•challenges integrating new businesses into the Company or new types of work, products or processes into our segments;
credit and capital market conditions, including changes
•a general reduction in interest rates that affect the cost of construction financing and mortgages, and the inabilitydemand for some of our customers to retain sufficient financing which could lead to project delays or cancellations;services;
•backlog that may not be realized or may not result in profits;
the possibility of errors when estimating revenue and progress to date onpercentage-of-completion contracts;
uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow;
complications associated with the incorporation of new accounting, control and operating procedures;
•closures or sales of facilities resulting in significant future charges, including potential warranty losses or other unexpected liabilities, or a significant disruption of our operations;
•an increased cost of surety bonds affecting margins on work and the potential for our surety providers to refuse bonding or require additional collateral at their discretion;
•fluctuations in operating activity due to downturns in levels of construction or the housing market, seasonality and differing regional economic conditions;
our ability to successfully manage projects;
inaccurate estimates used when entering into fixed-priced contracts;
the cost and availability of qualified labor and the ability to maintain positive labor relations;
our ability to pass along increases in the cost of commodities used in our business, in particular, copper, aluminum, steel, fuel and certain plastics;
a change in the mix of our customers, contracts or business;
•increases in bad debt expense and days sales outstanding due to liquidity problems faced by our customers;
the recognition of potential goodwill, long-lived assets and other investment impairments;
potential supply chain disruptions due to credit or liquidity problems faced by our suppliers;
•accidents resulting from the physical hazards associated with our work and the potential for accidents;
•the possibility that our current insurance coverage may not be adequate or that we may not be able to obtain a policypolicies at acceptable rates;
the possibility that our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur;
disagreements with taxing authorities with regard to tax positions we have adopted;
the recognition of tax benefits related to uncertain tax positions;
•the effect of litigation, claims and contingencies, including warranty losses, damages or other latent defect claims in excess of our existing reserves and accruals;
growth in latent defect litigation in states where we provide residential electrical work for home builders not otherwise covered by insurance;
•interruptions to our information systems and cyber security or data breaches;
•liabilities under laws and regulations protecting the environment; and
•loss of key personnel and effective transition of new management.management, or inability to transfer, renew and obtain electrical and other licenses;
•the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a change in the federal tax rate;
•the recognition of tax benefits related to uncertain tax positions and the potential for disagreements with taxing authorities with regard to tax positions we have adopted;
•the potential recognition of valuation allowances or write-downs on deferred tax assets;
•limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures, complete acquisitions, and for debt service;
•credit and capital market conditions, including changes in interest rates that affect the cost of construction financing and mortgages, and the inability of some of our customers to retain sufficient financing, which could lead to project delays or cancellations;
•difficulty in fulfilling the covenant terms of our credit facility, including liquidity, and other financial requirements, which could result in a default and acceleration of any indebtedness we may incur under our revolving credit facility;
•inaccurate estimates used when entering into fixed-priced contracts, the possibility of errors when estimating revenue and progress to date on percentage-of-completion contracts, and complications associated with the incorporation of new accounting, control and operating procedures;
•uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow;
•the recognition of potential goodwill, long-lived assets and other investment impairments;
•the phase-out, replacement or unavailability of the London Interbank Offered Rate ("LIBOR");
•the existence of a controlling shareholder, who has the ability to take action not aligned with other shareholders or could dispose of all or any portion of the shares of our common stock it holds, which could trigger change of control provisions in a number of our material agreements, including our financing and surety arrangements and our executive severance plan, as well as exercisability of the purchase rights under our tax benefit protection plan;
•the relatively low trading volume of our common stock, as a result of which it could be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares;
•the possibility that we issue additional shares of common stock, preferred stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the value per share of our common stock;
•the potential for substantial sales of our common stock, which could adversely affect our stock price; and
•the possibility that our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur.
You should understand that the foregoing, as well as other risk factors discussed in this document, including those listed in Part I, Item 1A of this report under the heading “Risk Factors,” could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our controlling shareholder, net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Forward-looking statements are provided in this Annual Report on Form10-K pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties and risks described herein.
Item 1. Business
IES Holdings, Inc. is a holding company that owns and manages operating subsidiaries
in business activities acrossthat design and install integrated electrical and technology systems and provide infrastructure products and services to a variety of
end-markets. 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
•Communications – Nationwide provider of technology services, including the design, build, and maintenance of the infrastructure within data centers for co-location 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 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. |
Our businesses are managed hosting customers, for both large corporations and independent businesses.
•Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes.
•Infrastructure Solutions – Provider of electro-mechanical solutions for industrial operations, including apparatus repair and custom-engineered products, such as generator enclosures used in a decentralized manner. data centers and other industrial applications.
•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 and data centers.
While sharing common goals and values, each of the Company’s segments manages its own
day-to-day operations. Our corporate office is focused on significant capital allocation decisions, investment activities and selection of segment
leadership, as well asleadership. The corporate office also assists with strategic and operational improvement initiatives,
talent development, sharing of best practices across the organization and the establishment and monitoring of risk management practices within our segments.
IES Holdings, Inc. is a Delaware corporation established in 1997 and headquartered in Houston, Texas, with an executive office in Greenwich, Connecticut.
We seek to create shareholder value through improving operating margins and generating free cash flow by investing in our existing businesses and completing acquisitions. We seek to acquire businesses that strategically complement our existing business segments or to acquire or invest in stand-alone platform companies based in North America or acquire businesses that strategically complement our existing business segments.America. In evaluating potential acquisition candidates, we seek to invest in businesses with, among other characteristics:
•proven management with a willingness to continue post-acquisition;
•low technological and/or product obsolescence risk;
•established market position and sustainable competitive advantages; and
•strong cash flow characteristics.
We believe that acquisitions provide an opportunity to expand into new
or related services, products, end markets
or geographic areas and diversify our revenue and profit streams, which we expect will allow us to maximize the value of our significant net operating loss tax carry forwards (“NOLs”). While we may use acquisitions to build our presence in the industries we serve, we will also consider potential acquisitions in other industries, which could result in changes in our operations from those historically conducted by us.
Recent Transactions
In fiscal 2017, we acquired three businesses for aggregate consideration of $21.0 million, as described below:
An 80% interest in NEXT Electric, LLC (“NEXT Electric”), a Wisconsin-based electrical contractor specializing in the design, installation and maintenance of electrical systems for commercial, industrial, healthcare, water treatment and educationend-markets, was acquired in July 2017 in our Commercial & Industrial segment.
Technical Services II, LLC (“Technical Services”), a Virginia-based provider of mechanical maintenance services, including commercial heating, ventilation and air conditioning, food service equipment, electrical and plumbing services, was acquired in June 2017 in our Commercial & Industrial segment.
Freeman Enclosure Systems, LLC, an Ohio-based manufacturer of custom generator enclosures primarily used by data centers and large commercial and industrial facilities, was acquired in March 2017 along with its affiliate Strategic Edge, LLC (together, “Freeman”) in our Infrastructure Solutions segment.
For more information on these transactions, please see Note 18, “Business Combinations and Divestitures” in the notes to our Consolidated Financial Statements.
Controlling Shareholder
A majority of our outstanding common stock is owned by Tontine Associates, L.L.C. and its affiliates (collectively, “Tontine”). Based on a Form 4 filed on October 3, 2017, Tontine owns approximately 58% of the Company. As a result, Tontine can control most of our affairs, including most actions requiring the approval of shareholders, such as the approval of any potential merger or sale of all or substantially all assets, segments, or the Company itself. Most of Tontine’s shares are registered for resale on a shelf registration statement filed by the Company with the United States Securities and Exchange Commission (the “SEC”). Tontine’s sale of all or any portion of its shares could result in a change of control, which 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 executive severance plan. For more information see Note 3, “Controlling Shareholder” in the notes to our Consolidated Financial Statements.
Net Operating Loss Tax Carry Forward and Other Deferred Tax Assets
The Company and certain of its subsidiaries have an estimated federal net operating loss (“NOL”) of approximately $378.3 million at September 30, 2017, including approximately $142.1 million resulting from the additional amortization of personal goodwill.
In fiscal 2016, we released a significant valuation allowance against our deferred tax assets. An inability to generate sufficient taxable income in future periods to realize our deferred tax assets may lead to the recording of additional valuation allowances in future periods and a reduction in income under accounting principles generally accepted in the United States of America (“GAAP”). Further, any future reduction in the federal statutory tax rate could also cause a reduction in the economic benefit of the NOL and other deferred tax assets available to us and a corresponding charge to reduce the book value of the deferred tax asset recorded on our balance sheet. The US House of Representatives and Senate have each passed tax reform legislation which, if enacted, would reduce the corporate income tax rate to 20%, from a current rate of 35%. At September 30, 2017, we had deferred tax assets with a net book value of $86.2 million, based on a federal tax rate of 35%. If the federal statutory corporate income tax rate is reduced to 20%, this asset will be revalued at the lower rate, resulting in a charge to income tax expense and a corresponding reduction in deferred tax assets.
A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of NOLs for federal and state income tax purposes. Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership could occur. In addition, a change in ownership could result from the purchase of common stock by an existing or a new 5% shareholder as defined by Internal Revenue Code Section 382. Should a change in ownership occur, all net operating losses incurred prior to the change in ownership would be subject to limitation imposed by Internal Revenue Code Section 382, which would substantially reduce the amount of NOL currently available to offset taxable income. For more information see Note 3, “Controlling Shareholder” in the notes to our Consolidated Financial Statements.
The Company maintains a tax benefit protection plan (the “NOL Rights Plan”) which 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.
