	434		$	779		$	136		$	1,848
Capital expenditures	$	564		$	144		$	185		$	191		$	—		$	1,084
Total assets	$	41,753		$	38,088		$	48,139		$	33,610		$	74,189		$	235,779


	Six Months Ended March 31, 2018
	Commercial & Industrial			Communications			Infrastructure Solutions			Residential			Corporate			Total
Revenues	$	118,591		$	104,703		$	45,551		$	135,132		$	—		$	403,977
Cost of services		107,227			86,231			35,842			107,773			—			337,073

Gross profit		11,364			18,472			9,709			27,359			—			66,904
Selling, general and administrative		12,644			12,285			9,194			20,054			5,559			59,736
Contingent consideration		—			—			71			—			—			71
Loss (gain) on sale of assets		(29	)		(9	)		5			(1	)		—			(34	)

Operating income (loss)	$	(1,251	)	$	6,196		$	439		$	7,306		$	(5,559	)	$	7,131

Other data:
Depreciation and amortization expense	$	1,084		$	435		$	2,383		$	296		$	71		$	4,269
Capital expenditures	$	923		$	473		$	345		$	586		$	—		$	2,327
Total assets	$	72,559		$	60,102		$	100,884		$	47,695		$	103,747		$	384,987

	Six Months Ended March 31, 2017
	Commercial & Industrial			Communications			Infrastructure Solutions			Residential			Corporate			Total
Revenues	$	109,228		$	114,977		$	37,270		$	134,365		$	—		$	395,840
Cost of services		100,454			97,710			27,617			103,063			—			328,844

Gross profit		8,774			17,267			9,653			31,302			—			66,996
Selling, general and administrative		9,585			11,834			8,322			21,485			7,088			58,314
Contingent Consideration		—			—			83			—			—			83
Gain on sale of assets		(7	)		(1	)		(2	)		(3	)		—			(13	)

Operating income (loss)	$	(804	)	$	5,434		$	1,250		$	9,820		$	(7,088	)	$	8,612

Other data:
Depreciation and amortization expense	$	654		$	345		$	2,945		$	301		$	133		$	4,378
Capital expenditures	$	644		$	1,560		$	137		$	347		$	203		$	2,891
Total assets	$	54,485		$	68,475		$	107,535		$	50,743		$	126,736		$	407,974


	September 30, 2017
	Total Fair Value			Quoted Prices (Level 1)			Significant Unobservable Inputs (Level 3)
Executive savings plan assets	$	641		$	641		$	—
Executive savings plan liabilities		(529	)		(529	)		—
Contingent consideration		(786	)		—			(786	)

Total	$	(674	)	$	112		$	(786	)


	Contingent Consideration Agreement
Fair Value at September 30, 2016	$	1,100
Issuances		464
Settlements		(535	)
Adjustments to Fair Value		83

Fair Value at March 31, 2017	$	1,112


			September 30, 2017
	Estimated Useful Lives (in Years)		Gross Carrying Amount		Accumulated Amortization		Net
Trademarks/trade names		5-20	$	4,643	$	440	$	4,203
Technical library		20		400		81		319
Customer relationships		6-15		31,115		4,741		26,374
Backlog		1		2,412		2,130		282
Construction contracts		1		2,399		2,164		235

Total			$	40,969	$	9,556	$	31,413


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

Net assets acquired	$	12,127


	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Revenues	$	3,949		$	9,403
Cost of Service		3,993			11,936
Selling, general and administrative expenses		453			815

Loss from continuing operations	$	(497	)	$	(3,348	)


	Six Months Ended March 31, 2018			Six Months Ended March 31, 2017
	Six Months Ended March 31, 2018			Six Months Ended March 31, 2017
Revenues	$	7,110		$	19,801
Cost of Service		7,304			22,085
Selling, general and administrative expenses		943			1,463

Loss from continuing operations	$	(1,137	)	$	(3,747	)


Applicable Amount			Applicable Period
$	~~30,000,000~~32.5 million		For the four quarter period ending March 31, 2018
$ 35.0 million		For each four quarter period ending ~~March 31, 2017,~~ June 30, ~~2017, and September 30, 2017~~
$	~~32,500,000~~			~~For the four quarter period ending December 31, 2017~~
$	~~35,000,000~~			~~For each four quarter period ending March 31,~~ 2018 and eachquarter-end thereafter


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 as of March 31, 2018
January 1, 2018—January 31, 2018		—		—		—		825,431
February 1, 2018 – February 28, 2018		8,713	$	15.49		8,713		816,718
March 1, 2018—March 31, 2018		71,104	$	15.39		71,104		736,901
Total		79,817	$	15.40		79,817		736,901


Exhibit No.		Description

2.1 —		Stock Purchase Agreement dated as of June 1, 2016, by and among IES Infrastructure Solutions, LLC, IES Holdings, Inc., Technibus, Inc. and Technibus, LLC. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form8-K filed on June 15, 2016)

3.1 —		Second Amended and Restated Certificate of Incorporation of IES Holdings, Inc., as amended by the Certificate of Amendment thereto, effective May 24, 2016 (composite). (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form10-Q filed on August 8, 2016)

3.2 —		Certificate of Designations of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on January 28, 2013)

3.3 —		Amended and Restated Bylaws of IES Holdings, Inc., effective May 24, 2016. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form8-K filed on May 24, 2016)



4.1 —		Specimen common stock certificate. (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form10-K filed on December 9, 2016)

4.2 —		Tax Benefit Protection Plan Agreement by and between IES Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 8, 2016, including the form of Rights Certificate and Summary of Stockholder Rights Plan attached thereto as Exhibits A and B, respectively. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on November 9, 2016)

~~10.1~~(1)31.1 —		Second Amended and Restated Credit and Security Agreement, dated as of April 10, 2017, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form~~8-K~~ ~~filed on April 10, 2017)~~



~~(1)31.1 —~~		Rule13a-14(a)/15d-14(a) Certification of Robert W. Lewey, President,

(1)31.2 —		Rule13a-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

(1)101.DEF		XBRL Definition Linkbase Document

(1)101.CAL		XBRL Calculation Linkbase Document



By:		/s/ TRACY A. MCLAUCHLIN
		Tracy A. McLauchlin
		Senior Vice President, Chief Financial Officer and Treasurer
		~~(Principal~~ (Principal Financial Officer and Authorized Signatory)