Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | IES Holdings, Inc. | |
Entity Central Index Key | 1,048,268 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,471,428 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
TradingSymbol | IESC |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 20,781 | $ 32,961 |
Restricted Cash | 64 | 260 |
Accounts receivable: | ||
Trade, net of allowance of $697 and $736, respectively | 129,202 | 124,368 |
Retainage | 21,849 | 20,135 |
Inventories | 18,311 | 13,236 |
Costs and estimated earnings in excess of billings | 19,045 | 15,554 |
Prepaid expenses and other current assets | 6,059 | 3,214 |
Total current assets | 215,311 | 209,728 |
PROPERTY AND EQUIPMENT, NET | 24,425 | 15,694 |
GOODWILL | 43,484 | 39,936 |
INTANGIBLE ASSETS, NET | 31,040 | 31,723 |
DEFERRED TAX ASSETS | 90,347 | 93,549 |
OTHER NON-CURRENT ASSETS, NET | 3,367 | 3,710 |
Total assets | 407,974 | 394,340 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 114,558 | 108,822 |
Billings in excess of costs and estimated earnings | 25,712 | 24,229 |
Total current liabilities | 140,270 | 133,051 |
LONG-TERM DEBT | 29,376 | 29,257 |
OTHER NON-CURRENT LIABILITIES | 7,414 | 6,832 |
Total liabilities | 177,060 | 169,140 |
Noncontrolling interest | 1,739 | 1,795 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 shares 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) |
Additional paid-in capital | 196,164 | 195,221 |
Retained earnings | 37,457 | 32,745 |
Total stockholders' equity | 229,175 | 223,405 |
Total liabilities and stockholders' equity | $ 407,974 | $ 394,340 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
Consolidated Balance Sheets [Abstract] | ||
Trade, allowance | $ 697 | $ 736 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,049,529 | 22,049,529 |
Common stock, shares outstanding | 21,471,893 | 21,456,539 |
Treasury stock, shares | 577,636 | 592,990 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 203,662 | $ 159,981 | $ 395,840 | $ 310,747 |
Cost of services | 171,848 | 132,169 | 328,844 | 255,302 |
Gross profit | 31,814 | 27,812 | 66,996 | 55,445 |
Selling, general and administrative expenses | 30,120 | 24,267 | 58,314 | 46,778 |
Contingent Consideration Expense | 83 | 266 | 83 | 266 |
Loss (gain) on sale of assets | (6) | 775 | (13) | 776 |
Income from operations | 1,617 | 2,504 | 8,612 | 7,625 |
Interest and other (income) expense: | ||||
Interest expense | 428 | 303 | 874 | 596 |
Other (income) expense, net | (44) | (3) | (48) | (32) |
Income from operations before income taxes | 1,233 | 2,204 | 7,786 | 7,061 |
Provision (benefit) for income taxes | 682 | 10 | 3,311 | (932) |
Net Income | 551 | 2,194 | 4,475 | 7,993 |
Net income attributable to noncontrolling interest | 15 | 0 | 67 | 0 |
Net income attirbutable to IES Holding, Inc. | $ 536 | $ 2,194 | $ 4,408 | $ 7,993 |
Earnings per share attributable to IES Holdings, Inc.: | ||||
Earnings Per Share, Basic | $ 0.02 | $ 0.1 | $ 0.21 | $ 0.37 |
Earnings Per Share, Diluted | $ 0.02 | $ 0.1 | $ 0.2 | $ 0.37 |
Shares used in the computation of earnings (loss) per share | ||||
Basic | 21,299,098 | 21,273,814 | 21,292,523 | 21,271,655 |
Diluted | 21,574,155 | 21,436,012 | 21,560,678 | 21,389,258 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 4,475 | $ 7,993 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Bad debt expense | (15) | 105 |
Deferred financing cost amortization | 172 | 183 |
Depreciation and amortization | 4,378 | 1,848 |
Loss (gain) on sale of assets | (13) | 776 |
Deferred Income Tax Expense (Benefit) | 2,675 | 0 |
Non-cash compensation expense | 926 | 429 |
Changes in operating assets and liabilities | ||
Accounts receivable | (435) | 5,361 |
Inventories | (3,252) | 1,703 |
Costs and estimated earnings in excess of billings | (3,491) | 5,587 |
Prepaid expenses and other current assets | (5,642) | (2,257) |
Other non-current assets | 594 | (552) |
Accounts payable and accrued expenses | 213 | (2,575) |
Billings in excess of costs and estimated earnings | 1,483 | 1,170 |
Other non-current liabilities | 587 | (1,450) |
Net Cash Provided by (Used in) Operating Activities | 2,655 | 18,321 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (2,891) | (1,084) |
Proceeds from Sale of Property, Plant, and Equipment | 23 | 0 |
Consideration for acquisition, net of cash acquired | (11,663) | (8,307) |
Net Cash Provided by (Used in) Investing Activities | (14,531) | (9,391) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of debt | 5,050 | 416 |
Repayments of debt | (5,053) | (426) |
Contingent Consideration Payment | 448 | |
Distribution to Noncontrolling Interest | 122 | |
Stock Options Exercised | 87 | 61 |
Purchase of treasury stock | (14) | (72) |
Change in restricted cash | 196 | 0 |
Net cash used in financing activities | (304) | (21) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (12,180) | 8,909 |
CASH AND CASH EQUIVALENTS, beginning of period | 32,961 | 49,360 |
CASH AND CASH EQUIVALENTS, end of period | 20,781 | 58,269 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 660 | 426 |
Cash paid for income taxes | $ 1,685 | $ 733 |
Business
Business | 6 Months Ended |
Mar. 31, 2017 | |
Business [Abstract] | |
Description of the Business | 1 . BUSINESS AND ACCOUNTING POLICIES Description of the Business 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 services : Communications – Nationwide provider of technology infrastructure products and services to large corporations and independent businesses. Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes. Commercial & Industrial – Provider of electrical and mechanical design, construction, and maintenance services to the commercial and industrial markets in various regional markets and nationwide in certain areas of expertise, such as the power infrastruct ure market. Infrastructure Solutions – Provider of electro-mechanical solutions for industrial operations. 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. Seasonality and Quarterly Fluctuations Results of operations from our Residential construction segment are seasonal, depending on weather trends, with typically higher revenues generated during spring and summer and lower revenues generated during fall and winter, with an impact from precipitation in the warmer months. The Communications, Commercial & Industrial, and Infrastructure Solutions segments of our business are less subject to seasonal trends, as work in these segments generally is performed inside structures protected from the weather, although weather can still impact these businesses, especially in the early stages of projects. Our service and maintenance business is generally not affected by seasonality. Our volume of business ma y 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 o ur customers’ facilities. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period. Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements include the accounts of IES and its wholly-owned subsidiaries, and have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 . In the op inion of management, the unaudited condensed consolidated financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the pe riods reported herein. Any such adjustments are of a normal recurring nature . Noncontrolling Interest In conjunction with our purchase of STR Mechanical, LLC (“STR”) during the third quarter of fiscal 2016, we acquired a controlling interest of 80 perce nt of the membership interests of STR. The remaining 20 percent interest, which was retained by the third party sellers, is identified in our financials as no ncontrolling interest and is classified outside of permanent equity on our consolidated balance s heet. See Note 13 – Business Combinations for further discussion. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses duri ng 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 combination s and analyzing goodwill, investmen ts, intangible assets and long-lived asset impairments and adjustments, allowance for doubtful accounts receivable, stock-based compensation, reserves for legal matters, realizability of defer red tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves. Accounting Standards Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB” ), issued ASU No. 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 recogni tion 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 fis cal 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 ado ption of this standard on our consolidated financial statements. In particular, we continue to analyze areas including contract termination provisions and accounting for change orders. However, we expect that we will continue to recognize revenues for mos t of our fixed-price contracts over time, as services are performed. 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 ASU No. 2016 -02, Leases ("ASU 2016-02"). Under ASU 2016-02, lessees will need to recognize a right-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. ASU 2016-02 bec omes 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 ASU 2016-18, 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 ado ption 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. In January 2 017, the FASB issued ASU 2017-01, Business Combinations. 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 ASU 2017-04, Intangibles – Goodwill and Other. This update is intended to simplify the subsequent measurement of goodwill by eliminating t he second step in the current 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 i mpairment 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. Adoption of New Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (“ASU 2016-09”). ASU 2016-09 eliminates additional paid 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 obligation and the accounting for forfeitures is also changing. ASU 2016-09 is effective for fi scal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-09 in the quarter ended December 31, 2016, which required us to reflect any adjustments as of October 1, 2016. We elected to account for forf eitures 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 rat her 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 ASU 2016-15 , 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 standard is effective for interim and annual reporti ng periods beginning after December 15, 2017, although early adoption is permitted, and requires application using a retrospective transition method. We implemented the standard for the quarter ended March 31, 2017. The adoption had no impact on our state ment of cash flows. |
Controlling Shareholder
Controlling Shareholder | 6 Months Ended |
Mar. 31, 2017 | |
Controlling Shareholder [Abstract] | |
Controlling Shareholder | 2 . CONTROLLING SHAREHOLDER At March 31, 2017 , 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 filed with the SEC by Tontine on October 5, 2016. 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 To ntine at the time of registration. As long as the shelf registration statement remains effective, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings, as described in the shelf registration state ment 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 chan ge 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 protect ion plan (the “NOL Rights Plan”). T he NOL Rights Plan was designed to deter an acquisition of the Company's stock in excess of a th reshold 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 ch ange 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 as non-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, as non-executi ve Vice Chairman of the Board since November 2016 and as non-executive Chairman of the Board from January 2015 to November 2016. David B. Gendell is also an employee of Tontine. 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 Assoc iates, LLC to its landlord. |
Debt
Debt | 6 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Debt | 3 . DEBT At March 31, 2017 and September 30, 2016 , our long-term debt of $ 29,376 and $ 29,257 , respectively, relates to amounts drawn on our revolving credit facility. Our weighted-average interest rate on these borrowings was 2.99 % at March 31, 2017 , and 2.76 % at September 30, 2016 . At March 31, 2017 , we also had $ 6,634 in outstandi ng letters of credit and total availability of $ 40,686 under this facility without violating our financial covenants. On April 14, 2017, we entered into an amendment and restatement of our revolving credit facility w hich increased the size of the facility and modified certain of its terms, including the financial covenants disclosed in Item 7 of our Annual Report on 10-K for the year ended September 30, 2016. See Note 14 – Subsequent Events for further discussion of this amendment and restatement. The Company was in compliance with all covenants at March 31, 2017. At March 31, 2017 , the carrying value of amounts outstanding on our revolving credit facility approximated fair value, as debt incurs interest at a va riable rate. The fair value of the debt is classified as a level 2 measurement. |
Per Share Information
Per Share Information | 6 Months Ended |
Mar. 31, 2017 | |
Per Share Information [Abstract] | |