The Company’s reportable segments consist of the consolidated business segments identified above, which offer different services and are managed separately. The table below describes the percentage of our total revenues attributable to each of our four segments over each of the last three
years: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
| | | $ | | | % | | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Commercial & Industrial | | $ | 227,606 | | | | 28.1 | % | | $ | 222,466 | | | | 32.0 | % | | $ | 178,865 | | | | 31.2 | % |
Communications | | | 225,275 | | | | 27.8 | % | | | 189,635 | | | | 27.2 | % | | | 141,858 | | | | 24.7 | % |
Infrastructure Solutions | | | 83,824 | | | | 10.3 | % | | | 58,003 | | | | 8.3 | % | | | 46,827 | | | | 8.2 | % |
Residential | | | 274,039 | | | | 33.8 | % | | | 225,889 | | | | 32.5 | % | | | 206,307 | | | | 35.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Consolidated | | $ | 810,744 | | | | 100.0 | % | | $ | 695,993 | | | | 100.0 | % | | $ | 573,857 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
years (percentage columns may not add due to rounding):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended September 30, |
| | 2020 | | 2019 | | 2018 |
| | $ | | % | | $ | | % | | $ | | % |
| | (Dollars in thousands, Percentage of revenues) |
| Communications | | $ | 395,141 | | | 33.2 | % | | $ | 321,246 | | | 29.8 | % | | $ | 219,655 | | | 25.1 | % |
| Residential | | 411,790 | | | 34.6 | % | | 313,336 | | | 29.1 | % | | 285,711 | | | 32.6 | % |
| Infrastructure Solutions | | 128,379 | | | 10.8 | % | | 136,790 | | | 12.7 | % | | 97,163 | | | 11.1 | % |
| Commercial & Industrial | | 255,546 | | | 21.5 | % | | 305,624 | | | 28.4 | % | | 274,299 | | | 31.3 | % |
| Total Consolidated | | $ | 1,190,856 | | | 100.0 | % | | $ | 1,076,996 | | | 100.0 | % | | $ | 876,828 | | | 100.0 | % |
For additional financial information by segment, see Note
10,11, “Operating Segments” in the notes to our Consolidated Financial Statements.
Commercial & Industrial
Communications
Business Description
Our Commercial & Industrial segment provides electrical and mechanical design, service, and construction services to commercial and industrial markets. Our design services range from budget assistance to providing design-build and LEED (Leadership in Energy & Environmental Design) solutions to our end customers. Our maintenance and emergency services include critical plant shutdown, troubleshooting, emergency testing, preventative maintenance, and constant presence. Our construction services range from the initial planning and procurement to installation andstart-up and are offered to a variety of new and remodel construction projects, ranging from the construction of office buildings and industrial facilities to transmission and distribution projects. We also provide mechanical services such as maintenance agreements, installation, or replacement of mechanical equipment for commercial and industrial facilities.
During fiscal 2016, we expanded our geographic and service offerings with the acquisition of Shanahan Mechanical and Electrical, Inc. (“Shanahan”) and added mechanical service offerings with the acquisition of STR Mechanical, LLC (“STR Mechanical”). During fiscal 2017, we continued this expansion with the June 2017 acquisition of Technical Services and the July 2017 acquisition of NEXT Electric.
This segment provides services for a variety of project types, including office buildings, manufacturing facilities, data centers, chemical plants, refineries, wind farms, solar facilities, municipal infrastructure and health care facilities. The Commercial & Industrial segment consists of 24 locations, which includes the segment headquarters in Houston, Texas. These locations geographically cover Texas, Nebraska, Colorado, Oregon, Wisconsin, and the Southeast andMid-Atlantic regions.
Industry Overview
Given the diverseend-markets of our Commercial & Industrial customers, which include both commercial buildings, such as offices, healthcare facilities and schools, and industrial projects, such as power, chemical,
refinery and heavy manufacturing facilities, we are subject to many trends within the construction industry. In general, demand for our Commercial & Industrial services is driven by construction and renovation activity levels, economic growth, and availability of bank lending. Due to economic, technological or other factors, there can be no assurance that construction and demand will increase.
Sales and Marketing
Our sales focus varies by location, but is primarily based upon regional and local relationships and a demonstrated expertise in certain areas, such as heavy industrial, design-build, agricultural, or transmission and distribution. Our maintenance and certain renovation and upgrade work tend to be either recurring or experience lower sensitivity to economic cycles, or both. A significant portion of our larger projects are awarded from long-term, repeat customers. From time to time, we are contracted on projects with completion times extending beyond one year or over several years, which are generally more complex and difficult to estimate.
With a focus on quality service offerings, our long-term strategy is to continue to be one of the preferred providers of electrical and mechanical services in the markets where we have demonstrated expertise and/or are a local market leader. Key elements of our long-term strategy include leveraging our expertise in certain niche markets, expanding our service and maintenance business, attracting and retaining highly qualified employees, and maintaining our focus on returns on risk adjusted capital.
Competition
The electrical and mechanical contracting services industry is generally highly competitive and includes a number of regional or small privately-held local firms. There are few barriers to entry for our electrical and mechanical contracting services in the commercial and industrial markets, which limits our advantages when competing for projects. Industry expertise, project size, location and past performance will determine our bidding strategy, the level of involvement from competitors and our level of success in winning awards. Our primary advantages vary by location and market, but mostly are based upon local individual relationships with key customers or a demonstrated industry expertise. Additionally, due to the size of many of our projects, our financial resources help us compete effectively against local competitors.
Seasonality and Quarterly Fluctuations
The effects of seasonality on our Commercial & Industrial business are insignificant, as work generally is performed inside structures protected from the weather. Most of our service and maintenance business is also generally not affected by seasonality. However, the construction industry has historically been highly cyclical. Our volume of business may be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. Quarterly results may also be materially affected by the timing of new construction projects. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.
Communications
Business Description
Originally established in 1984, our Communications segment is a leading provider of network infrastructure solutions for data centers and other mission critical environments. Our services include the design, installation and maintenance of network infrastructure tofor leading and recognizable global technology, social networking ande-commerce brands, including many Fortune 100 and 500 corporations. We serve a variety of industries andend-markets, including data centers for colocationco-location and managed hosting customers; corporate, educational, financial, government, hospitality and healthcare buildings,buildings; e-commerce distribution centers; and high-tech manufacturing facilities. We also provide the design and installation of audio/visual, telephone, fire, wireless
access and intrusion alarm systems, as well as design/build, service and maintenance of data network systems. We perform services across the United States from our 1216 offices, including our Communicationswhich includes the segment headquarters located in Tempe, Arizona, allowingand also provide dedicated onsite teams at our customers’ sites.
Our Communications segment is driven by demand increases for computing and storage resources as a result of technology advancements and obsolescence and changes in data consumption patterns.
TheGrowth in the data center market remains strong, and
the need for structured cabling services for applications such as data centers and distribution centers is growing rapidly. Additionally, we are continuing to expand our offerings in this market to broaden our customer base.
Additionally, demandDemand has
also been
growingstrong for our audio-visual and other building technology offerings. Nevertheless, due to economic, technological and other factors, there can be no assurance that demand will continue to increase.
Our sales strategy relies on a concentrated business development effort, with centralized marketing programs and direct
end-customer communications and relationships. Due to the mission critical nature of the facilities we service, our
end-customers significantly rely upon our past performance record, technical expertise and specialized knowledge. A significant portion of our Communications business volume is generated from long-term, repeat customers, some of whom use IES as a preferred provider for major projects.
Our long-term strategy is to improve our position as a preferred
mission critical solutions and services provider to large national corporations and strategic local companies. Key elements of our long-term strategy include continued investment in our employees’ technical expertise and expansion of our
onsiteon-site maintenance and recurring revenue model, as well as opportunistic acquisitions of businesses that serve our markets, consistent with our stated corporate strategy.
Our competition consists of both large national or regional competitors and small, privately owned contractors who generally have limited access to capital. We compete on quality of service and/or price and seek to emphasize our financial capabilities and long history of delivering high quality solutions to our customers.
Seasonality and Quarterly Fluctuations
The effects of seasonality on our Communications business are
insignificant,not significant, as work generally is performed inside structures protected from the weather. Our service and maintenance business is also generally not affected by seasonality. However, communications infrastructure spending has historically been highly cyclical. Our volume of business may be adversely affected by declines in projects resulting from adverse regional or national economic conditions. Quarterly results may also be materially affected by the timing of new construction projects. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.
Infrastructure Solutions
Residential
Business Description
Our Infrastructure Solutions segment provides electro-mechanical solutions for industrial operations to domestic and international customers. Our solutions include the maintenance and repair of alternating current (AC) and direct current (DC) electric motors and generators, as well as power generating and distribution equipment; the manufacture of custom-engineered, metal enclosed bus duct solutions used in power distribution; the manufacture of customer commercial and industrial generator enclosures; the manufacture, remanufacture, and repair of industrial lifting magnets; and maintenance and repair of railroad main and auxiliary generators, main alternators, and traction motors.
This segment serves the steel, railroad, marine, petrochemical, pulp and paper, wind energy, mining, automotive, power generation, scrap yards, data center, and utility industries. Our Infrastructure Solutions segment is comprised of 10 locations and is headquartered in Ohio. These segment locations geographically cover Alabama, Georgia, Illinois, Ohio, West Virginia and California.
