Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Feb. 05, 2018 | |
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 | Dec. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,338,995 | |
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 | Dec. 31, 2017 | Sep. 30, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 31,888 | $ 28,290 |
Accounts receivable: | ||
Trade, net of allowance of $546 and $650, respectively | 127,232 | 142,946 |
Retainage | 19,792 | 21,360 |
Inventories | 17,006 | 16,923 |
Costs and estimated earnings in excess of billings | 13,912 | 13,438 |
Prepaid expenses and other current assets | 10,752 | 8,795 |
Total current assets | 220,582 | 231,752 |
Property and equipment, net | 24,764 | 24,643 |
Goodwill | 46,738 | 46,693 |
Intangible assets, net | 30,452 | 31,413 |
Deferred tax assets | 52,113 | 86,211 |
Other non-current assets | 6,017 | 3,782 |
Total assets | 380,666 | 424,494 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 108,249 | 120,710 |
Billings in excess of costs and estimated earnings | 27,411 | 29,918 |
Total current liabilities | 135,660 | 150,628 |
LONG-TERM DEBT | 29,452 | 29,434 |
OTHER NON-CURRENT LIABILITIES | 4,718 | 4,457 |
Total liabilities | 169,830 | 184,519 |
Noncontrolling interest | 3,327 | 3,271 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 shares issued and 21,338,745 and 21,336,975 outstanding, respectively | 220 | 220 |
Treasury stock, at cost, 710,784 and 712,554 shares, respectively | (6,881) | (6,898) |
Additional paid-in capital | 197,312 | 196,955 |
Retained earnings | 16,858 | 46,427 |
Total stockholders' equity | 207,509 | 236,704 |
Total liabilities and stockholders' equity | $ 380,666 | $ 424,494 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Consolidated Balance Sheets [Abstract] | ||
Trade, allowance | $ 546 | $ 650 |
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 | 21,338,745 | 21,336,975 |
Treasury stock, shares | 710,784 | 712,554 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 198,300 | $ 192,178 |
Cost of services | 165,236 | 156,996 |
Gross profit | 33,064 | 35,182 |
Selling, general and administrative expenses | 30,089 | 28,194 |
Loss (gain) on sale of assets | (14) | (7) |
Income from operations | 2,989 | 6,995 |
Interest and other (income) expense: | ||
Interest expense | 441 | 446 |
Other (income) expense, net | (98) | (4) |
Income from operations before income taxes | 2,646 | 6,553 |
Provision (benefit) for income taxes | 32,159 | 2,629 |
Net Income (loss) | (29,513) | 3,924 |
Net income attributable to noncontrolling interest | 56 | 52 |
Comprehensive income (loss) attributable to IES Holdings, Inc. | $ (29,569) | $ 3,872 |
Earnings (loss) per share attributable to IES Holdings, Inc.: | ||
Earnings (loss) Per Share, Basic | $ (1.39) | $ 0.18 |
Earnings (loss) Per Share, Diluted | $ (1.39) | $ 0.18 |
Shares used in the computation of earnings (loss) per share | ||
Basic | 21,196,854 | 21,286,090 |
Diluted | 21,196,854 | 21,557,838 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (29,513) | $ 3,924 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Bad debt expense | (3) | (12) |
Deferred financing cost amortization | 70 | 85 |
Depreciation and amortization | 2,208 | 2,059 |
Loss (gain) on sale of assets | (14) | (7) |
Deferred Income Tax Expense (Benefit) | 32,159 | 2,137 |
Non-cash compensation expense | 364 | 510 |
Changes in operating assets and liabilities | ||
Accounts receivable | 15,717 | 3,208 |
Inventories | (80) | (978) |
Costs and estimated earnings in excess of billings | (474) | (3,601) |
Prepaid expenses and other current assets | (389) | (6,035) |
Other non-current assets | (69) | 323 |
Accounts payable and accrued expenses | (12,727) | (7,988) |
Billings in excess of costs and estimated earnings | (2,506) | 758 |
Other non-current liabilities | 242 | (18) |
Net cash provided by (used in) operating activities | 4,985 | (5,635) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,203) | (1,796) |
Proceeds from Sale of Property, Plant, and Equipment | 17 | 8 |
Consideration for acquisition, net of cash acquired | (175) | 0 |
Net cash used in investing activities | (1,361) | (1,788) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of debt | 24 | 13 |
Repayments of debt | (61) | (37) |
Stock Options Exercised | 11 | 75 |
Purchase of treasury stock | 0 | (14) |
Net cash provided by (used in) financing activities | (26) | 37 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,598 | (7,386) |
CASH, CASH EQUIVALENTS and RESTRICTED CASH, BEGINNING BALANCE | 28,290 | 33,221 |
CASH, CASH EQUIVALENTS and RESTRICTED CASH, ENDING BALANCE | 31,888 | 25,835 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 392 | 388 |
Cash paid for income taxes | $ 15 | $ 709 |
Business
Business | 3 Months Ended |