Per Share Information | 4 . PER SHARE INFORMATION The following tables reconcile the components of b asic and diluted earnings per share for the three and six months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 532 $ 2,174 Net income attributable to restricted shareholders of IES Holdings, Inc. 4 20 Net income attributable to IES Holdings, Inc. $ 536 $ 2,194 Denominator: Weighted average common shares outstanding — basic 21,299,098 21,273,814 Effect of dilutive stock options and non-vested restricted stock 275,057 162,198 Weighted average common and common equivalent shares outstanding — diluted 21,574,155 21,436,012 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.02 $ 0.10 Diluted $ 0.02 $ 0.10 Six Months Ended March 31, 2017 2016 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 4,373 $ 7,919 Net income attributable to restricted shareholders of IES Holdings, Inc. 35 74 Net income attributable to IES Holdings, Inc. $ 4,408 $ 7,993 Denominator: Weighted average common shares outstanding — basic 21,292,523 21,271,655 Effect of dilutive stock options and non-vested restricted stock 268,155 117,603 Weighted average common and common equivalent shares outstanding — diluted 21,560,678 21,389,258 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.21 $ 0.37 Diluted $ 0.20 $ 0.37 For 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 . |
Operating Segments
Operating Segments | 6 Months Ended |
Mar. 31, 2017 | |
Operating Segments [Abstract] | |
Operating Segments | 5 . OPERATING SEGMENTS We manage and measure performance of our business in four distinct operating segments: Communications, Residential , Commercial & Industrial and Infrastructure Solutions . Transactions between segments, if any, are eliminated in consolidation. Our corporate office provides general and administrative as well as support services to our four operating segments. Management allocates certain shared costs between segments for selling, general and administrative expen ses and depreciation expense. Segment information for the three and six months ended March 31, 2017 and 2016 is as follows: Three Months Ended March 31, 2017 Commercial & Infrastructure Communications Residential Industrial Solutions Corporate Total Revenues $ 61,674 $ 67,923 $ 55,272 $ 18,793 $ - $ 203,662 Cost of services 52,378 52,351 52,604 14,515 - 171,848 Gross profit 9,296 15,572 2,668 4,278 - 31,814 Selling, general and administrative 6,120 10,932 5,261 4,222 3,585 30,120 Contingent consideration - - - 83 - 83 (Gain) loss on sale of assets (1) (3) (8) 6 - (6) Income (loss) from operations $ 3,177 $ 4,643 $ (2,585) $ (33) $ (3,585) $ 1,617 Other data: Depreciation and amortization expense $ 171 $ 151 $ 306 $ 1,622 $ 69 $ 2,319 Capital expenditures $ 481 $ 108 $ 435 $ 56 $ 15 $ 1,095 Total assets $ 68,475 $ 50,743 $ 54,485 $ 107,535 $ 126,736 $ 407,974 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 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 6 . STOCKHOLDERS’ EQUITY Equity Incentive Plan The Company’s 2006 Equity Incentive Plan, which was amended and restated effective February 9, 2016, 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 shares were available for issuance at March 31, 2017 . Stock Repurcha se Program 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 Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise b e 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 made no purchases of stock pursuant to this plan during the six months ended March 31, 2017 and 2016 . Treasury Stock 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. 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 overa ll 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 tre asury 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 th e exercise of outstanding options. Restricted Stock During the three months ended March 31, 2017 and 2016 , we recognized $ 136 and $ 130 , respectively, in compensation expense related to our restricted stock awards . During the six months ended March 31, 2017 and 2016 , we recognized $ 273 and $ 262 , respectively, in compensation expense related to our restricted stock awards . At March 31, 2017 , t he unamortized compensation cost related to outstanding unvested restricted stock was $ 541 . Performance Cash Units Performance based phantom cash units (“PPCUs”) are a contractual right to cash payment of $ 20 dollars per PPCU. At March 31, 2017 , the Company had outstanding an aggregate of 30,000 PPCUs, which will generally become vested, if at all, upon achievement of certain specified performance objectives and continued performance of services through mid-December 2018 , each of which as of March 31, 2017 are dee med probable. During the three months ended March 31, 2017 , and 2016 , we recognized compensation expense of $ 58 and zero , respectively, related to these units. During the six months ended March 31, 2017 , and 2016 , we recognized compensation expense of $ 193 and zero , respectively, related to these units. Phantom Stock 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 the three months ended March 31, 2017 and 2016 , we recognized $ 40 and $ 34 , respectively, i n compensation expense related to these grants. During the six months ended March 31, 2017 and 2016 , we recognized $ 84 and $ 68 , respectively, in compensation expense related to these grants. Performance Based Phantom Stock Units 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, upon the achievement of certain speci fied performance objectives and continued performance of services through mid-December 2018, each of which as of March 31, 2017 are deemed probable . At March 31, 2017 , the Company has outstanding an aggregate of 4 0 8 ,000 three-year performance-based PPSUs. The vesting of these awards is subject to the achievement of specified levels of cumulative net income before taxes or specified stock price levels . During the three months ended March 31, 2017 and 2016 , we recognized compensation expense of $ 225 and $ 21 , 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. Stock Options 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. A t March 31, 2017 , the unamortized compensation cost related to outstanding unvested stock options was zero . |
Securities and Equity Investmen
Securities and Equity Investments | 6 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cost And Equity Method Investments | 7 . SECURITIES AND EQUITY INVESTMENTS Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, investments, accounts payable and a loan agreement . We believe that the carrying value of these financial instruments in the accompanying 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 und erlying non-public companies. Investment in EnerTech 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 val ue and unrealized gains to the fair value of the investment in EnerTech as of March 31, 2017 and September 30, 2016 : March 31, September 30, 2017 2016 Carrying value $ 558 $ 919 Unrealized gains 183 159 Fair value $ 741 $ 1,078 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 . |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Mar. 31, 2017 | |