We have enhanced our geographic and service offering through multiple acquisitions since 2015. We added to our service capabilities through the May 2015 acquisition of Southern Industrial Sales and Services, Inc. (“Southern Rewinding”), a Georgia-based provider of motor repair and field services, and the October 2015 acquisition of Calumet Armature & Electric, LLC (“Calumet”), an Illinois-based provider of design, manufacturing, assembly, and repair services of electric motors for the industrial and mass transit markets. Additionally, we have strengthened our offering of electro-mechanical products and services through the June 2016 acquisition of Technibus, Inc. (“Technibus”), a manufacturer of custom-engineered, metal enclosed bus duct solutions, which are highly engineered electrical components that conduct electricity between medium-voltage generators, breakers, transformers, and switchgear, primarily utilized at power generation plants and large electricity-consuming facilities, and the March 2017 acquisition of Freeman, a manufacturer of custom generator enclosures that are primarily used by data centers and large commercial and industrial facilities.
Industry Overview
Given the diverseend-markets of Infrastructure Solutions’ customers, we are subject to many economic trends. In general, demand for our services has been driven byin-house maintenance departments continuing to outsource maintenance and repair work, output levels and equipment utilization at heavy industrial facilities, railroad companies’ and mass transit authorities’ capital investments and repair needs, investment in the United States’ aging energy and industrial infrastructure, growth in industries, such as data centers and hospitals, that have high power demands and require dependable power supplies, and the overall health of the economy.
Sales and Marketing
Demand for Infrastructure Solutions’ services is largely driven by the degree to which industrial and mechanical services are outsourced by our customers, production rates at steel mills, investments in power generation, other heavy industrial facilities, data centers, and the need for electrical infrastructure improvements. Our sales efforts are primarily driven by personnel based at our operating locations, as well as independent sales representatives. Given that the majority of our apparatus repair customers are located within a200-mile radius of our facilities, we believe that this structure allows us to rapidly address and respond to the needs of our customers. Our custom-engineered bus system and generator enclosure products and services are principally sold in partnership with an original equipment manufacturer (“OEM”) or to an engineering, procurement and construction firm on behalf of theend-user. Our long term strategy is to be the preferred solutions provider of outsourced electro-mechanical services, repairs, and manufacturing to our select markets and a leader in custom-engineered metal enclosed bus systems.
Competition
Our competition is comprised mainly of small, specialized manufacturing and repair shops, a limited number of other multi-location providers of electric motor repair, engineering and maintenance services, and various OEMs. Participants in this industry compete primarily on the basis of capabilities, service, quality, timeliness and price. We believe that we have a competitive advantage due to our breadth of capabilities, focus on quality, technical support and customer service.
Seasonality and Quarterly Fluctuations
Infrastructure Solutions’ revenues from industrial services may be affected by the timing of scheduled outages at its industrial customers’ facilities and by weather conditions with respect to projects conducted outdoors, but the
effects of seasonality on revenues in its industrial services business are insignificant. Infrastructure Solutions’ quarterly results may fluctuate, and the results of one fiscal quarter may not be representative of the results of any other quarter or of the full fiscal year.
Residential
Business Description
Originally established in 1973, our Residential segment is a leading provider ofelectrical installation services for single-family housing and multi-family apartment complexes and cable television installations for residential and light commercial applications. In addition to our core electrical construction work, the Residential segment also provides services for the installation of residential solar power, both for new construction and existing residences. The Residential segment is made up of 3629 total locations, which include the segment headquarters in Houston, Texas. These locations geographically cover theSun-Belt, Western, Mid-Atlantic andMid-Atlantic Northeastern regions of the United States.
Our Residential business is closely correlated to the single and multi-family housing market. Although demand for both single-family and multi-family housing has increased in recent years,
we expect to see a decrease in multi-family housing construction in fiscal 2018. Duedue to economic, technological or other factors, there can be no assurance that overall construction and demand will continue to increase in the future.
Demand for our Residential services is highly dependent on the number of single-family and multi-family home starts in the markets we serve. Although we operate in multiple states throughout the
Sun-Belt,Mid-Atlantic, Northeastern and Western regions of the United States, the majority of our
segmentsingle-family revenues are derived from services provided in Texas.
The Texas market also remains an important part of our multi-family business; however, the majority of our multi-family revenue is earned across the Mid-Atlantic and Southeast. Our sales efforts include a variety of strategies, including a concentrated focus on national and regional homebuilders and multi-family developers and a local sales strategy for single and multi-family housing projects. Our cable and solar revenues are typically generated through third parties specializing in these industries who select us as a preferred provider of installation services. A significant portion of our Residential business volume is generated from long-term, repeat customers, some of whom use IES as a preferred provider for major projects.
Our long-term strategy is to continue to be a leading provider of electrical services to the residential market. The key elements of our long-term strategy include a continued focus on maintaining a low and variable cost structure and cash generation, allowing us to effectively scale according to the housing
cycle. During the housing downturn, we modifiedcycle, and to opportunistically increase our
strategy by expanding into markets less exposed to national building cycles, such as solar panel and cable installation services.market share.
Our competition primarily consists of small, privately owned contractors who
generally have limited access to capital. We believe that we have a competitive advantage over these smaller competitors due to our key employees’ long-standing customer relationships, our financial capabilities,
our strong employee training program, and our local market knowledge and competitive pricing. There are few barriers to entry for electrical contracting services in the residential markets.
Seasonality and Quarterly Fluctuations
Results of operations from our Residential segment can be seasonal, depending on weather trends, with typically higher revenues generated during spring and summer and lower revenues during fall and winter. Our service and maintenance business is generally not affected by seasonality. In addition, the construction industry has historically been highly cyclical. Our volume of business may be adversely affected by declines in multi-family occupancy rates as well as single-family housing starts within our operational footprint. Quarterly results may also be materially affected by the timing of new construction projects. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.
Infrastructure Solutions
Business Description
Our Infrastructure Solutions segment provides electro-mechanical solutions for industrial operations to domestic and international customers. Our solutions include the maintenance and repair of alternating current (AC) and direct current (DC) electric motors and
generators, as well as power generating and distribution equipment; the manufacture of custom-engineered power distribution equipment, including metal enclosed bus duct solutions used in power distribution; the manufacture of custom commercial and industrial generator enclosures; the manufacture, re-manufacture, and repair of industrial lifting magnets; and maintenance and repair of railroad main and auxiliary generators, main alternators, and traction motors.
This segment serves the steel, railroad, marine, petrochemical, pipeline, pulp and paper, wind energy, mining, automotive, power generation, scrap yards, data center, and utility industries. Our Infrastructure Solutions segment is comprised of ten locations in Alabama, Georgia, Illinois, Indiana, Ohio, and West Virginia, and is headquartered in Massillon, Ohio.
Industry Overview
Given the diverse end-markets of Infrastructure Solutions’ customers, we are subject to many economic trends. In general, demand for our services has been driven by growth in industries, such as data centers, in-house maintenance departments continuing to outsource maintenance and repair work, output levels and equipment utilization at heavy industrial facilities, railroad companies’ and mass transit authorities’ capital investments and repair needs, investment in the United States’ aging energy and industrial infrastructure, demand for critical power applications that have high power demands and require dependable power supplies, the need for electrical or pipeline infrastructure improvements and the overall health of the economy.
Sales and Marketing
Our sales efforts are primarily driven by personnel based at our operating locations, as well as independent sales representatives. Given that the majority of our apparatus repair customers are located within a 200-mile radius of our facilities, we believe that this structure allows us to rapidly address and respond to the needs of our customers. Our custom-engineered power distribution, bus system and generator enclosure products and services are principally sold in partnership with an original equipment manufacturer (“OEM”) or to an engineering, procurement and construction firm on behalf of the end-user. Our long term strategy is to be the preferred solutions provider of outsourced electro-mechanical services, repairs, and manufacturing to our select markets and a leader in custom-engineered metal enclosed bus systems and generator enclosures.
Competition
Our competition is comprised mainly of small, specialized manufacturing and repair shops, a limited number of other multi-location providers of electric motor repair, engineering and maintenance services, and various OEMs. Participants in this industry compete primarily on the basis of capabilities, service, quality, timeliness and price. We believe that we have a competitive advantage due to our breadth of capabilities, focus on quality, technical support, customer service, and financial resources.
Seasonality and Quarterly Fluctuations
Infrastructure Solutions’ revenues from its custom-engineered bus systems and generator enclosures are affected by the timing of customers' capital spending projects. Revenues from industrial services may be affected by the timing of scheduled outages at its industrial customers’ facilities and by weather conditions with respect to projects conducted outdoors, but the effects of seasonality on revenues in its industrial services business are not significant. Infrastructure Solutions’ quarterly results may fluctuate, and the results of one fiscal quarter may not be representative of the results of any other quarter or of the full fiscal year.
Commercial & Industrial
Business Description
Our Commercial & Industrial segment provides electrical and mechanical design, service, and construction services to commercial and industrial markets. Our design services range from budget assistance to providing design-build and LEED (Leadership in Energy & Environmental Design) solutions to our end customers. Our maintenance and emergency services include critical plant shutdown, troubleshooting, emergency testing, preventative maintenance, and constant presence. Our construction services range from the initial planning and procurement to installation and start-up and are offered to a variety of new and remodel construction projects, ranging from the construction of office buildings and industrial facilities to transmission and distribution projects. We also provide mechanical services such as maintenance agreements, installation, or replacement of mechanical equipment for commercial and industrial facilities.
This segment provides services for a variety of project types, including office buildings, manufacturing facilities, data centers, chemical plants, refineries, wind farms, solar facilities, municipal infrastructure and health care facilities. The Commercial & Industrial segment consists of 22 locations, which includes the segment headquarters in Houston, Texas. Geographically, these locations cover Texas, Nebraska, Oregon, Wisconsin, and the Southeast and Mid-Atlantic regions.