Dec. 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 current services : 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 infrastructure market. Communications – Nationwide provider of technology infrastructure products and services to large corporations and independent businesses. Infrastructure Solutions – Provider of electro-mechanical solutions for industrial operations. Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes. 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 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 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 Solut ions 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. Basis of Financial Statement Preparation T he accompanying unaudited Condensed Consolidated Financial Statements include the accounts of IES, 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. T hese 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 An nual Report on Form 10-K for the fiscal year ended September 30, 2017 . In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature . Noncontrolling Interest In connection with our acquisitions of STR Mechanical, LLC (“STR Mechanical”) in fiscal 2016 and NEXT Electric, LLC (“NEXT Electric”) in fiscal 2017, we acquired an 80 percent interest in each of the entities, with the remaining 20 percent interest in each such entity being retained by the respective third party seller. The interes ts retained by those third party sellers are identified on our Condensed Consolidated Balance Sheets as noncontrolling interest, classified outside of permanent 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 a multiple of earnings as defined in the o perating 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 inter ests had been redeemable at December 31, 2017 , the redemption amount would have been $ 2,368 . 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 combinations 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 deferred tax assets, unrecognized tax benefits and self-insured claim s liabilities and related reserves. Income Taxes 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 three months ended December 31, 2017 , our effective tax rate differed from the statutory tax rate as a result of a preliminary charge of $ 31,306 to re-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. 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 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 retro spective basis on the adoption date. We are continuing to evaluate the impact of the adoption of this standard on our Condensed Consolidated Financial Statements. In particular, we continue to analyze areas including contract termination provisions, custom er furnished materials, and accounting for change orders. However, we expect that we will continue to recognize revenues for most of our fixed-price contracts over time, as services are performed. We are also continuing to assess the necessary changes in p rocesses 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 pattern, similar to current capital leases. ASU 2016-02 becomes effective for the fiscal year ended September 30, 2020. We are currently evaluating whether to early adopt the standard and what impa ct it will have on our Condensed Consolidated Financial Statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (“ASU 2017-01”). 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. The prospective transition method will be required for thi s new guidance. In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (“ASU 2017-09”), to reduce the diversity in practice and the cost and complexity when changing the terms or conditions of a share-based payment award. This updat e is effective for interim and annual financial reporting periods beginning after December 15, 2017, although early adoption is permitted. The prospective transition method will be required for this new guidance. We do not expect ASU 2017-01 or ASU 2017-0 9 to have a material effect on our Condensed Consolidated Financial Statements. |
Controlling Shareholder
Controlling Shareholder | 3 Months Ended |
Dec. 31, 2017 | |
Controlling Shareholder [Abstract] | |
Controlling Shareholder | 2 . CONTROLLING SHAREHOLDER At December 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 Form 4 filed with the SEC by Tontine on October 3, 2017. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions r equiring 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 ow ned by Tontine at the time of registration. As long as the shelf registration statement remains effective and the Company remains eligible to use Form S-3, Tontine has the ability to resell any or all of its registered shares from time to time in one or mo re 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 positio n 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 me aning 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 as non-executive Chairman of the Board in No vember 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 p reviously served as non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. David B. Gendell was an employee of 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. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | 3 . DEBT At December 31, 2017 , and September 30, 2017 , our long-term debt of $ 29,452 and $ 29,434 , respectively, primarily related to amounts drawn on our revolving credit facility. Our weighted-average annual interest rate on these borrowings was 3.34 % at December 31, 2017 , and 3.04 % at September 30, 2017 . At December 31, 2017 , we also had $ 6,408 in outstandin g letters of credit and total availability of $ 43,199 under this facility without violating our financial covenants. There have been no changes to the financial or other covenants disclosed in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2017 . The Company was in compliance with the financial covenants as of December 31, 2017 . At December 31, 2017 , the carrying value of amounts outstandin g 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 2 measurement. |
