Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Aug. 01, 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 | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,205,536 | |
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 | Jun. 30, 2018 | Sep. 30, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 21,692 | $ 28,290 |
Accounts receivable: | ||
Trade, net of allowance of $738 and $650, respectively | 139,182 | 142,946 |
Retainage | 23,019 | 21,360 |
Inventories | 18,717 | 16,923 |
Costs and estimated earnings in excess of billings | 22,595 | 13,438 |
Prepaid expenses and other current assets | 8,824 | 8,795 |
Total current assets | 234,029 | 231,752 |
Property and equipment, net | 25,217 | 24,643 |
Goodwill | 49,299 | 46,693 |
Intangible assets, net | 31,736 | 31,413 |
Deferred tax assets | 49,597 | 86,211 |
Other non-current assets | 6,085 | 3,782 |
Total assets | 395,963 | 424,494 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 117,385 | 120,710 |
Billings in excess of costs and estimated earnings | 25,812 | 29,918 |
Total current liabilities | 143,197 | 150,628 |
Long-term debt | 29,634 | 29,434 |
Other non-current liabilities | 4,412 | 4,457 |
Total liabilities | 177,243 | 184,519 |
Noncontrolling interest | 3,247 | 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 21,205,536 and 21,336,975 outstanding, respectively | 220 | 220 |
Treasury stock, at cost, 843,993 and 712,554 shares, respectively | (8,937) | (6,898) |
Additional paid-in capital | 196,551 | 196,955 |
Retained earnings | 27,639 | 46,427 |
Total stockholders' equity | 215,473 | 236,704 |
Total liabilities and stockholders' equity | $ 395,963 | $ 424,494 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Consolidated Balance Sheets [Abstract] | ||
Trade, allowance | $ 738 | $ 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 | 21,205,536 | 21,336,975 |
Treasury stock, shares | 843,993 | 712,554 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 232,576 | $ 208,323 | $ 636,553 | $ 604,163 |
Cost of services | 190,039 | 172,925 | 527,112 | 501,769 |
Gross profit | 42,537 | 35,398 | 109,441 | 102,394 |
Selling, general and administrative expenses | 32,372 | 30,771 | 92,108 | 89,085 |
Contingent consideration | 81 | (33) | 152 | 50 |
Gain on sale of assets | (5) | (55) | (39) | (68) |
Operating income | 10,089 | 4,715 | 17,220 | 13,327 |
Interest and other (income) expense: | ||||
Interest expense | 513 | 407 | 1,427 | 1,281 |
Other income, net | (111) | (46) | (252) | (94) |
Income from operations before income taxes | 9,687 | 4,354 | 16,045 | 12,140 |
Provision (Benefit) for income taxes | 1,038 | (1,519) | 34,622 | 1,792 |
Net Income (loss) | 8,649 | 5,873 | (18,577) | 10,348 |
Net income attributable to noncontrolling interest | (133) | (5) | (255) | (72) |
Comprehensive income (loss) attributable to IES Holdings, Inc. | $ 8,516 | $ 5,868 | $ (18,832) | $ 10,276 |
Earnings (loss) per share attributable to IES Holdings, Inc.: | ||||
Basic | $ 0.4 | $ 0.27 | $ (0.89) | $ 0.48 |
Diluted | $ 0.4 | $ 0.27 | $ (0.89) | $ 0.48 |
Shares used in the computation of earnings (loss) per share | ||||
Basic | 21,200,635 | 21,300,716 | 21,193,306 | 21,295,254 |
Diluted | 21,331,883 | 21,556,118 | 21,193,306 | 21,550,804 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (18,577,000) | $ 10,348,000 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Bad debt expense | 250,000 | 31,000 |
Deferred financing cost amortization | 214,000 | 229,000 |
Depreciation and amortization | 6,706,000 | 6,884,000 |
Gain on sale of assets | (39,000) | (68,000) |
Deferred income taxes | 34,622,000 | 494,000 |
Non-cash compensation | (395,000) | 1,329,000 |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||
Accounts receivable | 4,992,000 | (1,593,000) |
Inventories | (1,721,000) | (3,919,000) |
Costs and estimated earnings in excess of billings | (8,990,000) | (3,151,000) |
Prepaid expenses and other current assets | (1,645,000) | (9,082,000) |
Other non-current assets | 270,000 | 350,000 |
Accounts payable and accrued expenses | (6,862,000) | 600,000 |
Billings in excess of costs and estimated earnings | (4,019,000) | 6,438,000 |
Other non-current liabilities | 172,000 | 1,312,000 |
Net cash provided by operating activities | 4,978,000 | 10,202,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,383,000) | (3,796,000) |
Proceeds from sale of property and equipment | 107,000 | 237,000 |
Cash paid for acquisitions | (5,981,000) | (14,659,000) |
Net cash used in investing activities | (9,257,000) | (18,218,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of debt | 99,000 | 5,313,000 |
Repayments of debt | (136,000) | (5,328,000) |
Contingent consideration payment | (448,000) | |
Distribution to noncontrolling interest | (235,000) | (153,000) |
Options exercised | 11,000 | 207,000 |
Purchase of treasury stock | (2,058,000) | (891,000) |
Net cash used in financing activities | (2,319,000) | (1,300,000) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (6,598,000) | (9,316,000) |
CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of period | 28,290,000 | 33,221,000 |
CASH, CASH EQUIVALENTS and RESTRICTED CASH, end of period | 21,692,000 | 23,905,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,227,000 | 1,108,000 |
Cash paid for income taxes | $ 2,313,000 | $ 2,285,000 |
Business
Business | 9 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 , the redemption amount would have been $ 2,995 . See Note 13, “Business Combinations” for further discussion . For the nine months ended June 30, 2018 , we recorded an increase to retained ear nings of $ 44 to decrease the carrying amount of the noncontrolling interest in STR to the balance determined under ASC 810, as if it had been redeemable at June 30, 2018 , as the redemption amount would have been less than the carrying amount . 