Industry Overview
Given the diverse end-markets of our Commercial & Industrial customers, which include both commercial buildings, such as offices, healthcare facilities and schools, and industrial projects, such as power, chemical, refinery and heavy manufacturing facilities, we are subject to many trends within the construction industry. In general, demand for our Commercial & Industrial services is driven by construction and renovation activity levels, economic growth, and availability of bank or other financing. Currently, the construction industry is being impacted by the ongoing COVID-19 pandemic, which has caused some customers to delay the awarding of new projects. Due to economic, technological or other factors, there can be no assurance that construction and demand will increase.
Sales and Marketing
Our sales focus varies by location, but is primarily based upon regional and local relationships and a demonstrated expertise in certain areas, such as heavy industrial, design-build, agricultural, or transmission and distribution. Our maintenance and certain renovation and upgrade work tends to be either recurring or experience lower sensitivity to economic cycles, or both. A significant portion of our larger projects is awarded from long-term, repeat customers. From time to time, we are contracted on projects with completion times extending beyond one year or over several years, which are generally more complex and difficult to estimate.
With a focus on quality service offerings, our long-term strategy is to continue to be one of the preferred providers of electrical and mechanical services in the markets where we have demonstrated expertise and/or are a local market leader. Key elements of our long-term strategy include leveraging our expertise in certain niche markets, expanding our service and maintenance business, attracting and retaining highly qualified employees, and maintaining our focus on returns on risk adjusted capital through an emphasis on reducing costs and managing working capital.
Competition
The electrical and mechanical contracting services industry is generally highly competitive and includes a number of regional or small privately-held local firms. Traditionally, competitors in certain parts of this market have faced few barriers to entry. Therefore, we seek to pursue projects where our access to capital and expertise provide a competitive advantage.
Industry expertise, project size, location and past performance will determine our bidding strategy, the level of involvement from competitors and our level of success in winning awards. Our primary advantages vary by location and market, but mostly are based upon local individual relationships with key customers or a demonstrated industry expertise. Additionally, due to the size of many of our projects, our financial resources help us compete effectively against local competitors.
Seasonality and Quarterly Fluctuations
The effects of seasonality on our Commercial & Industrial business are not significant, as most of our work generally is performed inside structures protected from the weather. However, we do perform some work outdoors, which can be affected by the weather. Most of our service and maintenance business is also generally not affected by seasonality. However, the construction industry has historically been highly cyclical. Our volume of business may be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. Quarterly results may also be materially affected by the timing of new construction projects. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.
The raw materials and components we use within our segments include, but are not limited to, electrical fixtures and system components, copper, aluminum, and raw steel. These raw materials and components are generally available from a variety of domestic suppliers at competitive prices. Delivery times are typically short for most raw materials and standard components, but during periods of peak demand, may extend to one month or more. Our strategy to reduce commodity cost exposure includes early buying of commodities for particular projects or general inventory, as well as including escalation and escape provisions in project bids, quotes and contracts wherever possible.
However, such protections may not be included in every contract or project, and in such cases, we may not be fully reimbursed for increases in commodity prices by our customers and may be exposed to commodity price volatility on longer-term projects where we have prepaid for commodities.
The primary risks in our existing operations include project bidding and management, bodily injury, property and environmental damage, and construction defects. We monitor project bidding and management practices at various levels within the Company. We maintain automobile, general liability and construction defect insurance for third party health, bodily injury and property damage, as well as pollution coverage and workers’ compensation coverage, which we consider appropriate to insure against these risks. Our
third-party insurance is subject to deductibles for which we establish reserves. In light of these risks, we are also committed to a strong safety and environmental compliance culture. We employ full-time and part-time regional safety managers, under the supervision of our full-time Senior Vice President of Safety, and seek to maintain standardized safety and environmental policies, programs, procedures and personal protection equipment relative to each segment, including programs to train new employees, which apply to employees new to the industry and those new to the Company.
We are also subject to cyber security and information theft risks in our operations, which we seek to manage through a cyber and information security program, training and insurance coverage. Given the dynamic and evolving nature of cyber threats, we cannot be assured that we are protected against all such threats.
In the electrical contracting industry, our ability to post surety bonds provides us with an advantage over competitors that are smaller or have fewer financial resources. We believe that the strength of our balance sheet, as well as a good relationship with our bonding providers, enhances our ability to obtain adequate financing and surety bonds, although there can be no assurance that surety bonding coverage will be available when we need it. For a further discussion of our risks, please refer to Item 1A. “Risk Factors” of this Annual Report on Form10-K.
We have a diverse customer base. During each of the twelve-month periodsyears ended September 30, 2017, 20162020, 2019 and 2015,2018, no single customer accounted for more than 10% of our consolidated revenues. We emphasize developing and maintaining relationships with our customers by providing superior, high-quality service.Managementservice.Management at each of our segments is responsible for determining sales strategies and sales activities.
CONTROLLING SHAREHOLDER
A majority of our outstanding common stock is owned by Tontine Associates, L.L.C. ("Tontine Associates") and its affiliates (collectively, “Tontine”). Based on an amended Schedule 13D filed by Tontine with the United States Securities and Exchange Commission (the “SEC”) on October 9, 2020, Tontine owns approximately 56 percent of our outstanding common stock. As a result, Tontine can control most of our affairs, including most actions requiring the approval of shareholders, such as the approval of any potential merger or sale of all or substantially all of the Company's assets or business segments, or the Company itself. Most of Tontine’s shares are registered for resale on a shelf registration statement filed by the Company with the SEC. Tontine’s sale of all or any portion of its shares could result in a change of control of the Company, which would trigger the change of control provisions in a number of our material agreements, including our credit agreement, bonding agreements with our sureties and our executive severance plan. For more information, see Note 3, “Controlling Shareholder” in the notes to our Consolidated Financial Statements.
NET OPERATING LOSS TAX CARRYFORWARDS
The Company and certain of its subsidiaries have an estimated federal net operating loss (“NOL”) of approximately $217.3 million at September 30, 2020, including approximately $128.0 million resulting from net operating losses on which a deferred tax asset is not recorded.
In December 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted which, among other things, reduced the corporate income tax rate from 35% to 21%, effective January 1, 2018. As a result of this change, the Company’s statutory rate for fiscal 2018 was a blended rate of 24.53% and decreased to 21% in 2019. For the year ended September 30, 2018, our effective tax rate differed from the statutory tax rate as a result of a charge of $31.3 million to re-measure our deferred tax assets and liabilities to reflect the estimated impact of the new statutory tax rate. Any future change in the federal statutory tax rate could also impact the economic benefit of the NOL and other deferred tax assets available to us and result in an additional charge or benefit to adjust the book value of the deferred tax asset recorded on our Consolidated Balance Sheets.
A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of NOLs for federal and state income tax purposes. Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership could occur. In addition, a change in ownership could result from the purchase of common stock by an existing or a new 5% shareholder as defined by Internal Revenue Code Section 382. Should a change in ownership occur, all NOLs incurred prior to the change in ownership would be subject to limitation imposed by Internal Revenue Code Section 382, which would substantially reduce the amount of NOL currently available to offset taxable income. For more information see Note 3, “Controlling Shareholder” in the notes to our Consolidated Financial Statements.
The Company maintains a tax benefit protection plan (the “NOL Rights Plan”) which is designed to deter an acquisition of the Company’s stock in excess of a threshold amount that could trigger a change in ownership within the meaning of Internal Revenue Code Section 382.
REMAINING PERFORMANCE OBLIGATIONS AND BACKLOG
Remaining performance obligations represent the unrecognized revenue value of our contract commitments. While backlog is not a defined term under accounting principles generally accepted in the United States of America ("GAAP"), it is a common measurement used in our industry, and we believe it improves our ability to forecast future results and identify operating trends that may not otherwise be apparent. Backlog is a measure of revenue that we expect to recognize from work that has yet to be performed on uncompleted contracts and from work that has been contracted but has not started, exclusive of short-term projects. While all of our backlog is supported by documentation from customers, backlog is not a guarantee of future revenues, as contractual commitments may change and our performance may vary. Not all of our work is performed under contracts included in backlog; for example, most of the
apparatus repair work that is completed by our Infrastructure Solutions segment is performed under master service agreements on anas-needed basis. Additionally, electrical installation services for single-family housing inat our Residential segment isare completed on a short-term basis and isare therefore excluded from backlog.The table below summarizes our remaining performance obligations and backlog by segment:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
| | | (Dollars in millions) | |
Commercial & Industrial | | $ | 140 | | | $ | 116 | |
Communications | | | 69 | | | | 91 | |
Infrastructure Solutions | | | 39 | | | | 34 | |
Residential | | | 83 | | | | 100 | |
| | | | | | | | |
Total | | $ | 331 | | | $ | 341 | |
| | | | | | | | |
While our entire
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Remaining Performance Obligations | Agreements without an enforceable obligation (1) | Backlog | | Remaining Performance Obligations | Agreements without an enforceable obligation (1) | Backlog |
| (Dollars in millions) |
| Communications | $ | 169 | | $ | 33 | | $ | 202 | | | $ | 131 | | $ | 29 | | $ | 160 | |
| Residential | 170 | | 51 | | 221 | | | 132 | | 34 | | 166 | |
| Infrastructure Solutions | 43 | | 9 | | 52 | | | 37 | | 11 | | 48 | |
| Commercial & Industrial | 123 | | 4 | | 127 | | | 152 | | 11 | | 163 | |
| Total | $ | 505 | | $ | 97 | | $ | 602 | | | $ | 452 | | $ | 85 | | $ | 537 | |
(1) Our backlog is supported by documentationincludes signed agreements and letters of intent that we do not have a legal right to enforce prior to beginning work. These agreements are excluded from customers authorizing theremaining performance of futureobligations until work backlog is not a guarantee of future revenues as contractual commitments may change. begins.