Per Share Information
Per Share Information | 3 Months Ended |
Dec. 31, 2017 | |
Per Share Information [Abstract] | |
Per Share Information | 4 . PER SHARE INFORMATION The following table reconciles the components of basic and diluted earnings per share for the three months ended December 31, 2017 , and 2016 : Three Months Ended December 31, 2017 2016 Numerator: Net income (loss) attributable to common shareholders of IES Holdings, Inc. $ (29,569) $ 3,841 Net income attributable to restricted shareholders of IES Holdings, Inc. - 31 Net income (loss) attributable to IES Holdings, Inc. $ (29,569) $ 3,872 Denominator: Weighted average common shares outstanding — basic 21,196,854 21,286,090 Effect of dilutive stock options and non-vested restricted stock - 271,748 Weighted average common and common equivalent shares outstanding — diluted 21,196,854 21,557,838 Earnings (loss) per share attributable to IES Holdings, Inc.: Basic $ (1.39) $ 0.18 Diluted $ (1.39) $ 0.18 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 three months ended December 31, 2017 . For the three months ended December 31, 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 compu tation of fully diluted earnings per share . |
Operating Segments
Operating Segments | 3 Months Ended |
Dec. 31, 2017 | |
Operating Segments [Abstract] | |
Operating Segments | 5 . OPERATING SEGMENTS We manage and measure performance of our business in four distinct operating segments: Commercial & Industrial, Communications, Infrastructure Solutions and 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 expe nses and depreciation expense. Segment information for the three months ended December 31, 2017 , and 2016 is as follows: Three Months Ended December 31, 2017 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 53,002 $ 54,459 $ 21,685 $ 69,154 $ - $ 198,300 Cost of services 48,159 45,339 17,000 54,738 - 165,236 Gross profit 4,843 9,120 4,685 14,416 - 33,064 Selling, general and administrative 5,795 6,084 4,557 10,366 3,287 30,089 Gain on sale of assets (12) (1) (1) - - (14) Income (loss) from operations $ (940) $ 3,037 $ 129 $ 4,050 $ (3,287) $ 2,989 Other data: Depreciation and amortization expense $ 557 $ 216 $ 1,243 $ 141 $ 51 $ 2,208 Capital expenditures $ 510 $ 75 $ 140 $ 478 $ - $ 1,203 Total assets $ 63,085 $ 66,522 $ 101,026 $ 50,342 $ 99,691 $ 380,666 Three Months Ended December 31, 2016 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 53,956 $ 53,303 $ 18,477 $ 66,442 $ - $ 192,178 Cost of services 47,850 45,332 13,102 50,712 - 156,996 Gross profit 6,106 7,971 5,375 15,730 - 35,182 Selling, general and administrative 4,324 5,714 4,100 10,553 3,503 28,194 Loss on sale of assets 1 - (8) - - (7) Income (loss) from operations $ 1,781 $ 2,257 $ 1,283 $ 5,177 $ (3,503) $ 6,995 Other data: Depreciation and amortization expense $ 348 $ 174 $ 1,323 $ 150 $ 64 $ 2,059 Capital expenditures $ 209 $ 1,079 $ 81 $ 239 $ 188 $ 1,796 Total assets $ 53,922 $ 69,884 $ 89,110 $ 49,307 $ 129,769 $ 391,992 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 6 . STOCKHOLDERS’ EQUITY Equity Incentive Plan The Company’s 2006 Equity Incentive Plan, as amended and restated (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 Equity Incentive Plan, of w hich approximately 1,059,921 shares were available for issuance at December 31, 2017 . Stock Repurchase 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 prevailin g 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 ot herwise 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 made no purchases of stock pursuant to this plan during the three months ended December 31, 2017 . Treasury Stock During the three months ended December 31, 2017 , we issued 270 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 and directors. During the three months ended December 31, 2016 , 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 Equity Incentive Plan . During the three months ended December 31, 2016 , we issued 667 unrestricted shares of common stock from treasury stock to members of our Board of Directors as par t of their overall compensation and 13,000 unrestricted shares to satisfy the exercise of outstanding options for employees . Restricted Stock During the three months ended December 31, 2017 , and 2016 , we recognized $ 114 and $ 137 , respectively, in compensation expense related to our restricted stock awards . At December 31, 2017 , the unamortized compensation cost related to outstanding unvested restricted stock was $ 142 . Performance Based Phantom Cash Units Performance based phantom cash units (“PPCUs”) are a contractual right to a cash payment of $20 per PPCU. The PPCUs will generally become vested, if at all, upon achievement of certain specified performance objectives . During the three months ended December 31, 2017 , and 2016 , we recognized compensation expense of zero and $ 135 , 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. During the three months ended December 31, 2017 , and 2016 , we recognized $ 36 and $ 44 , respectivel y, 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 upon the achievement of certain specifi ed performance objectives and continued performance of services. At December 31, 2017 , the Company had outstanding an aggregate of 399,027 three-year 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 and continued performance of services, through mid-December 2018, each of which measure as of December 31, 2017 , is deemed probable . During the three months ended December 31, 2017 , and 2016 , we recognized compensation expense of $ 203 and $ 303 , respectively, related to these grants. Stock Options As of December 31, 2017 , there were no outstanding unvested stock options or related unamortized compensation cost. We did not recognize any compensation expense related to our stock option awards during the three months ended December 31, 2017 . During the three months ended December 31, 2016 , we recognized compensation expense of $ 21 related to our stock option awards |