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 nine months ended June 30, 2018 , our effective tax rate differed from the statutory tax ra te as a result of a preliminary charge of $ 31,506 to re-measure our deferred tax assets and liabilities to reflect the estimated impact of the new statutory tax rate, slightly offset by a benefit of $ 1,840 related to the reversal of an uncertain tax position. This benefit differs from the expected recognition of $ 3,284 as disclosed in our Form 10-K for the year ended September 30, 2017 as a result of the decrease in the statutory tax rate. The preliminary charge to re-measure our deferred tax assets 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 reve rse 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 plan to use the modified retrospective b asis 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 believe the most significant areas where we expect some impact to our current account ing will be contract termination provisions, identification of performance obligations, and accounting for commissions paid. We expect that we will continue to recognize revenues for most of our fixed-price contracts over time, as services are performed, a lthough we have identified a limited number of arrangements where we currently recognize revenue over time, but will no longer do so under the new standard. The impact of this standard on our Consolidated Financial Statements will be determined by the spec ific terms of contracts in progress at the adoption date and our progress on those projects. We are also continuing to assess the necessary changes in processes and controls to meet the disclosure requirements of the new standard. In January 2016, the FA SB issued ASU No. 2016 -01, Financial Instruments (“ASU 2016-01”). This standard is associated with the recognition and measurement of financial assets and liabilities with further clarifications made in February 2018 with the issuance of ASU 2018-03. The amended guidance requires certain equity investments that are not consolidated and not accounted for under the equity method to be measured at fair value with changes in fair value recognized in net income rather than as a component of accumulated other co mprehensive income (loss). It further states that an entity may choose to measure equity investments that do not have readily determinable fair values using a quantitative approach, or measurement alternative, which is equal to its cost minus impairment, i f any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This update is effective for annual financial reporting periods, and interim periods with in those annual periods, beginning after December 15, 2017, although early adoption is permitted. 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 c urrent 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 the impact it will have on our C ondensed 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 this 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 update is effective for annual financial reporting periods, and interim periods within those annual 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 2016-01, ASU 2017-01 or ASU 2017-09 to have a material effect on our Condensed Consolidated Financial Statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occ ur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. We are currently evaluating the impact it will have on our Condensed Consolidated Financial Statements. |
Controlling Shareholder
Controlling Shareholder | 9 Months Ended |
Jun. 30, 2018 | |
Controlling Shareholder [Abstract] | |
Controlling Shareholder | 2 . CONTROLLING SHAREHOLDER At June 30, 2018 , Tontine Capital Partners, L.P., together with its affiliates (collectively, “Tontine”), was the Company’s controlling shareholder, owning appr oximately 59% of the Company’s outstanding common stock according to a Form 4 filed with the SEC by Tontine on July 2 , 2018 . Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions req uiring 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 owne d by Tontine at the time of registration. As long as the shelf registration statement remains effective and the Company remains eligible to use it , Tontine has the ability to resell any or all of its registered shares from time to time in one or more offer ings, as described in the shelf registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement. Should Tontine sell or otherwise dispose of all or a portion of its position in IES , a change in ownership of IES could occur. A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of the Company’s net operating losses (“NOLs”) for federal and state income tax purposes. On November 8, 2016, the Company implemented a new tax benefit protection plan (the “NOL Rights Plan”). The NOL Rights Plan was designed to deter an acquisition of the Company's stock in excess of a threshold amount that could trigger a change of control within the meaning of Internal Revenue Code Section 382. There can be no assurance that the NOL Rights Plan will be effective in deterring a change of ownership or protecting the NOLs. Furthermore, a change in control would trigger the change of control provisions in a number of our material agreements, including our credit facility, bonding agreements with our sureties and our severance arrangements. Jeffrey L. Gendell was appointed as a member of the Board of Directors and as non-executive Chairman of the Board in November 2 016. 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 previousl y 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 Ton tine Associates, LLC to its landlord. |
Debt
Debt | 9 Months Ended |
Jun. 30, 2018 | |
Debt [Abstract] | |
Debt | 3 . DEBT At June 30, 2018 , and September 30, 2017 , our long-term debt of $ 29,634 and $ 29,434 , respectively, primarily related to amounts drawn on our revolving credit facility. Our weighted-average annual interest rate on these borrowings was 3.74 % at June 30, 2018 , and 3.04 % at September 30, 2017 . At June 30, 2018 , we also had $ 6,928 in outstandin g letters of credit and total availability of $ 47,231 under this facility without violating our financial covenants. On July 23, 2018, we entered into the Third Amendment (the “Amendment”) to our Second Amended and Restated Credit and Security Agreement (as amended, the “Credit Agreement”). Pursuant to the Amendment, we will be required to comply with the minimum EBITDA financial covenant of the Credit Agreement in a given quarter only if our Excess Availability (as defined in the Credit Agreement) in the immediately following quarter, as tested monthly during that quarter, falls below $ 30,000 . If, in a subsequent quarter, Excess Availability levels return to or exceed the contractual threshold, then the Company will no longer be required to comply with the minimum EBITDA financial covenant, so long as Excess Availability remains above the threshold. There have been no other 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 June 30, 2018 . At June 30, 2018 , the carrying value of amounts outstanding on our revolving credit facility approximated fair value, as debt incurs i nterest at a variable rate. The fair value of the debt is classified as a Level 2 measurement. |