Employee Benefit Plans [Abstract] | |
401(k) and Retirement Plans | 8 . EMPLOYEE BENEFIT PLANS 401(k) Plan The Company offers employees the opportunity to participate in its 401(k) savings plans. During the three months ended March 31, 2017 and 2016 , we recognized $ 315 and $ 199 , respectively, in matching expense . During the six months ended March 31, 2017 and 2016 , we recognized $ 459 and $ 278 , respectively, in matching expense. Post Retirement Benefit Plans Certain individuals at one of the Company’s locations are entitled to receive fixed annual payments pursuant to post retirement benefit plans. We had an unfunded benefit liability of $ 835 recorded as of March 31, 2017 , and $ 875 as of September 30, 2016 , related to such plans. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 9 . FAIR VALUE MEASUREMENTS Fair Value Measurement Accounting Fair value is considered the price to sell an asset, or transfer a liability, between market participants on the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accoun ting 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 require d 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 estimati on methods could have a material effect on the estimated fair value. At March 31, 2017 , 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 contin gent consideration liabilities related to our acquisition s 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. Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 , are summarized in the following table by the type of inputs applicable to the fair value measurements: March 31, 2017 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 630 $ 630 $ - Executive savings plan liabilities (514) (514) - Contingent consideration (1,112) - (1,112) Total $ (996) $ 116 $ (1,112) 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: September 30, 2016 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 599 $ 599 $ - Executive savings plan liabilities (486) (486) - Contingent consideration (1,100) - (1,100) Total $ (987) $ 113 $ (1,100) 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). 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 |
Inventory
Inventory | 6 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure | 10 . INVENTORY Inventories consist of the following components: March 31, September 30, 2017 2016 Raw materials $ 3,099 $ 2,538 Work in process 5,517 4,158 Finished goods 1,565 1,558 Parts and supplies 8,130 4,982 Total inventories $ 18,311 $ 13,236 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure | 11 . GOODWILL AND INTANGIBLE ASSETS The following is a progression of goodwill by segment for the six months ended March 31, 2017 : Commercial & Infrastructure Residential Industrial Solutions Total Goodwill at September 30, 2016 $ 8,631 $ 3,806 $ 27,499 $ 39,936 Acquisitions (See Note 13) - - 3,820 3,820 Purchase Accounting Adjustments - - (272) (272) Goodwill at March 31, 2017 $ 8,631 $ 3,806 $ 31,047 $ 43,484 Goodwill 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. Intangible assets consist of the following: March 31, 2017 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 4,104 $ 271 $ 3,833 Technical library 20 400 71 329 Customer relationships 6 - 15 28,614 3,325 25,289 Developed technology 4 400 400 - Backlog 1 2,151 1,133 1,018 Construction contracts 1 2,191 1,620 571 Total $ 37,860 $ 6,820 $ 31,040 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 |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies [Abstract] | |
Legal Matters | 12 . COMMITMENTS AND CONTINGENCIES Legal Matters From time to time we are a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. We maintain various insurance coverages to minimize financial risk associated with these proceedings. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our financial position, results of operations or cash flows. With respect to all such proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We expense routine legal costs related to these proceedings as they are incurred. The following is a discussion of our significant legal matters: Capstone Construction Claims 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 sub sidiaries 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, d efense, 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 $ 10,406 in damages, plus attorneys’ fees and costs against Cap stone, which Capstone is seeking to recover from the subcontractors. The claims against the Company are based on alleged defects in the mechanical design, construction and installation of the HVAC and electrical systems performed by our former subsidiaries . Based on the settlement reached in the 2005 arbitration, we moved for, and the District Court granted us, summary judgment, dismissing all of Capstone’s claims in the 2013 l awsuit. Capstone appealed, and in April , 2016, the 10th Court of Appeals, Waco, T exas 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, we filed a new motion for summary judgment at the District Court level in April 2017 . The Company will defend the claims and expects ultimately to prevail on the merits, but there can be no assurance that the Company will prevail or that it will not incur costs and liability for indemnity in connection with resolution of the claims. To date, the Company has not established 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 exp osure is not reasonably estimable. Risk-Management We retain the risk for workers’ compensation, employer’s liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insu reds 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 and September 30, 2016 , we had $ 6,198 and $ 5,464 , respectively, accrued for insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of March 31, 2017 and September 30, 2016 , we had $ 219 and $ 235 , 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 u nder a letter of credit. At March 31, 2017 and September 30, 2016 , $ 6,176 and $ 6,126 , respectively, of our outstanding letters of credit was utilized to collateralize our insurance program. Surety As of March 31, 2017 , the estimated cost to complete our bonded projects was approximately $ 38,949 . We evaluate our bonding requirements on a regular basis, including the terms offered by our sureties. We believe the bonding capacity presently provided by our current sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future. Posting letters of credit in favor of our sureties reduces the borrowing availability under our credit facility. Other Commitments and Contingencies Some of our customers and vendors require us to post letters of credit, or provide intercompany guarantees, as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the le tter of credit. At March 31, 2017 and September 30, 2016 , $ 458 and $ 818 , respectively, of our outstanding letters of credit were to collateralize our vendors. From time to time, we may enter into firm pu rchase 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 in tervals at a fixed price over the term. As of March 31, 2017 , we had no such purchase orders. |