Securities and Equity Investmen
Securities and Equity Investments | 3 Months Ended |
Dec. 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. (“Ene rTech”). We estimate the fair value of our investment in EnerTech (Level 3) using c ash flow projections and market multiples of the underly ing non-public companies. Investment in EnerTech 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 December 31, 2017 , and September 30, 2017 : December 31, September 30, 2017 2017 Carrying value $ 558 $ 558 Unrealized gains 171 171 Fair value $ 729 $ 729 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 December 31, 2017 , or September 30, 2017 indicated our investment was not impaired. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Dec. 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 December 31, 2017 , and 2016 , we recognized $ 429 and $ 144 , 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 $ 775 recorded as of December 31, 2017 , and $ 815 as of September 30, 2017 , related to such plans. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 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 account ing 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 estimatio n methods could have a material effect on the estimated fair value. At December 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 certain of our acquisitions . Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 , and September 30, 2017 , are summarized in the following tables by the type of inputs applicable to the fair value measurements: December 31, 2017 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 670 $ 670 $ - Executive savings plan liabilities (557) (557) - Contingent consideration (786) - (786) Total $ (673) $ 113 $ (786) 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) 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 December 31, 2017 , we estimated the fair value of these contingent consideration liabilities at $ 786 . The table below presents a reconciliation of the fair value of these obligations, which used significant unobservable inputs (Level 3). Contingent Consideration Agreements Fair Value at September 30, 2017 $ 786 Issuances - Settlements - Fair Value at December 31, 2017 $ 786 |
Inventory
Inventory | 3 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure | 10 . INVENTORY Inventories consist of the following components: December 31, September 30, 2017 2017 Raw materials $ 3,382 $ 4,104 Work in process 4,429 3,731 Finished goods 1,530 1,692 Parts and supplies 7,665 7,396 Total inventories $ 17,006 $ 16,923 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure | 11 . GOODWILL AND INTANGIBLE ASSETS Goodwill The following is a progression of goodwill by segment for the three months ended December 31, 2017 : Commercial & Infrastructure Industrial Solutions Residential Total Goodwill at September 30, 2017 $ 7,176 $ 30,886 $ 8,631 $ 46,693 Adjustments - 45 - 45 Goodwill at December 31, 2017 $ 7,176 $ 30,931 $ 8,631 $ 46,738 Intangible Assets Intangible assets consist of the following: December 31, 2017 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 4,643 $ 531 $ 4,112 Technical library 20 400 86 314 Customer relationships 6 - 15 31,229 5,461 25,768 Backlog 1 2,412 2,412 - Construction contracts 1 2,399 2,141 258 Total $ 41,083 $ 10,631 $ 30,452 September 30, 2017 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount 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 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Dec. 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 pr oceedings, 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 su bsidiaries 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 claimed $ 10,406 in damages, plus attorneys’ fees and costs against Capstone, which Capstone sought to recover from the subcontractors. The claims against the Company 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. At December 31, 2017, the Company had accrued a liability of $ 700 and a corresponding insurance receivable of $ 500 related to this settlement agreement, resulting in a charge of $ 200 recorded in the quarter ended December 31, 2017. In January 2018, the agreed upon settlement amounts were funded by the Company and our insurance carriers, and a mutual settlement an d release agreement was executed by the plaintiffs and the Company. USAMRIID Claim On December 6, 2017, IES Commercial, Inc. filed suit in the United States District Court of Maryland in the matter USA 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”) r eplacement facility project for a contract value of approximately $ 61,146 , subject to additions or deductions. Because of delays on the project and additional work the Company performed, the Company believes it is owed approximately $ 21,000 for claims incu rred 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 suit, and on February 2, 2018, we filed our response. We are awaiting a decision on this matter. Given the uncertainty litigation poses, the Company has not recorded any recovery in 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 receive a significantly lower award. 