Per Share Information
Per Share Information | 9 Months Ended |
Jun. 30, 2018 | |
Per Share Information [Abstract] | |
Per Share Information | 4 . PER SHARE INFORMATION The following table s reconcile the components of basic and diluted earnings per share for the three and nine months ended June 30, 2018 , and 2017 : Three Months Ended June 30, 2018 2017 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 8,513 $ 5,824 Net income attributable to restricted shareholders of IES Holdings, Inc. 3 44 Net income attributable to IES Holdings, Inc. $ 8,516 $ 5,868 Denominator: Weighted average common shares outstanding — basic 21,200,635 21,300,716 Effect of dilutive stock options and non-vested restricted stock 131,248 255,402 Weighted average common and common equivalent shares outstanding — diluted 21,331,883 21,556,118 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.40 $ 0.27 Diluted $ 0.40 $ 0.27 Nine Months Ended June 30, 2018 2017 Numerator: Net income (loss) attributable to common shareholders of IES Holdings, Inc. $ (18,788) $ 10,195 Decrease in noncontrolling interest (44) - Net income attributable to restricted shareholders of IES Holdings, Inc. - 81 Net income (loss) attributable to IES Holdings, Inc. $ (18,832) $ 10,276 Denominator: Weighted average common shares outstanding — basic 21,193,306 21,295,254 Effect of dilutive stock options and non-vested restricted stock - 255,550 Weighted average common and common equivalent shares outstanding — diluted 21,193,306 21,550,804 Earnings (loss) per share attributable to IES Holdings, Inc.: Basic $ (0.89) $ 0.48 Diluted $ (0.89) $ 0.48 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 nine months ended June 30, 2018 . The number of potential anti-dilutive shares excluded from the calculation was 211,669 shares. For the three months ended June 30, 2018 , and the three and nine months ended June 30, 2017 , the average pric e 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 | 9 Months Ended |
Jun. 30, 2018 | |
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 admi nistrative expe nses and depreciation expense. Segment information for the three and nine months ended June 30, 2018 , and 2017 is as follows: Three Months Ended June 30, 2018 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 78,156 $ 54,368 $ 24,856 $ 75,196 $ - $ 232,576 Cost of services 67,839 43,436 18,701 60,063 - 190,039 Gross profit 10,317 10,932 6,155 15,133 - 42,537 Selling, general and administrative 6,980 7,193 4,568 10,941 2,690 32,372 Contingent consideration - - 81 - - 81 Loss (gain) on sale of assets (6) - 1 - - (5) Operating income (loss) $ 3,343 $ 3,739 $ 1,505 $ 4,192 $ (2,690) $ 10,089 Other data: Depreciation and amortization expense $ 548 $ 595 $ 1,120 $ 156 $ 18 $ 2,437 Capital expenditures $ 715 $ 119 $ 112 $ 110 $ - $ 1,056 Total assets $ 86,012 $ 67,270 $ 102,233 $ 52,500 $ 87,948 $ 395,963 Three Months Ended June 30, 2017 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 58,778 $ 57,081 $ 22,302 $ 70,162 $ - $ 208,323 Cost of services 54,174 46,958 17,486 54,307 - 172,925 Gross profit 4,604 10,123 4,816 15,855 - 35,398 Selling, general and administrative 4,849 6,252 4,958 11,003 3,709 30,771 Contingent consideration - - (33) - - (33) Loss (gain) on sale of assets (4) - (88) 37 - (55) Operating income (loss) $ (241) $ 3,871 $ (21) $ 4,815 $ (3,709) $ 4,715 Other data: Depreciation and amortization expense $ 329 $ 187 $ 1,785 $ 135 $ 70 $ 2,506 Capital expenditures $ 283 $ 328 $ 124 $ 170 $ - $ 905 Total assets $ 66,190 $ 70,427 $ 103,323 $ 51,995 $ 125,222 $ 417,157 Nine Months Ended June 30, 2018 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 196,747 $ 159,071 $ 70,407 $ 210,328 $ - $ 636,553 Cost of services 175,066 129,667 54,543 167,836 - 527,112 Gross profit 21,681 29,404 15,864 42,492 - 109,441 Selling, general and administrative 19,624 19,478 13,762 30,995 8,249 92,108 Contingent consideration - - 152 - - 152 Loss (gain) on sale of assets (35) (9) 6 (1) - (39) Operating income (loss) $ 2,092 $ 9,935 $ 1,944 $ 11,498 $ (8,249) $ 17,220 Other data: Depreciation and amortization expense $ 1,632 $ 1,030 $ 3,503 $ 452 $ 89 $ 6,706 Capital expenditures $ 1,638 $ 592 $ 457 $ 696 $ - $ 3,383 Total assets $ 86,012 $ 67,270 $ 102,233 $ 52,500 $ 87,948 $ 395,963 Nine Months Ended June 30, 2017 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 168,006 $ 172,058 $ 59,572 $ 204,527 $ - $ 604,163 Cost of services 154,628 144,668 45,103 157,370 - 501,769 Gross profit 13,378 27,390 14,469 47,157 - 102,394 Selling, general and administrative 14,434 18,086 13,280 32,488 10,797 89,085 Contingent consideration - - 50 - - 50 Gain on sale of assets (11) (1) (90) 34 - (68) Operating income (loss) $ (1,045) $ 9,305 $ 1,229 $ 14,635 $ (10,797) $ 13,327 Other data: Depreciation and amortization expense $ 983 $ 532 $ 4,730 $ 436 $ 203 $ 6,884 Capital expenditures $ 927 $ 1,888 $ 261 $ 517 $ 203 $ 3,796 Total assets $ 66,190 $ 70,427 $ 103,323 $ 51,995 $ 125,222 $ 417,157 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2018 | |
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 which approximately 1,092,503 shares were available for issuance at June 30, 2018 . 