We expect that
$278$438 million of our September 30,
2017,2020 backlog will result in revenue during fiscal
2018,2021, with the remaining
$53$164 million expected to be realized in fiscal
2019;2022; however, there can be no assurance that this backlog will be completed within expected time frames or at all. The
declineincrease in our backlog year over year
iswas primarily driven by
strong demand and increased market share within our Communications and Residential segments.
Backlog in our Communications segment can be highly variable, as this segment’s backlog is characterized by large, relatively quick-turning projects. The timing of our customers’ investment cycles may result in periods of lower growth. Our Residential segment’s backlog was atypically high at September 30, 2016, as a result of project delays related to labor shortages in other trades. We worked through that delay related backlog during fiscal 2017.
Our operations are subject to various federal, state and local laws and regulations, including:
•licensing requirements applicable to electricians and mechanical service technicians;
•building and electrical codes;
•regulations relating to worker safety, labor relations and protection of the environment;
•regulations relating to consumer protection, including those governing residential service agreements; and
•qualifications of our business legal structure in the jurisdictions where we do business.
Many state and local regulations governing electricians and mechanical services require permits and licenses to be held by individuals. In some cases, a required permit or license held by a single individual may be sufficient to authorize specified activities for all our electricians or mechanical service technicians who work in the state or county that issued the permit or license. We endeavour to ensure that, where possible, anyWhile we seek permits or licenses, where available, that may be material to our operations in a particular geographic area areto be held by multiple employees
within that
area.area, given the large number of permits and licenses required, we are unable to ensure that multiple employees hold such required permits and licenses.
We believe
that we have all licenses required to conduct our operations and are in
material compliance with applicable regulatory requirements. Failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses or an inability to perform government work.
During fiscal year 2017,2020, the Company maintained a revolving credit facility, as further described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — The Revolving
Credit Facility”Liquidity and Capital Resources” of this Annual Report on Form 10-K. For a discussion of the Company’s capital resources, see Item 7. “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”of this Annual Report on Form 10-K.
For information on the Company’s financial information by segment, see Note 10,11, “Operating Segments” in the notes to our Consolidated Financial Statements.
At September 30,
2017,2020, we had
3,5325,243 employees, of whom 5,214 were full-time employees. We are party to two collective bargaining agreements within our Infrastructure Solutions segment. We have not experienced, and do not expect, any work stoppage, and we believe that our relationship with our employees is strong.
As of September 30,
2017,2020, we have
8479 domestic locations serving the United States. In addition to our
2two executive and corporate offices, as of September 30,
2017,2020, we have
24 locations within our Commercial & Industrial business, 1216 locations within our Communications business,
1029 locations within our Residential business, ten locations within our Infrastructure Solutions business and
3622 locations within our
ResidentialCommercial & Industrial business. This
geographic diversity helps to reduce our exposure to unfavorable economic developments in any given region.
EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information with respect to each executive officer is as follows:
Robert W. Lewey, 55,
Jeffrey, L. Gendell, 61, has served as a Director of the CompanyCompany's Chief Executive Officer since April 2016 and as President of the Company since May 2015. HeOctober 1, 2020; he previously served as Interim Chief OperatingExecutive Officer from July 31, 2020 to September 30, 2020. Mr. Gendell has also served as the Chairman of the Company from January 2015 to May 2015 while continuing to serve as Senior Vice President, Chief Financial OfficerBoard since November 2016. Mr. Gendell is the founder and Treasurermanaging member of Tontine Associates, L.L.C., which together with its affiliates is the Company's majority shareholder. Mr. Gendell formed Tontine in 1995 and manages all of the Company, a role he hadinvestment decisions at the firm. Prior to forming Tontine, Mr. Gendell held from January 2012 to May 2015. From 2001 to 2006senior investment management positions at several other private investment firms, including Odyssey Partners, L.P., and from 2007 to January 2012, Mr. Lewey served as Director of Tax, Vice President, Tax and Treasurer for IES. From 2006 to 2007, he served as Vice President, Tax for Sulzer US Holdings, Inc. From 1995 to 2001, Mr. Lewey served as Vice President, Tax for Metamor Worldwide, Inc., a leading provider of information technology solutions. Mr. Lewey began his career with Deloitte LLP.in investment banking over 35 years ago at Smith Barney, Harris Upham & Co., where he was involved in capital markets, corporate finance and M&A activity.
Tracy A. McLauchlin, 47,51, has served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since May 2015. She previously served as Vice President and Chief Accounting Officer of the Company since February 2014. Prior to joining IES, Ms. McLauchlin served as Vice President and Chief Accounting Officer of Rockwater Energy Solutions, Inc. from June 2011 to November 2013. From June 2004 to June 2011, Ms. McLauchlin was with Dynegy Inc., where she served as Senior Vice President and Controller from March 2009 to June 2011 and from June 2004 to March 2009 served in various other capacities in finance and accounting.Gail D. Makode, 42, has served as Senior Vice President, General Counsel and Corporate Secretary since October 2012. She began her career with PricewaterhouseCoopers LLP after receiving her Master of Accounting from Rice University. Ms. Makode previously served in various legal positions at MBIA Inc. and its subsidiaries from 2006 to 2012, including as General Counsel andMcLauchlin is a member of the Board at MBIA Insurance Corporation and Chief Compliance Officer of MBIA Inc. Prior to MBIA, Ms. Makode served as Vice President and Counsel for Deutsche Bank AG from 2003 to 2006, and before that, was an Associate at Cleary, Gottlieb, Steen & Hamilton, where she specialized in public and private securities offerings and mergers and acquisitions.
Certified Public Accountant. We have adopted a Code of Ethics for Financial Executives that applies to our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics may be found on our website atwww.ies-co.com www.ies-corporate.com/corporate-governance.
If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code
of Ethics to our principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on that website or in a report on Form
8-K. Paper copies of these documents are also available free of charge upon written request to us.
General information about us can be found on our website atwww.ies-co.com under “Investor Relations.” We file our interim and annual financial reports, as well as other reports required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC.
Our annual report onForm 10-K, quarterly reports onForm 10-Q and current reports onForm 8-K, as well as any amendments and exhibits to those reports are available free of charge through our website as soon as it is reasonably practicable after we file them with, or furnish them to, the SEC. You may also contact our Investor Relations department and they will provide you with a copy of these reports.reports, or you may find them at www.ies-corporate.com/sec-filings. The materials that we file with the SEC are also available free of charge through the SEC’s website at www.sec.gov. You may also read and copy these materials at the SEC’s Public Reference Room at 100 F Street, NE., Washington, D.C. 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1–800–SEC–0330.
In addition to the Code of Ethics for Financial Executives, we have adopted a Code of Business Conduct and Ethics for directors, officers and employees (the Legal Compliance and Corporate Policy Manual), and established Corporate Governance Guidelines and adopted charters outlining the duties of our Audit, Human Resources and Compensation and Nominating/Governance Committees, copies of which may be found on our website. Paper copies of these documents are also available free of charge upon written request to us. We have designated an “audit committee financial expert” as that term is defined by the SEC. Further information about this designee may be found in the Proxy Statement for the 20182021 Annual Meeting of Stockholders of the Company.
Item 1A. Risk Factors
You should consider carefully the risks described below, as well as the other information included in this document before making an investment decision. Our business, results of operations or financial condition could be materially and adversely affected by any of these risks, and the value of your investment may decrease due to any of these risks.
Existence of a controlling shareholder.
A majority
Risks Relating to the Operations of our outstanding common stock is ownedBusiness
The Coronavirus Disease 2019 ("COVID-19") pandemic has adversely impacted and could have a materially adverse impact on our business, including our financial condition, cash flows and results of operations.
The COVID-19 pandemic and related governmental responses have caused, and are likely to continue to cause, significant volatility in financial markets, and have raised the prospect of an extended global recession. Public health problems resulting from COVID-19 and precautionary measures instituted by
Tontine. Based ongovernments and businesses to mitigate its spread, including travel restrictions, curfews and "stay at home" orders, have contributed to a
Form 4 filed on October 3, 2017, by Tontine, Tontine owns approximately 58%prolonged slowdown in the global economy, have disrupted global supply chains, have adversely impacted the businesses of the Company’s
common stock. As a result, Tontine can control most of our affairs, including the election of our directors, who in turn appoint executive managementcustomers and
can control most actions requiring the approval of shareholders, including the adoption of amendments to our corporate chartersuppliers, and
approval of any potential merger or sale of all or substantially all assets, segments, or the Company itself. This control also gives Tontine the ability to bring matters to a shareholder vote that may not be in the best interest of our other shareholders or stakeholders. Additionally, Tontine is in the business of investing in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us or act as suppliers or customers of the Company. Pursuant to a resale shelf registration statement filed by the Company, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings as long as the registration statement remains effective, as described further in the registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement. Tontine’s sale of all or any portion of its shares could result in a change of control of the Company, which 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 executive severance plan.Our common stock has less liquidity than many other stocks listed on the NASDAQ Global Market.
Historically, the trading volume of our common stock has been relatively low when compared to larger companies listed on the NASDAQ Global Market or other stock exchanges. While we have experienced increased liquidity in our stock during recent years, we cannot say with certainty that a more active and liquid trading market for our common stock will continue to develop. Because of this, it may be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares.
Availability of net operating losses may be reduced by a change in ownership.