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 insur eds 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 December 31, 2017 , and September 30, 2017 , we had $ 6,985 and $ 6,204 , respectively, accrued for self-insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of December 31, 2017 , and September 30, 2017 , we had $ 244 and $ 218 , respectively, reserved for these claims. Because the reserves are ba sed 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 December 31, 2017 , and September 30, 2017 , $ 5,900 and $ 5,985 , respectively, of our outst anding letters of credit was utilized to collateralize our insurance program. Surety As of December 31, 2017 , the estimated cost to complete our bonded projects was approximately $ 66,794 . 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 c redit facility Other Commitments and Contingencies Some of our customers and vendors require us to post letters of credit, or provide intercompany guarantees, a s 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 December 31, 2017 , and September 30, 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 or dinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specific intervals at a fixed price over the term. As of December 31, 2017 , we had no such commitments. |
Business Combinations
Business Combinations | 3 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | 13 . BUSINESS COMBINATIONS 2017 The Company completed three acquisitions in the 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 Form 10-K for the year ended September 30, 2017 , for further information. Freeman Enclosure Systems, LLC – We acquired 100% of the membership interests and associated real estate of Freeman and its affiliate Strategic Edg e LLC on March 16, 2017. Strategic Edge LLC was subsequently merged into Freeman, with Freeman as the surviving entity. Freeman is included in our Infrastructure Solutions segment. Freeman’s ability to manufacture custom generator enclosures has expanded o ur solutions offering. Technical Services II, LLC – STR Mechanical, our 80% owned subsidiary which is consolidated, acquired all of the membership interests of Technical Services, a Chesapeake, Virginia-based provider of mechanical maintenance services, i ncluding commercial heating, ventilation and air conditioning, food service equipment, electrical and plumbing services , on June 15, 2017. Technical Services will operate as a subsidiary of STR Mechanical within the Company’s Commercial & Industrial segmen t. The acquisition of Technical Services has expanded our geographic reach and diversified our customer base for mechanical maintenance services. NEXT Electric, LLC – On July 14, 2017, the Company acquired 80% of the membership interests of NEXT Electric, a Milwaukee, Wisconsin-based electrical contractor specializing in the design, installation and maintenance of electrical systems for commercial, industrial, healthcare, water treatment and education end markets . NEXT Electric will operate within the Compa ny’s Commercial & Industrial segment. The total purchase consideration for the Freeman and Technical Services acquisitions included contingent considera tion payments based on the acquired company’s earnings, as defined in the applicable purchase and sale agreement. The fair value of the total contingent consideration liability was estimated at $ 786 at December 31, 2017 , and is included in other non-current liabilities on our Condensed Consolidated Balance Sheets. The Company accounted for the transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations derived from estimated fair value assessments and assumptions used by management are prelimin ary pending finalization of certain tangible and intangible asset valuations and assessment of deferred taxes. The valuation of NEXT Electric is derived from estimated fair value assessments and assumptions used by management, and it is preliminary, pendin g finalization of the valuations of certain tangible and intangible asset valuations and assessment of deferred taxes. Unaudited Pro Forma Information The following unaudited 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 months ended December 31, 2017 , and 2016 , are as follows: Unaudited Three Months Ended Three Months Ended December 31, 2017 December 31, 2016 Revenues $ 198,300 $ 210,929 Net income (loss) attributable to IES Holdings, Inc. $ (29,569) $ 3,264 |
Per Share Information (Tables)
Per Share Information (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Per Share Information [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted [Table Text Block] | Three Months Ended December 31, 2017 2016 Numerator: Net income (loss) attributable to common shareholders of IES Holdings, Inc. $ (29,569) $ 3,841 Net income attributable to restricted shareholders of IES Holdings, Inc. - 31 Net income (loss) attributable to IES Holdings, Inc. $ (29,569) $ 3,872 Denominator: Weighted average common shares outstanding — basic 21,196,854 21,286,090 Effect of dilutive stock options and non-vested restricted stock - 271,748 Weighted average common and common equivalent shares outstanding — diluted 21,196,854 21,557,838 Earnings (loss) per share attributable to IES Holdings, Inc.: Basic $ (1.39) $ 0.18 Diluted $ (1.39) $ 0.18 |