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 priv ately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program doe s not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice. We repurchased 20,810 and 100,627 shares, respectively , of our common stock during the three and nine months ended June 30, 2018 , in open market transactions at an average price of $ 15.45 and $ 15.41 , respectively, per share. We repurchased 51,673 shares of our common stock during the three and nine months ended June 30, 2017 , in open market transactions at an average price of $ 15.68 per share . Treasury Stock During the nine months ended June 30, 2018 , we repurchased 32,832 shares of common stock from our employees to satisfy minimum tax withholding requirements upon the vesting of restricted stock under the Equity Incentive Plan and repurchased 100,627 shares of common stock on the open market pursuant to our stock repurchase program . During the nine months ended June 30, 2018 , we issued 520 unrestricted shares of com mon stock from treasury stock to members of our Board of Directors as part of their overall compensation and 1,500 unrestricted shares to satisfy the exercise of o utstanding options. During the nine months ended June 30, 2017 , we repurchased 4,575 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 and repurchased 51,673 shares of common stock on the open market pursuant to our stock repurchase program . During the nine months ended June 30, 2017 , we issued 1,545 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation and 32,250 unrestricted shares to satisfy the exercise of out standing options . Restricted Stock During the three months ended June 30, 2018 , and 2017 , we recognized $ 11 and $ 133 , respectively, in compensation expense related to our restricted stock awards . During the nine months ended June 30, 2018 , and 2017 , we recognized $ 256 and $ 406 , respectively, in compensation expense related to our restricted stock awards . At June 30, 2018 , the unamorti zed compensation cost related to outstanding unvested restricted stock was zero . 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 June 30, 2018 , and 2017 , we recognized compensation expense of zero and $ 59 , respectively, related to these units . During the nine months ended June 30, 2018 , a nd 2017 , we recognized compensation expense of zero and $ 252 , 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 June 30, 2018 , and 2017 , we recognized $ 49 and $ 41 , respectively, in compe nsation expense related to these grants . During the nine months ended June 30, 2018 , and 2017 , we recognized $ 140 and $ 125 , respectively, in compensation expense related to these grants. Perf ormance 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 specified performance objectives and continued performance of ser vices. At June 30, 2018 , 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 p rice levels and continued performance of services through mid-December 2018. At June 30, 2018 , redemption of a portion of the awards is deemed probable . During the three and nine months ended June 30, 2018 , we recognized a benefit to compensation expense of $ 343 and $ 792 , respectively, related to these grants. This benefit is a result of a reduction in the estimated number of units deemed probable of vesting , based on the projected achievement of specified performance objectives. During the three and nine months ended June 30, 2017 , we recognized compensation expense of $ 225 and $ 753 , respectively, related to these grants. |
Securities and Equity Investmen
Securities and Equity Investments | 9 Months Ended |
Jun. 30, 2018 | |
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 cash flow projections and market multiples of the u nderlying non-public companies. Investment in EnerTech The following table presents the reconciliation of the carrying value to the fair value of the investment in EnerTech as of June 30, 2018 , and September 30, 2017 : June 30, September 30, 2018 2017 Carrying value $ 558 $ 558 Unrealized gains 170 171 Fair value $ 728 $ 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 June 30, 2018 , and September 30, 2017 , indicated our investment was not impaired. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and 2017 , we recognized $ 466 and $ 312 , resp ectively, in matching expense. During the nine months ended June 30, 2018 and 2017 , we recognized $ 1,380 and $ 771 , 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 $ 755 recorded as of June 30, 2018 , and $ 815 as of September 30, 2017 , related to such plans. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 , financial assets and liabilities measured at fair value on a recurring basis were limited to our Executive Deferred Compensation Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the pla n ), 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 June 30, 2018 , and September 30, 2017 , are summarized in the following tables by the type of inputs applicable to the fair value measurements: June 30, 2018 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 713 $ 713 $ - Executive savings plan liabilities (599) (599) - Contingent consideration (795) - (795) Total $ (681) $ 114 $ (795) 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 June 30, 2018 , we estimated the fair value of these contingent consideration liabiliti es at $ 795 . 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 248 Settlements (391) Net adjustments to fair value 152 Fair value at June 30, 2018 $ 795 |
Inventory
Inventory | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure | 10 . INVENTORY Inventories consist of the following components: June 30, September 30, 2018 2017 Raw materials $ 4,175 $ 4,104 Work in process 4,396 3,731 Finished goods 1,608 1,692 Parts and supplies 8,538 7,396 Total inventories $ 18,717 $ 16,923 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure | 11 . GOODWILL AND INTANGIBLE ASSETS Goodwill The f ollowing is a progression of goodwill by segment for the nine months ended June 30, 2018 : Commercial & Infrastructure Industrial Communications Solutions Residential Total Goodwill at September 30, 2017 $ 7,176 $ - $ 30,886 $ 8,631 $ 46,693 Acquisitions (See Note 13) - 2,561 - - 2,561 Adjustments - - 45 - 45 Goodwill at June 30, 2018 $ 7,176 $ 2,561 $ 30,931 $ 8,631 $ 49,299 Intangible Assets Intangible assets consist of the following: June 30, 2018 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 5,044 $ 723 $ 4,321 Technical library 20 400 96 304 Customer relationships 6 - 15 33,469 7,027 26,442 Backlog 1 3,026 2,565 461 Construction contracts 1 2,583 2,375 208 Total intangible assets $ 44,522 $ 12,786 $ 31,736 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 intangible assets $ 40,969 $ 9,556 $ 31,413 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Jun. 30, 2018 | |