A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of NOLs, for federal and state income tax purposes. Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership could occur. A change in ownership could also result from the purchase of common stock by an existing or a new 5% shareholder as defined by Internal Revenue Code Section 382. As of September 30, 2017, we have approximately $236.2 million of federal NOLs that are available to use to offset taxable income, exclusive of NOLs from the amortization of additional tax goodwill. Should a change in ownership occur, all NOLs incurred prior to the change in ownership would be subject to limitation imposed by Internal Revenue Code Section 382, which would substantially reduce the amount of NOL currently available to offset taxable income.
The Company maintains an NOL Rights Plan, which was designed to deter an acquisition ofdisrupted 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. The NOL Rights Planoperations. There is designed to dilute the ownership of such an acquirer through the offering of rights to the Company’s other stockholders that will become exercisable upon the acquirer’s purchase of the Company’s stock in excess of the threshold amount. We can make no assurances the NOL Rights Plan will be effective in deterring a change in control or protecting or realizing NOLs.
We have recognized deferred tax assets based upon our estimates of future taxable income, and we may recognize tax expense if there is a reduction in the statutory tax rate or if future taxable income is lower than our estimates.
As of September 30, 2017, we have a net deferred tax asset of $86.2 million on our consolidated balance sheet, of which $77.5 million is attributable to NOLs. To realize the full benefit of this deferred tax asset attributable to NOLs, we must generate sufficient taxable income within the applicable carry forward period to offset against NOLs. Under GAAP, we are required to assess whether we believe the benefit of the deferred tax asset is more likely than not to be realized based on our expectation of generating sufficient future taxable income, and we are required to record a valuation allowance, or offset, against our deferred tax asset based on the portion of the deferred tax asset that we believe is not more likely than not to be realized.
If we are unable to generate sufficient taxable income in the future to utilize our NOLs, we could be required to record valuation allowances, resulting in an increase in income tax expense and a reduction of our consolidated net income. Failure to generate sufficient taxable income in the future could also result in the expiration of certain NOLs.
Any decrease in the federal statutory tax rate, including enactment of a tax reform legislation such as the ones recently passed by the US House of Representatives and Senate, or other changes in federal tax statutes, could also cause a reduction in the economic benefit of the NOL currently available to us and a corresponding reduction in the amount of our recorded deferred tax assets.
Our inability to carry out plans and strategies as expected, including our inability to identify and complete acquisitions that meet our investment criteria in furtherance of our corporate strategy or the subsequent underperformance of those acquisitions, may adversely impact our future growth.
Our corporate strategy involves creating shareholder value through acquiring or investing in stand-alone platform companies based in North America or acquiring businesses that we believe will strategically complement our existing business segments. While we believe that acquisitions will provide an opportunity to expand into newend-markets and diversify our revenue and profit streams, potential acquisitions in new industries could result in changes in our operations from those historically conducted by us and introduce the requirement for new controls. Alternatively our failure to diversify from existing markets may limit our future growth. In addition, our investments may not perform as expected or may not generate a positive return on investment, due to factors we could not predict prior to the acquisition or due to incorrect investment assumptions.
To service our indebtedness and to fund working capital, we will require a significant amount of cash. Our ability to generate cash depends on many factors that are beyond our control.
Our ability to make payments on and to refinance our indebtedness and to fund working capital requirements will depend on our ability to generate cash in the future. This is subject to our operational performance, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We cannot provide assurance that our businessthe outbreak will generate sufficient cash flow from operations or asset sales or that future borrowings will be available to us under our credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot provide assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. Our inability to refinance our debt on commercially reasonable terms couldnot have a material adverse effectimpact on the future results of the Company. Potential risks associated with the COVID-19 pandemic include:
•Government travel restrictions, curfews, “stay at home” orders, and other safety concerns related to COVID-19 have caused some of our customers to close job sites temporarily or delay the start dates of new projects and the awarding of new projects. Because much of our revenue is generated by our employees working at customer sites, our revenue will be reduced if a significant number of our customer sites close, or if customers reduce or eliminate the presence of third-party contractors and service providers, such as our employees. Further, a general economic downturn could reduce the demand for our services. Any cancellations, delays or losses of projects may significantly reduce our revenues and harm our operating performance.
•The COVID-19 pandemic could disrupt our operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others on our business.
We have restrictionsjob sites or in our facilities, or due to quarantines. The COVID-19 pandemic could also impact members of our Board, resulting in absenteeism from the meetings of the directors or committees of the directors, and covenants undermake it difficult to convene the quorums of the full Board or its committees needed to conduct meetings for the management of our credit facility andaffairs.
•Certain of our customers may experience financial difficulties, including bankruptcy or insolvency, as a result of a decline in the failureeconomy relating to meet these covenants, including liquidity, EBITDA and otherCOVID-19. If our customers suffer significant financial requirements, could resultdifficulty, they may be unable to pay amounts due to us in a default and acceleration of our indebtedness.We may not be able to remain in compliance with the covenants in our credit facility, including financial covenants which, among other things, require minimum levels of liquidity and EBITDA as defined under our credit facility. A failure to fulfill the terms and requirements of our credit facility may result in a default under our credit agreement and acceleration of our indebtedness, as well as a default under onetimely manner or more of our material agreements, any ofat all, which could have a material adverse effect on our ability to conductcollect on
receivables and our
results of operations. It is possible that customers may contest their contractual obligations to us under bankruptcy laws or otherwise. Further, we may have to negotiate significant discounts and/or extended financing terms with such customers in such a situation. If we are unable to collect upon our accounts receivable as they come due in an efficient and timely manner, our business, results of operations and
our financial
condition.We may issue additional shares of common stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the book value per share of our common stock.
Our authorized capital includes 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of September 30, 2017, we had 22,049,529 shares of common stock issued, 21,336,975 shares of common stock outstanding and no shares of preferred stock issued or outstanding. We have reserved for issuance 45,750 shares of common stock underlying options that are exercisable at a weighted average price of $6.42 per share. In addition, as of September 30, 2017, we had the ability to issue 1,060,191 shares of common stock pursuant to options and restricted stock thatcondition may be granted in the future under our existing equity compensation plans.
Although we currently do not have any intention of issuing additional common stock (other than pursuant to our equity compensation plans), we may do so in the future in order to meet our capital needs. Subject to applicable NASDAQ Listing Rules, our Board of Directors generally has the authority, without action by or vote of the stockholders, to issue all or part of any authorized but unissued shares of common stock for any corporate purpose. We may seek additional equity capital in the future as we develop our business and expand our operations. Any issuance of additional shares of common stock or convertible securities will dilute the percentage ownership interest of our stockholders and may dilute the book value per share of our common stock.
Substantial sales of our common stock couldmaterially adversely affect our stock price.
Sales of a substantial number of shares of our common stock by holders of our common stock, or the perception that such sales could occur, could adversely affect the market price of our common stock by introducing a large number of shares into the market. Such sales, or the perception that such sales could occur, could cause the market price of our common stock to decline. We cannot predict whether future sales of our common stock, or the availability of our common stock for sale, will adversely affect the market price for our common stock or our ability to raise capital by offering equity securities.
affected.
The highly competitive nature of our industries could affect our profitability by reducing our
revenues or profit margins.
With respect to electrical contracting services, the industries in which we compete are highly fragmented and are generally served by many small, owner-operated private companies. There are also several large private regional companies and a small number of large public companies from which we face competition in these industries. In the future, we could also face competition from new competitors entering these markets because certain segments, such as our electrical contracting services, have a relatively low barrier for entry while other segments, such as our services for mission critical infrastructure, have attractive dynamics.growth and profitability characteristics. Some of our competitors offer a greater range of services, including mechanical construction, facilities management, plumbing and heating, ventilation and air conditioning services. Competition in our markets depends on a number of factors, including price. Some of our competitors may have lower overhead cost structures and may, therefore, be able to provide services comparable to ours at lower rates than we do. If we are unable to offer our services at competitive prices or if we have to reduce our prices to remain competitive, our profitability would be impaired.
The markets in which Infrastructure Solutions does business are highly competitive, and we do not expect the level of competition that we face to decrease in the future. An increase in competitive pressures in these markets or our failure to compete effectively (including efficiently managing future capital expenditures and refurbishment, repair and upgrade costs) may result in pricing reductions, reduced gross margins, and loss of market share.
ManySome of our competitors have longer operating histories, greater name recognition, more customers, and significantly greater financial, marketing, technical, and other competitive resources than we have. These competitors may be able to adapt more quickly to new technologies and changes in customer needs or devote greater resources to the development, promotion, and sale of their services. While we believe Infrastructure Solutions’ overall product and service offerings distinguish it from its competitors, these competitors could develop new products or services that could directly compete with Infrastructure Solutions’ services.
We generate a significant portion of our revenues under fixed price contracts. The estimates we use in placing bids and changes in commodity and labor costs could have an adverse effect on our ability to maintain our profitability.
We currently generate, and expect to continue to generate, a significant portion of our revenues under fixed price contracts. The cost of fuel, labor and materials, including copper wire or other commodities, may vary significantly from the costs we originally estimate. Variations from estimated contract costs along with other risks inherent in performing fixed price contracts, including our ability to successfully manage projects, may result in actual revenue and gross profits for a project differing from those we originally estimated and could result in losses on projects. Depending upon the size of a particular project, variations from estimated contract costs can have a significant impact on our operating results.
If the costs associated with labor and commodities, such as copper, aluminum, steel, fuel and certain plastics, increase due to low supply or other forces, losses may be incurred. Some of our materials have been and may continue to be subject to sudden and significant price increases. Depending on competitive pressures and customer resistance, we may not be able to pass on these cost increases to our customers, which would reduce our gross profit margins and, in turn, make it more difficult for us to maintain our profitability. We have a work force of over 5,000 employees, and our labor costs may fluctuate based on supply as well as other labor related risks, including risks related to collective bargaining agreements, benefits arrangements, wage and hour claims and other compensation arrangements.