Operation Segments (Tables)
Operation Segments (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Operating Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended December 31, 2017 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 53,002 $ 54,459 $ 21,685 $ 69,154 $ - $ 198,300 Cost of services 48,159 45,339 17,000 54,738 - 165,236 Gross profit 4,843 9,120 4,685 14,416 - 33,064 Selling, general and administrative 5,795 6,084 4,557 10,366 3,287 30,089 Gain on sale of assets (12) (1) (1) - - (14) Income (loss) from operations $ (940) $ 3,037 $ 129 $ 4,050 $ (3,287) $ 2,989 Other data: Depreciation and amortization expense $ 557 $ 216 $ 1,243 $ 141 $ 51 $ 2,208 Capital expenditures $ 510 $ 75 $ 140 $ 478 $ - $ 1,203 Total assets $ 63,085 $ 66,522 $ 101,026 $ 50,342 $ 99,691 $ 380,666 Three Months Ended December 31, 2016 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 53,956 $ 53,303 $ 18,477 $ 66,442 $ - $ 192,178 Cost of services 47,850 45,332 13,102 50,712 - 156,996 Gross profit 6,106 7,971 5,375 15,730 - 35,182 Selling, general and administrative 4,324 5,714 4,100 10,553 3,503 28,194 Loss on sale of assets 1 - (8) - - (7) Income (loss) from operations $ 1,781 $ 2,257 $ 1,283 $ 5,177 $ (3,503) $ 6,995 Other data: Depreciation and amortization expense $ 348 $ 174 $ 1,323 $ 150 $ 64 $ 2,059 Capital expenditures $ 209 $ 1,079 $ 81 $ 239 $ 188 $ 1,796 Total assets $ 53,922 $ 69,884 $ 89,110 $ 49,307 $ 129,769 $ 391,992 |
Securities and Equity Investm21
Securities and Equity Investments (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cost Method Investments [Table Text Block] | December 31, September 30, 2017 2017 Carrying value $ 558 $ 558 Unrealized gains 171 171 Fair value $ 729 $ 729 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 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] | December 31, 2017 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 670 $ 670 $ - Executive savings plan liabilities (557) (557) - Contingent consideration (786) - (786) Total $ (673) $ 113 $ (786) 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) |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Text Block] | Contingent Consideration Agreements Fair Value at September 30, 2017 $ 786 Issuances - Settlements - Fair Value at December 31, 2017 $ 786 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventory Current [Table Text Block] | December 31, September 30, 2017 2017 Raw materials $ 3,382 $ 4,104 Work in process 4,429 3,731 Finished goods 1,530 1,692 Parts and supplies 7,665 7,396 Total inventories $ 17,006 $ 16,923 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Commercial & Infrastructure Industrial Solutions Residential Total Goodwill at September 30, 2017 $ 7,176 $ 30,886 $ 8,631 $ 46,693 Adjustments - 45 - 45 Goodwill at December 31, 2017 $ 7,176 $ 30,931 $ 8,631 $ 46,738 |
Schedule Of Intangible Assets And Goodwill [Table Text Block] | December 31, 2017 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 4,643 $ 531 $ 4,112 Technical library 20 400 86 314 Customer relationships 6 - 15 31,229 5,461 25,768 Backlog 1 2,412 2,412 - Construction contracts 1 2,399 2,141 258 Total $ 41,083 $ 10,631 $ 30,452 September 30, 2017 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount 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 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Pro Forma Results of Operations | Unaudited Three Months Ended Three Months Ended December 31, 2017 December 31, 2016 Revenues $ 198,300 $ 210,929 Net income (loss) attributable to IES Holdings, Inc. $ (29,569) $ 3,264 |
Business (Details)
Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Income Taxes [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 21.00% | 35.00% |
Blended Federal Statutory Rate | 24.53% | |
Income Tax Reconciliation Change In Enacted Tax Rate | $ 31,306 | |
Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
MinorityInterestOwnershipPercentageByNoncontrollingOwners | 20.00% | |
Minority Interest Redemption Value | $ 2,368 |
Controlling Shareholder (Detail
Controlling Shareholder (Details) - Tontine [Member] | 3 Months Ended |
Dec. 31, 2017 | |
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 $8 |
Ownership Percentage Of Common Stock | 58.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Debt [Abstract] | ||
Long-term Debt, Excluding Current Maturities | $ 29,452 | $ 29,434 |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Line Of Credit Facility Interest Rate At Period End | 3.34% | 3.04% |
Letters of Credit Outstanding, Amount | $ 6,408 | |
Excess Availability | $ 43,199 |
Per Share Information EPS (Deta
Per Share Information EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share Reconciliation [Abstract] | ||
Net income (loss) attributable to common shareholders of IES Holdings, Inc. | $ (29,569) | $ 3,841 |
Net income attributable to restricted shareholders of IES Holdings, Inc. | 0 | 31 |
Net Income (loss) | $ (29,569) | $ 3,872 |
Weighted Average Number of Shares Outstanding, Basic | 21,196,854 | 21,286,090 |
Effect of dilutive stock options and non-vested restricted stock | 0 | 271,748 |
Weighted Average Number of Shares Outstanding, Diluted | 21,196,854 | 21,557,838 |