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. In the nine months ended June 30 , 2018, a mutual settlement and release agreement was executed by the plaintif fs and the Company resulting in a charge and pa yment by the Company of $ 200 . 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 has sought approximately $ 21,000 for claims incurred as o f August 31, 2017, and expects to seek 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 pre vail in this litigation matter or that, if the Company does prevail, it will 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 o f litigation. At June 30, 2018 , and September 30, 2017 , we had $ 6,856 and $ 6,204 , respectively, accrued for self-insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of June 30, 2018 , and September 30, 2017 , we had $ 179 and $ 218 , respectively, reserved for these claims. Because the reserves are based on judgment and estimates and involve variables that are inherently uncertain, su ch 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 June 30, 2018 , and September 30, 2017 , $ 6,420 and $ 5,985 , respectively, of our outstanding letters of credit was utilized to collateralize our insurance program. Surety As of June 30, 2018 , the estimated cost to complete our bonded projects was approximately $ 61,325 . 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 forese eable 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, as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the letter of credit. At both June 30, 2018 , 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 June 30, 2018 , we had no such commitments. |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | 13 . BUSINESS COMBINATIONS 2018 The Company completed one acquisition in the nine months ended June 30, 2018 , for a total consideration of $ 6,179 , which includes cash consideration paid at close of $ 5,806 , cash consideration remaining to be paid of $ 125 , and contingent consideration payable in July 2019 and 2020 with aggregate acquisition date fair value estimated at of $ 248 . Azimuth Communications, Inc. (“Azimuth”) – On April 6, 2018, the Company acquired all of the outstanding capital stock of Azimuth, a Portland, Oregon-based provider of design and integration services for structured cabling, physical security, access control systems, distributed antenna systems, wireless access, and audio visual systems. Azimuth operates within the Company’s Communications segment. The acquisition of Azimuth has accelerated our expansion into the Pacific Northwest market, which the Company believes to be an attractive market. 2017 The Company completed three ac quisitions 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 furt her information. Freeman Enclosure Systems, LLC (“Freeman”) – We acquired 100% of the membership interests and associated real estate of Freeman and its affiliate Strategic Edge LLC on March 16, 2017. Strategic Edge LLC was subsequently merged into Freeman, with Fre eman as the surviving entity. Freeman is included in our Infrastructure Solutions segment. Freeman’s ability to manufacture custom generator enclosures has expanded our solutions offering. Technical Services II, LLC (“Technical Services”) – STR Mechanical, our 80% owned subsidi ary which is consolidated, acquired all of the membership interests of Technical Services, a Chesapeake, Virginia-based provider of mechanical maintenance services, including commercial heating, ventilation and air conditioning, food service equipment, ele ctrical and plumbing services, on June 15, 2017. Technical Services operate s as a subsidiary of STR Mechanical within the Company’s Commercial & Industrial segment. The acquisition of Technical Services has expanded our geographic reach and diversified our customer base for mechanical maintenance services. NEXT Electric, LLC (“NEXT”) – 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 operate s within the Company’s Commercial & Industrial segment. The total purchase co nsideration for the Freeman, Technical Services and Azimuth acquisitions included contingent consideration payments based on the acquired company’s earnings, as defined in the applicable purchase and sale agreeme nt. The fair value of the total contingent consideration liability for all acquisitions, including Freeman and Technical Services, was estimated at $ 795 at June 30, 2018 , and is included in other current liabilities and 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 valuation s derived from estimated fair value assessments and assumptions used by management are preliminary pending finalization of certain tangible and intangible asset valuations and assessment of deferred taxes. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values being assigned to individual assets acquired and liabilities assumed. This may result in adjustments to the preliminary amounts reco rded. The preliminary estimates for Freeman, Technical Services and NEXT Electric were finaliz ed during the nine months ended June 30, 2018 . The preliminary valuation of the assets and liabilities assumed as of the acquisition of Azimuth is as f ollows: Current assets $ 1,765 Property and equipment 355 Intangible assets (primarily customer relationships) 3,439 Goodwill 2,561 Current liabilities (1,154) Long term liabilities (14) Deferred tax liability (773) Net assets acquired $ 6,179 With regard to goodwill, the balance is attributable to the workforce of the acquired business and other intangibles that do not qualify for separate recognition. In connection with the Azimuth acquisition, we acquired goodwill of $ 2,561 , of which $ 59 is tax deductible. The Azimuth acquisition contributed $ 2,474 in additional revenue and $ 284 in operating loss during the three and nine months ended June 30, 2018 . 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 and nine months ended June 30, 2018 , and 2017 , are as follows: Unaudited Three Months Ended June 30, 2018 2017 Revenues $ 232,576 $ 220,088 Net income attributable to IES Holdings, Inc. $ 8,577 $ 5,252 Unaudited Nine Months Ended June 30, 2018 2017 Revenues $ 642,167 $ 654,251 Net income (loss) attributable to IES Holdings, Inc. $ (19,452) $ 8,498 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14 . SUBSEQUENT EVENTS On July 23, 2018, we entered into the Third Amendment to our Second Amended and Restated Credit and Security Agreement (as amended, the “Credit Agreement”). See Note 3, “Debt” for further discussion . |
Per Share Information (Tables)