Business Combinations
Business Combinations | 6 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | 13 . BUSINESS COMBINATIONS 2017 The Company completed the acquisition of 100% of the membership interests and associated real estate of Freeman Enclosure Systems, LLC and its affiliate Strategic Edge LLC (together, “Freeman”) , on March 16, 2017, for a total maximum consideration of $ 12,127 , including cash consideration of $ 11,663 paid at close and $ 464 of contingent consider ation to be paid in April 2020 . The total purchase consideration for the Freeman acquisition included contingent consideration payments based on the acquired company’s earnings, as defined in the purchase and sale agreement, through March 31, 2020 . The f air value of the contingent consideration liability was estimated at $ 464 at March 31, 2017 , and is included in other non-current li abilities on our condensed consolidated balance sheets. Freeman is a n Ohio -b ased manufacturer of custom generator enclosures primarily used by data centers and large commercial and industrial facilities. Freeman is included in our Infrastructure Solutions segment. The Company accounted for the transaction under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations derived from estimated fair value assessments and assumptions used by management are preliminary, pending finalization of the valuations of deferr ed 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 i n 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 acqu isition is as follows: Current assets $ 5,406 Property and equipment 7,581 Intangible assets (primarily customer relationships) 1,989 Goodwill 3,820 Current liabilities (5,508) Deferred tax liability (1,161) Net assets acquired $ 12,127 With regard to goodwill, which is not tax deductible, the balance is attributable to the workforce of the acquired business and other intangibles that do not qualify for separate recognition. 2016 The Company completed four acquisitions in the fiscal year ended September 30, 2016 for total aggregate consideration of $ 59,592 . See Note 18-Business Combinations and Divestitures in our Form 10-K for the year ended September 30, 2016 for further information: Technibus, Inc. (“Technibus”) , a Canton, Ohio based provider of custom engineered, metal enclosed bus duct solutions , on June 15, 2016. Technibus is included in our Infrastructure Solutions segment. STR M echanical, LLC (“STR”) – We acquired 80% of the membership interests in STR, a Charlotte, North Carolina-based provider of commercial and industrial mechanical services , on April 27, 2016. STR is included in our Commercial & Industrial segment. Shanahan Mechanical and Electrical, Inc. (“Shanahan”) , a Nebraska-based provider of mechanical and electrical contracting services , on November 20, 2015. Shanahan is included in our Commercial & Industrial segment. Calumet Armature & Electric, LLC (“Calumet”) , an Illinois-based provider of design, manufacturing, assembly, and repair services of electric motors for the industrial and mass transit markets , on October 30, 2015. Calumet is included in our Infrastructure Solutions segment. The total purchase considera tion 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 est imated 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 pa id 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 trans actions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations related to Calumet and Shanahan were finalized as of December 31, 2016. The valuations related to STR and Technibu s are pending finalization of certain tangible and intangible asset valuations and assessments of deferred taxes. Unaudited Pro Forma Information The supplemental pro forma r esults 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 and 2016 , are as follows: Unaudited Three Months Ended Three Months Ended March 31, 2017 March 31, 2016 Revenues $ 212,630 $ 174,167 Net Income $ 599 $ 2,921 Unaudited Six Months Ended Six Months Ended March 31, 2017 March 31, 2016 Revenues $ 415,310 $ 342,562 Net Income $ 4,888 $ 9,287 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14 . SUBSEQUENT EVENTS Credit facility amendment On April 10, 2017, we entered into an amendment and restatement to our revolving credit facility (“the Amended Credit Agreement”) . Pursuant to the Amended Credit Agre ement , 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 f inancial 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 o f the Company’s liquidity levels. 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. |
Per Share Information (Tables)
Per Share Information (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Per Share Information [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted [Table Text Block] | Three Months Ended March 31, 2017 2016 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 532 $ 2,174 Net income attributable to restricted shareholders of IES Holdings, Inc. 4 20 Net income attributable to IES Holdings, Inc. $ 536 $ 2,194 Denominator: Weighted average common shares outstanding — basic 21,299,098 21,273,814 Effect of dilutive stock options and non-vested restricted stock 275,057 162,198 Weighted average common and common equivalent shares outstanding — diluted 21,574,155 21,436,012 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.02 $ 0.10 Diluted $ 0.02 $ 0.10 Six Months Ended March 31, 2017 2016 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 4,373 $ 7,919 Net income attributable to restricted shareholders of IES Holdings, Inc. 35 74 Net income attributable to IES Holdings, Inc. $ 4,408 $ 7,993 Denominator: Weighted average common shares outstanding — basic 21,292,523 21,271,655 Effect of dilutive stock options and non-vested restricted stock 268,155 117,603 Weighted average common and common equivalent shares outstanding — diluted 21,560,678 21,389,258 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.21 $ 0.37 Diluted $ 0.20 $ 0.37 |
Operation Segments (Tables)