Earnings (loss) per share attributable to IES Holdings, Inc.: | ||
Earnings (loss) Per Share, Basic | $ (1.39) | $ 0.18 |
Earnings (loss) Per Share, Diluted | $ (1.39) | $ 0.18 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 198,300 | $ 192,178 | |
Cost of Services | 165,236 | 156,996 | |
Gross Profit | 33,064 | 35,182 | |
Selling, General and Administrative Expense | 30,089 | 28,194 | |
Loss (gain) on sale of assets | (14) | (7) | |
Income (loss) from operations | 2,989 | 6,995 | |
Depreciation and amortization | 2,208 | 2,059 | |
Capital Expenditures | 1,203 | 1,796 | |
Assets | 380,666 | 391,992 | $ 424,494 |
Commercial & Industrial [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 53,002 | 53,956 | |
Cost of Services | 48,159 | 47,850 | |
Gross Profit | 4,843 | 6,106 | |
Selling, General and Administrative Expense | 5,795 | 4,324 | |
Loss (gain) on sale of assets | (12) | 1 | |
Income (loss) from operations | (940) | 1,781 | |
Depreciation and amortization | 557 | 174 | |
Capital Expenditures | 510 | 1,079 | |
Assets | 63,085 | 53,922 | |
Communications [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 54,459 | 53,303 | |
Cost of Services | 45,339 | 45,332 | |
Gross Profit | 9,120 | 7,971 | |
Selling, General and Administrative Expense | 6,084 | 5,714 | |
Loss (gain) on sale of assets | (1) | 0 | |
Income (loss) from operations | 3,037 | 2,257 | |
Depreciation and amortization | 216 | 174 | |
Capital Expenditures | 75 | 1,079 | |
Assets | 66,522 | 69,884 | |
Infrastructure Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 21,685 | 18,477 | |
Cost of Services | 17,000 | 13,102 | |
Gross Profit | 4,685 | 5,375 | |
Selling, General and Administrative Expense | 4,557 | 4,100 | |
Loss (gain) on sale of assets | (1) | (8) | |
Income (loss) from operations | 129 | 1,283 | |
Depreciation and amortization | 1,243 | 1,323 | |
Capital Expenditures | 140 | 81 | |
Assets | 101,026 | 89,110 | |
Residential [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 69,154 | 66,442 | |
Cost of Services | 54,738 | 50,712 | |
Gross Profit | 14,416 | 15,730 | |
Selling, General and Administrative Expense | 10,366 | 10,553 | |
Loss (gain) on sale of assets | 0 | 0 | |
Income (loss) from operations | 4,050 | 5,177 | |
Depreciation and amortization | 141 | 150 | |
Capital Expenditures | 478 | 239 | |
Assets | 50,342 | 49,307 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Cost of Services | 0 | 0 | |
Gross Profit | 0 | 0 | |
Selling, General and Administrative Expense | 3,287 | 3,503 | |
Loss (gain) on sale of assets | 0 | 0 | |
Income (loss) from operations | (3,287) | (3,503) | |
Depreciation and amortization | 51 | 64 | |
Capital Expenditures | 0 | 188 | |
Assets | $ 99,691 | $ 129,769 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Shares, Outstanding | 21,338,745 | 21,336,975 | |
The 2006 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 3,000,000 | ||
Common shares repurchased for tax withholding | 683 | ||
Available Common Stock Authorized Shares | 1,059,921 | ||
The 2015 Stock Repurchase Program [Member] | |||
Equity Class Of Treasury Stock [Line Items] | |||
Approved Number of shares to be repurchased | 1,500,000 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized compensation expense | $ 114 | $ 137 | |
Unamortized compensation cost | 142 | ||
Performance Cash Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized compensation expense | $ 0 | 135 | |
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 | $ 36 | 44 | |
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 | 399,027 | ||
Recognized compensation expense | $ 203 | 303 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized compensation expense | $ 0 | $ 21 | |
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 | 1,500 | 13,000 | |
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 | 270 | 667 |
Securities and Equity Investm32
Securities and Equity Investments - Enertech FV (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Carrying Value | $ 558 | $ 558 |
Unrealized Gain (Loss) on Investments | 171 | 171 |
Fair Value | $ 729 | $ 729 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Employee Benefit Plans [Abstract] | |||
401 (k) Matching Expenses | $ 429 | $ 144 | |
Unfunded Benefit Liability | $ 775 | $ 815 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive Savings Plan - Assets | $ 670 | $ 641 |
Executive Savings Plan - Liabilities | (557) | (529) |
Contingent Consideration Fair Value | 786 | 786 |
Fair Value Net Asset (Liability) | (673) | (674) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive Savings Plan - Assets | 670 | 641 |
Executive Savings Plan - Liabilities | (557) | (529) |
Fair Value Net Asset (Liability) | 113 | 112 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration Fair Value | 786 | 786 |
Fair Value Net Asset (Liability) | $ 786 | $ 786 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs (Details) - Contingent Consideration [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair Value Beginning Balance | $ 786 |
Issuances | 0 |
Settlements | 0 |
Adjustments to Fair Value | 0 |
Fair Value Ending Balance | $ 786 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 3,382 | $ 4,104 |
Work in Process | 4,429 | 3,731 |
Finished Goods | 1,530 | 1,692 |
Parts and Supplies | 7,665 | 7,396 |