Per Share Information (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Per Share Information [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted [Table Text Block] | Three Months Ended June 30, 2018 2017 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 8,513 $ 5,824 Net income attributable to restricted shareholders of IES Holdings, Inc. 3 44 Net income attributable to IES Holdings, Inc. $ 8,516 $ 5,868 Denominator: Weighted average common shares outstanding — basic 21,200,635 21,300,716 Effect of dilutive stock options and non-vested restricted stock 131,248 255,402 Weighted average common and common equivalent shares outstanding — diluted 21,331,883 21,556,118 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.40 $ 0.27 Diluted $ 0.40 $ 0.27 Nine Months Ended June 30, 2018 2017 Numerator: Net income (loss) attributable to common shareholders of IES Holdings, Inc. $ (18,788) $ 10,195 Decrease in noncontrolling interest (44) - Net income attributable to restricted shareholders of IES Holdings, Inc. - 81 Net income (loss) attributable to IES Holdings, Inc. $ (18,832) $ 10,276 Denominator: Weighted average common shares outstanding — basic 21,193,306 21,295,254 Effect of dilutive stock options and non-vested restricted stock - 255,550 Weighted average common and common equivalent shares outstanding — diluted 21,193,306 21,550,804 Earnings (loss) per share attributable to IES Holdings, Inc.: Basic $ (0.89) $ 0.48 Diluted $ (0.89) $ 0.48 |
Operation Segments (Tables)
Operation Segments (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Operating Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2018 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 78,156 $ 54,368 $ 24,856 $ 75,196 $ - $ 232,576 Cost of services 67,839 43,436 18,701 60,063 - 190,039 Gross profit 10,317 10,932 6,155 15,133 - 42,537 Selling, general and administrative 6,980 7,193 4,568 10,941 2,690 32,372 Contingent consideration - - 81 - - 81 Loss (gain) on sale of assets (6) - 1 - - (5) Operating income (loss) $ 3,343 $ 3,739 $ 1,505 $ 4,192 $ (2,690) $ 10,089 Other data: Depreciation and amortization expense $ 548 $ 595 $ 1,120 $ 156 $ 18 $ 2,437 Capital expenditures $ 715 $ 119 $ 112 $ 110 $ - $ 1,056 Total assets $ 86,012 $ 67,270 $ 102,233 $ 52,500 $ 87,948 $ 395,963 Three Months Ended June 30, 2017 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 58,778 $ 57,081 $ 22,302 $ 70,162 $ - $ 208,323 Cost of services 54,174 46,958 17,486 54,307 - 172,925 Gross profit 4,604 10,123 4,816 15,855 - 35,398 Selling, general and administrative 4,849 6,252 4,958 11,003 3,709 30,771 Contingent consideration - - (33) - - (33) Loss (gain) on sale of assets (4) - (88) 37 - (55) Operating income (loss) $ (241) $ 3,871 $ (21) $ 4,815 $ (3,709) $ 4,715 Other data: Depreciation and amortization expense $ 329 $ 187 $ 1,785 $ 135 $ 70 $ 2,506 Capital expenditures $ 283 $ 328 $ 124 $ 170 $ - $ 905 Total assets $ 66,190 $ 70,427 $ 103,323 $ 51,995 $ 125,222 $ 417,157 Nine Months Ended June 30, 2018 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 196,747 $ 159,071 $ 70,407 $ 210,328 $ - $ 636,553 Cost of services 175,066 129,667 54,543 167,836 - 527,112 Gross profit 21,681 29,404 15,864 42,492 - 109,441 Selling, general and administrative 19,624 19,478 13,762 30,995 8,249 92,108 Contingent consideration - - 152 - - 152 Loss (gain) on sale of assets (35) (9) 6 (1) - (39) Operating income (loss) $ 2,092 $ 9,935 $ 1,944 $ 11,498 $ (8,249) $ 17,220 Other data: Depreciation and amortization expense $ 1,632 $ 1,030 $ 3,503 $ 452 $ 89 $ 6,706 Capital expenditures $ 1,638 $ 592 $ 457 $ 696 $ - $ 3,383 Total assets $ 86,012 $ 67,270 $ 102,233 $ 52,500 $ 87,948 $ 395,963 Nine Months Ended June 30, 2017 Commercial & Infrastructure Industrial Communications Solutions Residential Corporate Total Revenues $ 168,006 $ 172,058 $ 59,572 $ 204,527 $ - $ 604,163 Cost of services 154,628 144,668 45,103 157,370 - 501,769 Gross profit 13,378 27,390 14,469 47,157 - 102,394 Selling, general and administrative 14,434 18,086 13,280 32,488 10,797 89,085 Contingent consideration - - 50 - - 50 Gain on sale of assets (11) (1) (90) 34 - (68) Operating income (loss) $ (1,045) $ 9,305 $ 1,229 $ 14,635 $ (10,797) $ 13,327 Other data: Depreciation and amortization expense $ 983 $ 532 $ 4,730 $ 436 $ 203 $ 6,884 Capital expenditures $ 927 $ 1,888 $ 261 $ 517 $ 203 $ 3,796 Total assets $ 66,190 $ 70,427 $ 103,323 $ 51,995 $ 125,222 $ 417,157 |
Securities and Equity Investm22
Securities and Equity Investments (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cost Method Investments [Table Text Block] | June 30, September 30, 2018 2017 Carrying value $ 558 $ 558 Unrealized gains 170 171 Fair value $ 728 $ 729 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | June 30, 2018 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 713 $ 713 $ - Executive savings plan liabilities (599) (599) - Contingent consideration (795) - (795) Total $ (681) $ 114 $ (795) 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 248 Settlements (391) Net adjustments to fair value 152 Fair value at June 30, 2018 $ 795 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventory Current [Table Text Block] | June 30, September 30, 2018 2017 Raw materials $ 4,175 $ 4,104 Work in process 4,396 3,731 Finished goods 1,608 1,692 Parts and supplies 8,538 7,396 Total inventories $ 18,717 $ 16,923 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Commercial & Infrastructure Industrial Communications Solutions Residential Total Goodwill at September 30, 2017 $ 7,176 $ - $ 30,886 $ 8,631 $ 46,693 Acquisitions (See Note 13) - 2,561 - - 2,561 Adjustments - - 45 - 45 Goodwill at June 30, 2018 $ 7,176 $ 2,561 $ 30,931 $ 8,631 $ 49,299 |
Schedule Of Intangible Assets And Goodwill [Table Text Block] | June 30, 2018 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 5,044 $ 723 $ 4,321 Technical library 20 400 96 304 Customer relationships 6 - 15 33,469 7,027 26,442 Backlog 1 3,026 2,565 461 Construction contracts 1 2,583 2,375 208 Total intangible assets $ 44,522 $ 12,786 $ 31,736 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 intangible assets $ 40,969 $ 9,556 $ 31,413 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Allocation to Fair Value of Net Assets Acquired and Liabilities Assumed | Current assets $ 1,765 Property and equipment 355 Intangible assets (primarily customer relationships) 3,439 Goodwill 2,561 Current liabilities (1,154) Long term liabilities (14) Deferred tax liability (773) Net assets acquired $ 6,179 |
Pro Forma Results of Operations | Unaudited Three Months Ended June 30, 2018 2017 Revenues $ 232,576 $ 220,088 Net income attributable to IES Holdings, Inc. $ 8,577 $ 5,252 Unaudited Nine Months Ended June 30, 2018 2017 Revenues $ 642,167 $ 654,251 Net income (loss) attributable to IES Holdings, Inc. $ (19,452) $ 8,498 |