A failure to secure new contracts may adversely affect our cash flows and financial results.
Much of our revenue is derived from projects that are awarded through a competitive bid process. Contract bidding and negotiations are affected by a number of factors, including our own cost structure and bidding policies. In addition, our ability to secure new contracts depends on our ability to maintain all required electrical, construction,
mechanical and business licenses. If we fail to successfully transfer, renew or obtain such licenses where applicable, we may be unable to compete for new business.
The failure to bid and be awarded projects, cancellations of projects or delays in project start dates could affect our ability to deploy our assets profitably. Further, when we are awarded contracts, we face additional risks that could affect whether, or when, work will begin. We could experience a decrease in profitability if we are unable to replace canceled, completed or expired contracts with new work.
Our inability to carry out plans and strategies as expected, including our inability to identify and complete acquisitions that meet our investment criteria in furtherance of our corporate strategy or the subsequent underperformance of those acquisitions, may adversely impact our future growth and profitability.
Our corporate strategy involves creating shareholder value through acquiring businesses that we believe will strategically complement our existing business segments or acquiring or investing in stand-alone platform companies based in North America. While we believe that acquisitions will provide an opportunity to expand into new or related services, products, end-markets or geographic areas and diversify our revenue and profit streams, potential acquisitions could result in changes in our operations from those historically conducted by us and introduce the requirement for new controls. Alternatively, our failure to diversify from existing markets may limit our future growth. In addition, our investments may not perform as expected or may not generate a positive return on investment due to factors we could not predict prior to the acquisition or due to incorrect investment assumptions.
We may be unsuccessful at integrating other companies that we may acquire, or new types of work, products or processes into our segments.
We are actively seeking to engage in acquisitions of operations, assets and investments, or to develop new types of work or processes, and we may seek to engage in dispositions of certain operations, assets or investments from time to time. If we are unable to successfully integrate newly acquired assets or operations or if we make untimely or unfavorable investments or dispositions, it could negatively impact the market value of our common stock. Additionally, any future acquisition, investment or disposition may result in significant changes in the composition of our assets and liabilities, and as a result, our financial condition, results of operations and the market value of our common stock following any such acquisition, investment or disposition may be affected by factors different from those currently affecting our financial condition, results of operations and market value of our common stock.
The difficulties of integrating a business, assets or operations potentially will include, among other things:
•geographically separated organizations and possible differences in corporate cultures and management philosophies;
•significant demands on management resources, which may distract management’s attention fromday-to-day business;
•differences in the disclosure systems, compliance requirements, accounting systems, and accounting controls and procedures of the acquired company, which may interfere with our ability to make timely and accurate public disclosure; and
•the demands of managing new locations, new personnel and new lines of business acquired.
Challenges with disposing of businesses include fulfilling indemnification and contractual obligations to the purchases of such a business and appropriately valuing such a disposition.
Demand for our services is cyclical and vulnerable to economic downturns affecting the industries we serve.
Demand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to downturns in the general economy,
andas well as in the construction
industry.industry and the housing market. Many of our customers depend on the availability of credit to purchase our services or electrical and mechanical products.
In the past, when the general level of economic activity has been reduced from historical levels, certain of our customers have delayed or cancelled projects or capital spending, thereby reducing our revenues and profitability. General concerns about the fundamental soundness of the economy may cause customers to defer projects, even if they have credit available to them. Prolonged uncertainties in, or the return of, constrained credit market conditions could have adverse effects on our customers, which would adversely affect our financial condition and results of operations.
Backlog may not be realized or may not result in profits.
Customers often have no obligation under our contracts to assign or release work to us, and many contracts may be terminated on short notice. Reductions in backlog due to cancellation of one or more contracts by a customer or for other reasons could significantly reduce the revenue and profit we actually receive from contracts included in backlog. In the event of a project cancellation, we may be reimbursed for certain costs, but typically have no contractual right to the total revenues reflected in our backlog.
We may incur significant charges or be adversely impacted by the closure or sale of facilities or assets.
In the past, we incurred significant costs associated with the closure or disposition of facilities, and we expect from time to time to evaluate the need for future facility closures or dispositions of assets. If we were to elect to dispose of a substantial portion of any of our segments, facilities, or assets, the realized values of such assets could be substantially less than current book values, which would likely result in a material adverse impact on our financial results. In addition, we may have warranty claims or other unexpected liabilities from closed facilities beyond the closing date, which could adversely impact our financial returns.
The availability and cost of surety bonds affect our ability to enter into new contracts and our margins on those engagements.
Many of our customers require us to post performance and payment bonds issued by a surety. Those bonds guarantee the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. We obtain surety bonds from two primary surety providers; however, there is no commitment from these providers to guarantee our ability to issue bonds for projects as
they are required. Our ability to access this bonding capacity is at the sole discretion of our surety providers. Accordingly, if we were to experience an interruption or reduction in our availability of bonding capacity, we may be unable to compete for, or work on, certain projects.
Due to seasonality and differing regional economic conditions, our results may fluctuate from period to period.
Our business is subject to seasonal variations in operations and demand that affect the construction business, particularly in the Residential and Commercial & Industrial segments. Untimely weather delay from rain, heat, ice, cold or snow may not only delay our work but may negatively impact our schedules and profitability by delaying the work of other trades on a construction site. Our quarterly results may also be affected by regional economic conditions that affect the construction market. In particular, a prolonged period of weak demand in the oil and gas industry or increased regulatory restrictions on the industry could dampen the housing market in certain regions, resulting in reduced demand for the services provided by our Residential segment. Infrastructure Solutions’ revenues from industrial services may be affected by the timing of scheduled outages at its industrial customers’ facilities, by weather conditions with respect to projects conducted outdoors, by data center construction, and by changes in spending in public infrastructure, power and steel markets. Industrial and rail customers may also be affected by volatility in oil prices. Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.
We may experience difficulties in managing our billings and collections.
Our billings under fixed price contracts in our contracting business are generally based upon achieving certain milestones and will be accepted by the customer once we demonstrate those milestones have been met. If we are unable to demonstrate compliance with billing requests, or if we fail to issue a project billing, our likelihood of collection could be delayed or impaired, which, if experienced across several large projects, could have a material adverse effect on our results of operations. Further, some of our customers may be highly leveraged or may be subject to their own operating and regulatory risks, which may also limit their ability to pay.
Our operations are subject to numerous physical hazards. If an accident occurs, it could result in an adverse effect on our business.
Hazards related to our industry include, but are not limited to, electrocutions, fires, injuries involving ladders, machinery-caused injuries, mechanical failures and transportation accidents. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, and suspension of operations. Our insurance does not cover all types or amounts of liabilities. In addition, if our safety record were to substantially deteriorate over time, our customers could cancel our contracts or not award us future business.
Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.
We maintain insurance coverage in part because some of our contracts require us to carry certain levels of insurance coverage, which is common in the industries in which we operate.Our third-party insurance is subject to deductibles for which we establish reserves. No assurance can be given that our insurance or our provisions for incurred claims and incurred but not reported claims will be adequate to cover all losses or liabilities we may incur in our operations; nor can we provide assurance that we will be able to maintain adequate insurance at reasonable rates.
Litigation and claims can cause unexpected losses.
In all of our businesses, we are subject to potential claims and litigation, including contractual disputes, warranty claims, and claims related to our compliance with legal and regulatory requirements. Such claims and litigation are common in the construction and electrical and mechanical maintenance businesses and may be related to contract delays, changes in the scope of work or alleged defects. There are also inherent claims and litigation risks associated with the number of people that work on construction sites and the fleet of vehicles on the road every day. In our Infrastructure Solutions businesses, we also may be subject to product liability litigation. Claims are sometimes made and lawsuits filed for amounts in excess of their value or in excess of the amounts for which they are eventually resolved. Claims and litigation normally follow a predictable course of time to resolution. However, there may be periods of time in which a disproportionate amount of our claims and litigation are concluded in the same quarter or year. If multiple matters are resolved during a given period, then the cumulative effect of these matters may be higher than the ordinary level in any one reporting period.
Latent defect litigation is normal for residential home builders in some parts of the country, as well as in certain areas of the commercial market. Any increases in our latent defect claims and litigation could place pressure on the profitability of the Residential and Commercial & Industrial segments of our business.
Disruptions to the proper functioning of our information technology systems or security breaches of our critical data, sensitive information or information technology systems could disrupt operations and cause increases in costs, decreases in revenues and/or harm to our reputation.
Our Company continues to increase its dependence on information technology systems, networks, and infrastructure to conduct our day to day operations and manage the way we provide services to our customers. Disruptions to our information technology systems or our failure to adequately protect critical data, sensitive information, and information technology systems could materially affect our business or result in harm to our reputation. Our critical accounting, project management, estimating, and financial information systems, some of which are third-party platforms, all rely on the proper functioning and security of our information technology environment and are critical to the successful operation of our business. We also collect and retain information about our customers, stockholders, vendors, and employees, with the expectation by such third parties being that we will adequately protect such information. Although our information technology systems, networks and infrastructure are protected through physical and software safeguards, our information technology environment is still vulnerable to natural disasters, power losses, telecommunication failures, deliberate intrusions, inadvertent user misuse or error, computer viruses, malicious code, ransomware attacks, acts of terrorism and other cyber security risks, which could cause a loss of critical data, or release of sensitive information. If critical information systems fail or are otherwise unavailable, or if sensitive information is released, our business operations could be adversely affected.