Inventory, Net | $ 17,006 | $ 16,923 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Goodwill RollForward (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 46,693 |
Acquisitions | 0 |
Divestitures | 0 |
Goodwill Purchase Accounting Adjustments | 45 |
Goodwill, Ending Balance | 46,738 |
Commercial & Industrial [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 7,176 |
Acquisitions | 0 |
Divestitures | 0 |
Goodwill Purchase Accounting Adjustments | 0 |
Goodwill, Ending Balance | 7,176 |
Infrastructure Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 30,886 |
Acquisitions | 0 |
Divestitures | 0 |
Goodwill Purchase Accounting Adjustments | 45 |
Goodwill, Ending Balance | 30,931 |
Residential [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 8,631 |
Acquisitions | 0 |
Divestitures | 0 |
Goodwill Purchase Accounting Adjustments | 0 |
Goodwill, Ending Balance | $ 8,631 |
Goodwil and Intangible Assets -
Goodwil and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 41,083 | $ 40,969 |
Accumulated Amortization | 10,631 | 9,556 |
Intangible assets, net | 30,452 | 31,413 |
Trademarks And Trade Names [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | 4,643 | 4,643 |
Accumulated Amortization | 531 | 440 |
Intangible assets, net | $ 4,112 | $ 4,203 |
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 | 86 | 81 |
Intangible assets, net | $ 314 | $ 319 |
Technical Library [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Customer Relationships [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 31,229 | $ 31,115 |
Accumulated Amortization | 5,461 | 4,741 |
Intangible assets, net | $ 25,768 | $ 26,374 |
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 |
Order Backlog [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 2,412 | $ 2,412 |
Accumulated Amortization | 2,412 | 2,130 |
Intangible assets, net | $ 0 | $ 282 |
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 | $ 2,399 | $ 2,399 |
Accumulated Amortization | 2,141 | 2,164 |
Intangible assets, net | $ 258 | $ 235 |
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 | 3 Months Ended | |||
Dec. 31, 2017 | Mar. 31, 2018 | Sep. 30, 2017 | Aug. 31, 2017 | |
Commitments And Contingencies [Abstract] | ||||
Accrued Insurance | $ 6,985 | $ 6,204 | ||
Liability for Claims and Claims Adjustment Expense | 244 | 218 | ||
Estimated cost of completion of bonded project | 66,794 | |||
Insurance Related [Member] | ||||
Other Commitments [Line Items] | ||||
Letters of Credit Outstanding, Amount | 5,900 | 5,985 | ||
Vendor Related [Member] | ||||
Other Commitments [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 508 | $ 508 | ||
Capstone [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency Name Of Plaintiff | Capstone Building Corporation | |||
Loss Contingency, Damages Sought, Value | $ 10,406 | |||
Loss Contingency Opinion Of Counsel | Following mediation in June and November 2017, the Company reached an agreement in late December 2017 to settle all claims brought against it. | |||
Loss Contingency Accrual At Carrying Value | $ 700 | |||
Insurance Settlements Receivable Current | 500 | |||
Loss Contingency Accrual Payments | $ 200 | |||
USAMRIID [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency Name Of Plaintiff | IES Commercial, Inc. | |||
Loss Contingency Opinion Of Counsel | Given the uncertainty litigation poses, the Company has not recorded any recovery in 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 receive a significantly lower award. | |||
Unbilled Change Orders | $ 21,000 | |||
Contract Revenue Earned To Date | $ 61,146 | |||
USAMRIID [Member] | Scenario Forecast [Member] | ||||
Loss Contingencies [Line Items] | ||||
Unbilled Change Orders | $ 4,500 |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | |
Business Acquisition [Line Items] | ||
Contingent Consideration Fair Value | $ 786 | $ 786 |
2017 Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number Of Businesses Acquired | 3 | |
Total Consideration Transferred | $ 20,979 | |
Business Acquisition Freeman [Member] | Infrastructure Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | Freeman Enclosure Systems, LLC | |
Description of Acquired Business | ability to manufacture custom generator enclosures | |
Date of Acquisition Agreement | Mar. 16, 2017 | |
Business Acquisition Technical Services [Member] | Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | Technical Services II, LLC | |
Description of Acquired Business | a Chesapeake, Virginia-based provider of mechanical maintenance services, including commercial heating, ventilation and air conditioning, food service equipment, electrical and plumbing services | |
Date of Acquisition Agreement | Jun. 15, 2017 | |
Minority Interest Ownership Percentage By Parent | 80.00% | |
Business Acquisition NEXT [Member] | Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | NEXT Electric, LLC | |
Description of Acquired Business | a Milwaukee, Wisconsin-based electrical contractor specializing in the design, installation and maintenance of electrical systems for commercial, industrial, healthcare, water treatment and education end markets | |
Date of Acquisition Agreement | Jul. 14, 2017 | |
Minority Interest Ownership Percentage By Parent | 80.00% |
Business Combinations - Pro For
Business Combinations - Pro Formas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Pro Forma Revenue | $ 198,300 | $ 210,929 |
Pro Forma Net Income (loss) attributable to IES Holdings, Inc. | $ (29,569) | $ 3,264 |