Business (Details)
Business (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2018 | 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 | $ 31,506 | |
Other Tax Benefit | 1,840 | |
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible Amount Of Unrecorded Benefit | $ 3,284 | |
Business Acquisition [Line Items] | ||
Redeemable Noncontrolling Interest, Current Value | 2,995 | |
Minority Interest Change in Redemption Value | $ (44) | |
Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
MinorityInterestOwnershipPercentageByNoncontrollingOwners | 20.00% |
Controlling Shareholder (Detail
Controlling Shareholder (Details) - Tontine [Member] | 9 Months Ended |
Jun. 30, 2018 | |
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 $8 |
Ownership Percentage Of Common Stock | 59.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Debt [Abstract] | ||
Long-term Debt, Excluding Current Maturities | $ 29,634 | $ 29,434 |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Line Of Credit Facility Interest Rate At Period End | 3.74% | 3.04% |
Letters of Credit Outstanding, Amount | $ 6,928 | |
Excess Availability | 47,231 | |
Minimum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Excess Availability | $ 30,000 |
Per Share Information EPS (Deta
Per Share Information EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net income (loss) attributable to common shareholders of IES Holdings, Inc. | $ 8,513 | $ 5,824 | $ (18,788) | $ 10,195 |
Net income attributable to restricted shareholders of IES Holdings, Inc. | 3 | 44 | 81 | |
Net income (loss) attributable to IES Holdings, Inc. | $ 8,516 | $ 5,868 | $ (18,832) | $ 10,276 |
Weighted average common shares outstanding - basic | 21,200,635 | 21,300,716 | 21,193,306 | 21,295,254 |
Effect of dilutive stock options and non-vested restricted stock | 131,248 | 255,402 | 255,550 | |
Weighted average common and common equivalent shares sutstanding - diluted | 21,331,883 | 21,556,118 | 21,193,306 | 21,550,804 |
Earnings (loss) per share attributable to IES Holdings, Inc.: | ||||
Basic | $ 0.4 | $ 0.27 | $ (0.89) | $ 0.48 |
Diluted | $ 0.4 | $ 0.27 | $ (0.89) | $ 0.48 |
Decrease in noncontrolling interest | $ (44) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 211,669 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 232,576 | $ 208,323 | $ 636,553 | $ 604,163 | |
Cost of services | 190,039 | 172,925 | 527,112 | 501,769 | |
Gross profit | 42,537 | 35,398 | 109,441 | 102,394 | |
Selling, general and administrative expenses | 32,372 | 30,771 | 92,108 | 89,085 | |
Contingent consideration | 81 | (33) | 152 | 50 | |
Loss (gain) on sale of assets | (5) | (55) | (39) | (68) | |
Operating income (loss) | 10,089 | 4,715 | 17,220 | 13,327 | |
Depreciation and amortization expense | 2,437 | 2,506 | 6,706 | 6,884 | |
Capital expenditures | 1,056 | 905 | 3,383 | 3,796 | |
Total assets | 395,963 | 417,157 | 395,963 | 417,157 | $ 424,494 |
Commercial & Industrial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 78,156 | 58,778 | 196,747 | 168,006 | |
Cost of services | 67,839 | 54,174 | 175,066 | 154,628 | |
Gross profit | 10,317 | 4,604 | 21,681 | 13,378 | |
Selling, general and administrative expenses | 6,980 | 4,849 | 19,624 | 14,434 | |
Loss (gain) on sale of assets | (6) | (4) | (35) | (11) | |
Operating income (loss) | 3,343 | (241) | 2,092 | (1,045) | |
Depreciation and amortization expense | 548 | 329 | 1,632 | 983 | |
Capital expenditures | 715 | 283 | 1,638 | 927 | |
Total assets | 86,012 | 66,190 | 86,012 | 66,190 | |
Communications [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 54,368 | 57,081 | 159,071 | 172,058 | |
Cost of services | 43,436 | 46,958 | 129,667 | 144,668 | |
Gross profit | 10,932 | 10,123 | 29,404 | 27,390 | |
Selling, general and administrative expenses | 7,193 | 6,252 | 19,478 | 18,086 | |
Loss (gain) on sale of assets | 0 | 0 | (9) | (1) | |
Operating income (loss) | 3,739 | 3,871 | 9,935 | 9,305 | |
Depreciation and amortization expense | 595 | 187 | 1,030 | 532 | |
Capital expenditures | 119 | 328 | 592 | 1,888 | |
Total assets | 67,270 | 70,427 | 67,270 | 70,427 | |
Infrastructure Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 24,856 | 22,302 | 70,407 | 59,572 | |
Cost of services | 18,701 | 17,486 | 54,543 | 45,103 | |
Gross profit | 6,155 | 4,816 | 15,864 | 14,469 | |
Selling, general and administrative expenses | 4,568 | 4,958 | 13,762 | 13,280 | |
Contingent consideration | 81 | (33) | 152 | 50 | |
Loss (gain) on sale of assets | 1 | (88) | 6 | (90) | |
Operating income (loss) | 1,505 | (21) | 1,944 | 1,229 | |
Depreciation and amortization expense | 1,120 | 1,785 | 3,503 | 4,730 | |
Capital expenditures | 112 | 124 | 457 | 261 | |
Total assets | 102,233 | 103,323 | 102,233 | 103,323 | |
Residential [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 75,196 | 70,162 | 210,328 | 204,527 | |
Cost of services | 60,063 | 54,307 | 167,836 | 157,370 | |
Gross profit | 15,133 | 15,855 | 42,492 | 47,157 | |
Selling, general and administrative expenses | 10,941 | 11,003 | 30,995 | 32,488 | |
Loss (gain) on sale of assets | 0 | 37 | (1) | 34 | |
Operating income (loss) | 4,192 | 4,815 | 11,498 | 14,635 | |
Depreciation and amortization expense | 156 | 135 | 452 | 436 | |
Capital expenditures | 110 | 170 | 696 | 517 | |
Total assets | 52,500 | 51,995 | 52,500 | 51,995 | |
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | |||
Cost of services | 0 | 0 | |||
Gross profit | 0 | 0 | |||
Selling, general and administrative expenses | 2,690 | 3,709 | 8,249 | 10,797 | |
Loss (gain) on sale of assets | 0 | 0 | |||
Operating income (loss) | (2,690) | (3,709) | (8,249) | (10,797) | |
Depreciation and amortization expense | 18 | 70 | 89 | 203 | |
Capital expenditures | 0 | 0 | 203 | ||
Total assets | $ 87,948 | $ 125,222 | $ 87,948 | $ 125,222 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
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 | 21,205,536 | 21,205,536 | 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 | 3,000,000 | |||
Common shares repurchased for tax withholding | 32,832 | 4,575 | |||
Available Common Stock Authorized Shares | 1,092,503 | 1,092,503 | |||
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 | |||
Treasury Stock Shares Acquired | 20,810 | 51,673 | 100,627 | 51,673 | |