Operation Segments (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Operating Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2017 Commercial & Infrastructure Communications Residential Industrial Solutions Corporate Total Revenues $ 61,674 $ 67,923 $ 55,272 $ 18,793 $ - $ 203,662 Cost of services 52,378 52,351 52,604 14,515 - 171,848 Gross profit 9,296 15,572 2,668 4,278 - 31,814 Selling, general and administrative 6,120 10,932 5,261 4,222 3,585 30,120 Contingent consideration - - - 83 - 83 (Gain) loss on sale of assets (1) (3) (8) 6 - (6) Income (loss) from operations $ 3,177 $ 4,643 $ (2,585) $ (33) $ (3,585) $ 1,617 Other data: Depreciation and amortization expense $ 171 $ 151 $ 306 $ 1,622 $ 69 $ 2,319 Capital expenditures $ 481 $ 108 $ 435 $ 56 $ 15 $ 1,095 Total assets $ 68,475 $ 50,743 $ 54,485 $ 107,535 $ 126,736 $ 407,974 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 |
Securities and Equity Investm22
Securities and Equity Investments (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cost Method Investments [Table Text Block] | March 31, September 30, 2017 2016 Carrying value $ 558 $ 919 Unrealized gains 183 159 Fair value $ 741 $ 1,078 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | March 31, 2017 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 630 $ 630 $ - Executive savings plan liabilities (514) (514) - Contingent consideration (1,112) - (1,112) Total $ (996) $ 116 $ (1,112) September 30, 2016 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 599 $ 599 $ - Executive savings plan liabilities (486) (486) - Contingent consideration (1,100) - (1,100) Total $ (987) $ 113 $ (1,100) |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Text Block] | 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 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventory Current [Table Text Block] | March 31, September 30, 2017 2016 Raw materials $ 3,099 $ 2,538 Work in process 5,517 4,158 Finished goods 1,565 1,558 Parts and supplies 8,130 4,982 Total inventories $ 18,311 $ 13,236 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Commercial & Infrastructure Residential Industrial Solutions Total Goodwill at September 30, 2016 $ 8,631 $ 3,806 $ 27,499 $ 39,936 Acquisitions (See Note 13) - - 3,820 3,820 Purchase Accounting Adjustments - - (272) (272) Goodwill at March 31, 2017 $ 8,631 $ 3,806 $ 31,047 $ 43,484 |
Schedule Of Intangible Assets And Goodwill [Table Text Block] | March 31, 2017 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 4,104 $ 271 $ 3,833 Technical library 20 400 71 329 Customer relationships 6 - 15 28,614 3,325 25,289 Developed technology 4 400 400 - Backlog 1 2,151 1,133 1,018 Construction contracts 1 2,191 1,620 571 Total $ 37,860 $ 6,820 $ 31,040 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 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Allocation to Fair Value of Net Assets Acquired and Liabilities Assumed | 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 |
Pro Forma Results of Operations | Unaudited Three Months Ended Three Months Ended March 31, 2017 March 31, 2016 Revenues $ 212,630 $ 174,167 Net Income $ 599 $ 2,921 Unaudited Six Months Ended Six Months Ended March 31, 2017 March 31, 2016 Revenues $ 415,310 $ 342,562 Net Income $ 4,888 $ 9,287 |
Business (Details)
Business (Details) - Adjustments For New Accounting Principle Early Adoption [Member] - Accounting Standards Update 2016-09 [Member] $ in Thousands | Mar. 31, 2017USD ($) |
New Accounting Pronouncement Early Adoption [Line Items] | |
New Accounting Pronouncement Or Change In Accounting Principle Cumulative Effect Of Change On Equity Or Net Assets 1 | $ 58 |
Adjustment To Retained Earnings Recognized Deferred Tax Asset Related Stock Compensation Expense | $ 362 |
Controlling Shareholder (Detail
Controlling Shareholder (Details) - Tontine [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Related Party Lease | 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 |
Monthly Lease Payments | $ 8 |
Ownership Percentage Of Common Stock | 58.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
Debt [Abstract] | ||
Long-term Debt, Excluding Current Maturities | $ 29,376 | $ 29,257 |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Line Of Credit Facility Interest Rate At Period End | 2.99% | 2.76% |
Letters of Credit Outstanding, Amount | $ 6,634 | |
Excess Availability | $ 40,686 |
Per Share Information EPS (Deta
Per Share Information EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net income attributable to common shareholders of IES Holdings, Inc. | $ 532 | $ 2,174 | $ 4,373 | $ 7,919 |
Net income attributable to restricted shareholders of IES Holdings, Inc. | 4 | 20 | 35 | 74 |
Net income attirbutable to IES Holding, Inc. | $ 536 | $ 2,194 | $ 4,408 | $ 7,993 |
Weighted Average Number of Shares Outstanding, Basic | 21,299,098 | 21,273,814 | 21,292,523 | 21,271,655 |
Effect of dilutive stock options and non-vested restricted stock | 275,057 | 162,198 | 268,155 | 117,603 |
Weighted Average Number of Shares Outstanding, Diluted | 21,574,155 | 21,436,012 | 21,560,678 | 21,389,258 |
Earnings per share attributable to IES Holdings, Inc.: | ||||
Earnings Per Share, Basic | $ 0.02 | $ 0.1 | $ 0.21 | $ 0.37 |
Earnings Per Share, Diluted | $ 0.02 | $ 0.1 | $ 0.2 | $ 0.37 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 203,662 | $ 159,981 | $ 395,840 | $ 310,747 | |
Cost of Services | 171,848 | 132,169 | 328,844 | 255,302 | |
Gross Profit | 31,814 | 27,812 | 66,996 | 55,445 | |
Selling, General and Administrative Expense | 30,120 | 24,267 | 58,314 | 46,778 | |
Contingent Consideration Expense | 83 | 266 | 83 | 266 | |
Loss (gain) on sale of assets | (6) | 775 | (13) | 776 | |
Operating Income | 1,617 | 2,504 | 8,612 | 7,625 | |
Depreciation and amortization | 2,319 | 1,031 | 4,378 | 1,848 | |
Capital Expenditures | 1,095 | 732 | 2,891 | 1,084 | |
Assets | 407,974 | 235,779 | 407,974 | 235,779 | $ 394,340 |
Communications [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 61,674 | 39,351 | 114,977 | 80,111 | |
Cost of Services | 52,378 | 32,767 | 97,710 | 65,369 | |
Gross Profit | 9,296 | 6,584 | 17,267 | 14,742 | |
Selling, General and Administrative Expense | 6,120 | 4,979 | 11,834 | 9,692 | |
Loss (gain) on sale of assets | (1) | 0 | (1) | 0 | |
Operating Income | 3,177 | 1,605 | 5,434 | 5,050 | |
Depreciation and amortization | 171 | 135 | 345 | 257 | |
Capital Expenditures | 481 | 479 | 1,560 | 564 | |
Assets | 68,475 | 41,753 | 68,475 | 41,753 | |
Residential [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 67,923 | 53,387 | 134,365 | 105,514 | |
Cost of Services | 52,351 | 40,616 | 103,063 | 81,071 | |