Average Share Price | $ 15.45 | $ 15.68 | $ 15.41 | $ 15.68 | |
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation expense | $ 11 | $ 133 | $ 256 | $ 406 | |
Performance Cash Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation expense | 59 | $ 0 | 252 | ||
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 | 49 | 41 | $ 140 | 125 | |
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 | $ (343) | $ 225 | $ (792) | 753 | |
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognized compensation expense | $ 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 | 1,500 | 32,250 | |||
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 | 520 | 1,545 |
Securities and Equity Investm33
Securities and Equity Investments - Enertech FV (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Carrying value | $ 558 | $ 558 |
Unrealized gains | 170 | 171 |
Fair value | $ 728 | $ 729 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Employee Benefit Plans [Abstract] | |||||
401 (k) Matching Expenses | $ 466 | $ 312 | $ 1,380 | $ 771 | |
Unfunded Benefit Liability | $ 755 | $ 755 | $ 815 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive savings plan assets | $ 713 | $ 641 |
Executive savings plan liabilities | (599) | (529) |
Contingent consideration | (795) | (786) |
Total fair value net asset (liability) | (681) | (674) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive savings plan assets | 713 | 641 |
Executive savings plan liabilities | (599) | (529) |
Total fair value net asset (liability) | 114 | 112 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (795) | (786) |
Total fair value net asset (liability) | $ (795) | $ (786) |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs (Details) - Contingent Consideration [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value beginning balance | $ 786 |
Issuances | 248 |
Settlements | (391) |
Net adjustments to fair value | 152 |
Fair value ending balance | $ 795 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,175 | $ 4,104 |
Work in process | 4,396 | 3,731 |
Finished goods | 1,608 | 1,692 |
Parts and supplies | 8,538 | 7,396 |
Total inventories | $ 18,717 | $ 16,923 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Goodwill RollForward (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 46,693 |
Acquisitions | 2,561 |
Divestitures | 0 |
Goodwill Purchase Accounting Adjustments | 45 |
Goodwill, Ending Balance | 49,299 |
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 |
Communications [Member] | |
Goodwill [Line Items] | |
Acquisitions | 2,561 |
Goodwill, Ending Balance | 2,561 |
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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Sep. 30, 2017 | |
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 44,522 | $ 40,969 |
Accumulated Amortization | 12,786 | 9,556 |
Intangible assets, net | 31,736 | 31,413 |
Trademarks And Trade Names [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | 5,044 | 4,643 |
Accumulated Amortization | 723 | 440 |
Intangible assets, net | $ 4,321 | $ 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] | ||
Estimated Useful Lives | 20 years | 20 years |
Gross Carrying Amount | $ 400 | $ 400 |
Accumulated Amortization | 96 | 81 |
Intangible assets, net | 304 | 319 |
Customer Relationships [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | 33,469 | 31,115 |
Accumulated Amortization | 7,027 | 4,741 |
Intangible assets, net | $ 26,442 | $ 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] | ||
Estimated Useful Lives | 1 year | 1 year |
Gross Carrying Amount | $ 3,026 | $ 2,412 |
Accumulated Amortization | 2,565 | 2,130 |
Intangible assets, net | $ 461 | $ 282 |
Construction Contract Value [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 1 year | 1 year |
Gross Carrying Amount | $ 2,583 | $ 2,399 |
Accumulated Amortization | 2,375 | 2,164 |
Intangible assets, net | $ 208 | $ 235 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2017 | Aug. 31, 2017 | |
Commitments And Contingencies [Abstract] | |||
Accrued Insurance | $ 6,856 | $ 6,204 | |
Liability for Claims and Claims Adjustment Expense | 179 | 218 | |
Estimated cost of completion of bonded project | 61,325 | ||
Insurance Related [Member] | |||
Other Commitments [Line Items] | |||
Letters of Credit Outstanding, Amount | 6,420 | 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 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 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 | 9 Months Ended | |
Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Business Acquisition [Line Items] | ||
Contingent consideration | $ 795 | $ 786 |
2017 Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number Of Businesses Acquired | 3 | |
Total Consideration Transferred | $ 20,979 | |
2018 Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Total Consideration Transferred | 6,179 | |
Cash Purchase Consideration | 5,806 | |
Additional Consideration To Be Paid | 125 | |
Contingent Consideration Payment | $ 248 | |
Business Acquisition Technical Services [Member] | Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
Minority Interest Ownership Percentage By Parent | 80.00% | |
Business Acquisition NEXT [Member] | Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
Minority Interest Ownership Percentage By Parent | 80.00% |
Business Combinations - Assets
Business Combinations - Assets (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Current assets | $ 234,029,000 | $ 231,752,000 |
Property and equipment | 25,217,000 | 24,643,000 |
Intangible assets (primarily customer relationships) | 31,736,000 | 31,413,000 |
Goodwill | 49,299,000 | 46,693,000 |
Current liabilities | (143,197,000) | $ (150,628,000) |
2018 Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 1,765,000 | |
Property and equipment | 355,000 | |
Intangible assets (primarily customer relationships) | 3,439,000 | |
Goodwill | 2,561,000 | |
Current liabilities | (1,154,000) | |
Long term liabilities | (14,000) | |
Deferred tax liability | (773,000) | |
Net assets acquired | $ 6,179,000 |
Business Combinations - Pro For
Business Combinations - Pro Formas (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Pro Forma Revenue | $ 232,576 | $ 220,088 | $ 642,167 | $ 654,251 |
Pro Forma Net Income (loss) attributable to IES Holdings, Inc. | $ 8,577 | $ 5,252 | $ (19,452) | $ 8,498 |