Gross Profit | 15,572 | 12,771 | 31,302 | 24,443 | |
Selling, General and Administrative Expense | 10,932 | 8,906 | 21,485 | 17,620 | |
Loss (gain) on sale of assets | (3) | 0 | (3) | 0 | |
Operating Income | 4,643 | 3,865 | 9,820 | 6,823 | |
Depreciation and amortization | 151 | 121 | 301 | 242 | |
Capital Expenditures | 108 | 102 | 347 | 144 | |
Assets | 50,743 | 38,088 | 50,743 | 38,088 | |
Commercial & Industrial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 55,272 | 54,146 | 109,228 | 99,410 | |
Cost of Services | 52,604 | 48,946 | 100,454 | 89,354 | |
Gross Profit | 2,668 | 5,200 | 8,774 | 10,056 | |
Selling, General and Administrative Expense | 5,261 | 4,603 | 9,585 | 8,242 | |
Loss (gain) on sale of assets | (8) | 0 | (7) | 0 | |
Operating Income | (2,585) | 597 | (804) | 1,814 | |
Depreciation and amortization | 306 | 252 | 654 | 434 | |
Capital Expenditures | 435 | 37 | 644 | 185 | |
Assets | 54,485 | 48,139 | 54,485 | 48,139 | |
Infrastructure Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 18,793 | 13,097 | 37,270 | 25,712 | |
Cost of Services | 14,515 | 9,840 | 27,617 | 19,508 | |
Gross Profit | 4,278 | 3,257 | 9,653 | 6,204 | |
Selling, General and Administrative Expense | 4,222 | 3,115 | 8,322 | 5,814 | |
Contingent Consideration Expense | 83 | 266 | 83 | 266 | |
Loss (gain) on sale of assets | 6 | 775 | (2) | 776 | |
Operating Income | (33) | (899) | 1,250 | (652) | |
Depreciation and amortization | 1,622 | 455 | 2,945 | 779 | |
Capital Expenditures | 56 | 114 | 137 | 191 | |
Assets | 107,535 | 33,610 | 107,535 | 33,610 | |
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Cost of Services | 0 | 0 | 0 | 0 | |
Gross Profit | 0 | 0 | 0 | 0 | |
Selling, General and Administrative Expense | 3,585 | 2,664 | 7,088 | 5,410 | |
Loss (gain) on sale of assets | 0 | 0 | 0 | 0 | |
Operating Income | (3,585) | (2,664) | (7,088) | (5,410) | |
Depreciation and amortization | 69 | 68 | 133 | 136 | |
Capital Expenditures | 15 | 0 | 203 | 0 | |
Assets | $ 126,736 | $ 74,189 | $ 126,736 | $ 74,189 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common Stock, Shares, Outstanding | 21,471,893 | 21,471,893 | 21,456,539 | ||
The 2006 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares Authorized | 3,000,000 | 3,000,000 | |||
Common shares repurchased for tax withholding | 683 | 2,140 | |||
Unvested shares forfeited | 7,500 | ||||
Available Common Stock Authorized Shares | 1,051,757 | 1,051,757 | |||
The 2015 Stock Repurchase Program [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Approved Number of shares to be repurchased | 1,500,000 | 1,500,000 | |||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation expense | $ 136 | $ 130 | $ 273 | $ 262 | |
Unamortized compensation cost | 541 | $ 541 | |||
Performance Cash Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued under share based compensation program | 30,000 | ||||
Recognized compensation expense | 58 | 0 | $ 193 | 0 | |
Description of Share Based Award Type | PPCUs are a contractual right to cash payment of $20 dollars per PPCU. The PPCUs will generally become vested, if at all, upon achievement of certain specified performance objectives and continued performance of services through mid-December 2018. | ||||
Phantom Share Units PSUs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation expense | 40 | 34 | $ 84 | 68 | |
Performance Based Phantom Share Units PPSUs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued under share based compensation program | 408,000 | ||||
Recognized compensation expense | 225 | 21 | $ 528 | 43 | |
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation expense | 2 | $ 16 | 23 | $ 32 | |
Unamortized compensation cost | $ 0 | $ 0 | |||
Unrestricted Stock [Member] | The 2006 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued under share based compensation program | 14,750 | 15,000 | |||
Unrestricted Stock [Member] | The 2006 Equity Incentive Plan [Member] | Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued under share based compensation program | 1,287 | 3,905 |
Securities and Equity Investm33
Securities and Equity Investments - (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Distribution Received From Enertech | $ 361 |
Securities and Equity Investm34
Securities and Equity Investments - Enertech FV (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | ||
Carrying Value | $ 558 | $ 919 |
Unrealized Gain (Loss) on Investments | 183 | 159 |
Fair Value | $ 741 | $ 1,078 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Employee Benefit Plans [Abstract] | |||||
401 (k) Matching Expenses | $ 315 | $ 199 | $ 459 | $ 278 | |
Unfunded Benefit Liability | $ 835 | $ 835 | $ 875 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive Savings Plan - Assets | $ 630 | $ 599 |
Executive Savings Plan - Liabilities | (514) | (486) |
Contingent Consideration Fair Value | 1,112 | 1,100 |
Fair Value Net Asset (Liability) | (996) | (987) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive Savings Plan - Assets | 630 | 599 |
Executive Savings Plan - Liabilities | (514) | (486) |
Fair Value Net Asset (Liability) | 116 | 113 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration Fair Value | 1,112 | 1,100 |
Fair Value Net Asset (Liability) | $ 1,112 | $ 1,100 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs (Details) - Contingent Consideration [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair Value Beginning Balance | $ 1,100 |
Issuances | 464 |
Settlements | (535) |
Adjustments to Fair Value | 83 |
Fair Value Ending Balance | $ 1,112 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 3,099 | $ 2,538 |
Work in Process | 5,517 | 4,158 |
Finished Goods | 1,565 | 1,558 |
Parts and Supplies | 8,130 | 4,982 |
Inventory, Net | $ 18,311 | $ 13,236 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Goodwill RollForward (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 39,936 |
Goodwill, Ending Balance | 43,484 |
Residential [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 8,631 |
Goodwill, Ending Balance | 8,631 |
Commercial & Industrial [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 3,806 |
Goodwill, Ending Balance | 3,806 |
Infrastructure Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 27,499 |
Acquisitions | 3,820 |
Goodwill Purchase Accounting Adjustments | (272) |
Goodwill, Ending Balance | $ 31,047 |
Goodwil and Intangible Assets -
Goodwil and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 37,860 | $ 35,871 |
Accumulated Amortization | 6,820 | 4,148 |
INTANGIBLE ASSETS, NET | 31,040 | 31,723 |
Trademarks And Trade Names [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | 4,104 | 3,845 |
Accumulated Amortization | 271 | 139 |
INTANGIBLE ASSETS, NET | $ 3,833 | $ 3,706 |
Trademarks And Trade Names [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Trademarks And Trade Names [Member] | Minimum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 5 years | 5 years |
Technical Library [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 400 | $ 400 |
Accumulated Amortization | 71 | 61 |
INTANGIBLE ASSETS, NET | $ 329 | $ 339 |
Technical Library [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Customer Relationships [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 28,614 | $ 27,414 |
Accumulated Amortization | 3,325 | 2,003 |
INTANGIBLE ASSETS, NET | $ 25,289 | $ 25,411 |
Customer Relationships [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 15 years | 15 years |
Customer Relationships [Member] | Minimum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 6 years | 6 years |
Developed Technology [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 400 | $ 400 |
Accumulated Amortization | 400 | 358 |
INTANGIBLE ASSETS, NET | $ 0 | $ 42 |
Developed Technology [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 4 years | 4 years |
Order Backlog [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 2,151 | $ 1,621 |
Accumulated Amortization | 1,133 | 545 |
INTANGIBLE ASSETS, NET | $ 1,018 | $ 1,076 |
Order Backlog [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 1 year | 1 year |
Construction Contract Value [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 2,191 | $ 2,191 |
Accumulated Amortization | 1,620 | 1,042 |
INTANGIBLE ASSETS, NET | $ 571 | $ 1,149 |
Construction Contract Value [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 1 year | 1 year |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Commitments And Contingencies [Abstract] | ||
Accrued Insurance | $ 6,198 | $ 5,464 |
Liability for Claims and Claims Adjustment Expense | 219 | 235 |
Estimated cost of completion of bonded project | 38,949 | |
Insurance Related [Member] | ||
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | 6,176 | 6,126 |
Vendor Related [Member] | ||
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | 458 | $ 818 |
Capstone [Member] | ||
Loss Contingency [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 10,406 | |
LossContingencyOpinionOfCounsel | Based on the settlement reached in the 2005 arbitration, we moved for, 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, we filed a new motion for summary judgment at the District Court level in April 2017. The Company will defend the claims and expects ultimately to prevail on the merits, but there can be no assurance that the Company will prevail or that it will not incur costs and liability for indemnity in connection with resolution of the claims. To date, the Company has not established 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. |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Mar. 16, 2017 | Mar. 31, 2017 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Contingent Consideration Fair Value | $ 1,112 | $ 1,100 | |
Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Total Consideration Transferred | $ 59,592 | ||
Business Acquisition Technibus [Member] | Infrastructure Solutions [Member] | |||
Business Acquisition [Line Items] | |||
Name of Acquired Business | Technibus, Inc. (“Technibus”) | ||
Description of Acquired Business | a Canton, Ohio based provider of custom engineered, metal enclosed bus duct solutions | ||
Date of Acquisition Agreement | Jun. 15, 2016 | ||
Business Acquisition STR [Member] | Commercial & Industrial [Member] | |||
Business Acquisition [Line Items] | |||
Name of Acquired Business | STR Mechanical, LLC (“STR”) | ||
Description of Acquired Business | a Charlotte, North Carolina-based provider of commercial and industrial mechanical services | ||
Date of Acquisition Agreement | Apr. 27, 2016 | ||
Business Acquisition Calumet [Member] | Infrastructure Solutions [Member] | |||
Business Acquisition [Line Items] | |||
Name of Acquired Business | Calumet Armature & Electric, LLC (“Calumet”) | ||
Description of Acquired Business | an Illinois-based provider of design, manufacturing, assembly, and repair services of electric motors for the industrial and mass transit markets | ||
Date of Acquisition Agreement | Oct. 30, 2015 | ||
Contingent Consideration Fair Value | $ 648 | $ 1,100 | |
Contingent Consideration Payment | $ 535 | ||
Business Acquisition Shanahan [Member] | Commercial & Industrial [Member] | |||
Business Acquisition [Line Items] | |||
Name of Acquired Business | Shanahan Mechanical and Electrical, Inc. (“Shanahan”) | ||
Description of Acquired Business | a Nebraska-based provider of mechanical and electrical contracting services | ||
Date of Acquisition Agreement | Nov. 20, 2015 | ||
Freeman Acquisition [Member] | Infrastructure Solutions [Member] | |||
Business Acquisition [Line Items] | |||
Name of Acquired Business | Freeman Enclosure Systems, LLC and its affiliate Strategic Edge LLC (together, “Freeman”) | ||
Description of Acquired Business | an Ohio-based manufacturer of custom generator enclosures primarily used by data centers and large commercial and industrial facilities. | ||
Date of Acquisition Agreement | Mar. 16, 2017 | ||
Total Consideration Transferred | $ 12,127 | ||
Cash Purchase Consideration | $ 11,663 | ||
Contingent Consideration Fair Value | $ 464 |
Business Combination - Assets A
Business Combination - Assets And Liabilities Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 16, 2017 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 43,484 | $ 39,936 | |
Freeman Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Current Assets | $ 5,406 | ||
Property Plant And Equipment | 7,581 | ||
Intangible Assets | 1,989 | ||
Goodwill | 3,820 | ||
Current Liabilities | (5,508) | ||
Deferred Tax Liability | (1,161) | ||
Net Assets Acquired, less controlling interests | $ 12,127 |
Business Combinations - Pro For
Business Combinations - Pro Formas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Pro Forma Revenue | $ 212,630 | $ 174,167 | $ 415,310 | $ 342,562 |
Pro Forma Net Income | $ 599 | $ 2,921 | $ 4,888 | $ 9,287 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Revolving Credit Facility [Member] $ in Thousands | Apr. 10, 2017USD ($) |
Subsequent Event [Line Items] | |
Subsequent Event Description | On April 10, 2017, we entered into an amendment and restatement to our revolving credit facility (“the Amended Credit Agreement”). |
Maximum Revolver Amount | $ 100,000 |
Credit Facility Expiration Date | Aug. 9, 2021 |
Credit Facility Covenant Terms | 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 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. |