We may be required to conduct environmental remediation activities, which could be expensive and inhibit the growth of our business and our ability to maintain profitability, particularly in our Infrastructure Solutions business.
We are subject to a number of environmental laws and regulations, including those concerning the handling, treatment, storage, and disposal of hazardous materials. These laws predominantly affect our Infrastructure Solutions business but may impact our other businesses. These environmental laws generally impose liability on current and former owners and operators, transporters and generators of hazardous materials for remediation of contaminated properties. We believe that our business is operating in compliance in all material respects with applicable environmental laws, many of which provide for substantial penalties for violations. There can be no assurance that future changes in such laws, interpretations of existing regulations or the discovery of currently unknown problems or conditions will not require substantial additional expenditures. In addition, if we do not comply with these laws and regulations, we could be subject to material administrative, civil or criminal penalties, or other liabilities. We may also be required to incur substantial costs to comply with current or future environmental and safety laws and regulations. Any such additional expenditures or costs that we may incur could hurt our operating results.
The loss of a group or several key personnel, either at the corporate or operating level, or general labor constraints could adversely affect our business.
The loss of key personnel or the inability to hire and retain qualified employees could have an adverse effect on our business, financial condition and results of operations. Our operations depend on the continued efforts of our executive officers, senior management and management personnel at our segments. As a service organization, relationships with significant customers can be dependent on certain employees within our organization, and our ability to meet our contractual obligations to our customers and support our growth strategy may be limited by our ability to retain and train necessary personnel. We cannot guarantee that any member of management at the corporate or subsidiary level will continue in their capacity for any particular period of time, and there is significant competition in our industry for managerial personnel. We have a severance plan in place that covers certain of our senior leaders; however, this plan can neither guarantee that we will not lose key employees, nor prevent them from competing against us, which is often dependent on state and local employment laws. If we lose a group of key personnel or even one key person at a segment, we may not be able to recruit suitable replacements at comparable salaries or at all, which could adversely affect our operations. Additionally, we generally do not maintain key man life insurance for members of our management. We also may be constrained in hiring and retaining qualified employees due to general labor shortages in our industries. Continued labor constraints may limit our ability to grow and may limit our profitability due to the impact of rising wages.
Risks Relating to our Financial Results, Financing and Liquidity
Availability of net operating losses may be reduced by a change in ownership.
A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of NOLs for federal and state income tax purposes. Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership could occur. A change in ownership could also result from the purchase of common stock by an existing or a new 5% shareholder as defined by Internal Revenue Code Section 382. As of September 30, 2020, we have approximately $217.3 million of federal NOLs that are available to use to offset taxable income, including approximately $128.0 million resulting from net operating losses on which a deferred tax asset is not recorded. Should a change in ownership occur, all NOLs incurred prior to the change in ownership would be subject to limitation imposed by Internal Revenue Code Section 382, which would substantially reduce the amount of NOL currently available to offset taxable income.
The Company maintains an NOL Rights Plan, which is designed to deter an acquisition of the Company’s stock in excess of a threshold amount that could trigger a change in ownership within the meaning of Internal Revenue Code Section 382. The NOL Rights Plan is designed to dilute the ownership of such an acquirer through the offering of rights to the Company’s other stockholders that will become exercisable upon the acquirer’s purchase of the Company’s stock in excess of the threshold amount. We can make no assurances the NOL Rights Plan will be effective in deterring a change in ownership or protecting or realizing NOLs.
We have adopted tax positions that a taxing authority may view differently. If a taxing authority differs with our tax positions, our results may be adversely affected.
Our effective tax rate, cash paid for taxes and the availability of our NOLs are impacted by the tax positions that we have adopted. Taxing authorities may not always agree with the positions we have taken. We have established reserves for tax positions that we have determined to be less likely than not to be sustained by taxing authorities. However, there can be no assurance that our results of operations will not be adversely affected in the event that disagreement over our tax positions does arise.
We have recognized deferred tax assets based upon our estimates of future taxable income, and we may recognize tax expense if there is a reduction in the statutory tax rate or if future taxable income is lower than our estimates.
As of September 30, 2020, we have a net deferred tax asset of $33.8 million on our Consolidated Balance Sheets, of which $22.6 million is attributable to NOLs. To realize the full benefit of this deferred tax asset attributable to NOLs, we must generate sufficient taxable income within the applicable carry forward period to offset against NOLs. Under GAAP, we are required to assess whether we believe the benefit of the deferred tax asset is more likely than not to be realized based on our expectation of generating sufficient future taxable income, and we are required to record a valuation allowance, or offset, against our deferred tax asset based on the portion of the deferred tax asset that we believe is not more likely than not to be realized.
If we are unable to generate sufficient taxable income in the future to utilize our NOLs, then we could be required to record valuation allowances, resulting in an increase in income tax expense and a reduction of our consolidated net income. Failure to generate sufficient taxable income in the future could also result in the expiration of certain NOLs.
In addition, we recorded a charge of $31.3 million during fiscal 2018 to reflect the impact of the reduced statutory federal corporate tax rate as a result of the U.S. Tax Cuts and Jobs Act, which became effective on January 1, 2018, on the value of our net deferred tax asset on our Consolidated Balance Sheet. Any further decrease in the federal statutory tax rate or other changes in federal tax statutes could also cause a reduction in the economic benefit of the NOL currently available to usand a corresponding reduction in the amount of our recorded deferred tax assets.
To fund our working capital requirements, complete acquisitions and service any debt we may incur, we may require a significant amount of cash. Our ability to generate cash depends on many factors that are beyond our control.
Our ability to continue to grow our business, including through acquisitions and the funding of working capital requirements, as well as our ability to make payments on or refinance any indebtedness we may incur, will depend on our ability to generate cash in the future. This is subject to our operational performance, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We cannot provide assurance that our business will generate sufficient cash flow from operations or asset sales or that future borrowings will be available to us under our credit facility in an amount sufficient to enable us to complete acquisitions, to service any debt we may incur or to fund our other liquidity needs. We may need to refinance our credit facility on or before maturity. We cannot
provide assurance that we will be able to refinance our credit facility on commercially reasonable terms or at all. Our inability to access capital on commercially reasonable terms could have a material adverse effect on our business.
Negative conditions in the credit and capital markets may adversely impact our ability to operate our business.
In the past, the level of demand from our customers for our services has been adversely impacted by slowdowns in our customers' industries as well as in the economy in general. A number of economic factors, including financing conditions for our customers' industries, have, in the past, adversely affected our customers and their ability or willingness to fund expenditures. Many of our customers depend on the availability of credit to help finance their capital and maintenance projects. At times, tightened availability of credit and changes in interest rates that affect the cost of construction financing and mortgages has negatively impacted the ability of existing and prospective customers to obtain sufficient financing and fund projects we might otherwise perform. As a result, our customers may defer such projects for an unknown, and perhaps lengthy, period. Any such deferrals would inhibit our growth and would adversely affect our results of operations.
In a weak economic environment, particularly in a period of restrictive credit markets, we may experience greater difficulties in collecting payments from, and negotiating change orders and/or claims with, our customers due to, among other reasons, a diminution in our ultimate customers’ access to the credit markets. If clients delay in paying or fail to pay a significant amount of our outstanding receivables, or we fail to successfully negotiate a significant portion of our change orders and/or claims with customers, it could have an adverse effect on our liquidity, results of operations, and financial position.
We have restrictions and covenants under our credit agreement and the failure to meet these covenants, including liquidity and other financial requirements, could result in a default under our credit agreement.
We may not be able to remain in compliance with the covenants in our credit agreement, including financial covenants which, among other things, require minimum levels of liquidity and require us to maintain a specified fixed charge coverage ratio as defined under our credit agreement. A failure to fulfill the terms and requirements of our credit agreement may result in a default under our credit agreement and acceleration of any indebtedness we may incur, as well as a default under one or more of our material agreements, any of which could have a material adverse effect on our ability to conduct our operations and our financial condition.
Our use of
percentage-of-completion accounting could result in a reduction or elimination of previously reported
profits;profits, and we may be adversely impacted by new accounting, control and operating procedures.
A significant portion of our
revenues arerevenue is recognized using the
percentage-of-completion method of accounting, utilizing the
cost-to-cost method, which results in our recognizing contract revenues and earnings ratably over the contract term in proportion to
our incurrence of contract
costs.costs incurred. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and profitability. We review our estimates of contract revenue, costs and profitability on an ongoing basis. Prior to contract completion, we may adjust our estimates on one or more occasions as a result of change orders to the original contract, collection disputes with the customer on amounts invoiced or claims against the customer for increased costs incurred by us due to customer-induced delays and other factors. Contract losses are recognized in full when determined to be probable and reasonably estimable. Although we have historically made reasonably reliable estimates of the progress towards completion of our construction contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenues and profits. In addition, we may be adversely impacted by new accounting pronouncements which change our revenue recognition or other accounting practices or otherwise alter how we report our financial results, or which require that we change our control and operating procedures, which we may be unable to do in a timely manner.
We may incur significant charges or be adversely impacted by the closure or sale of facilities or assets.
In the past, we incurred significant costs associated with the closure or disposition of facilities, and we expect from time to time to evaluate the need for future facility closures or dispositions of assets. If we were to elect to dispose of a substantial portion of any of our segments, facilities, or assets, the realized values of such assets could be substantially less than current book values, which would likely result in a material adverse impact on our financial results. In addition, we may have warranty claims or other unexpected liabilities from closed facilities beyond the closing date, which could adversely impact our financial returns.
The availability and cost of surety bonds affect our ability to enter into new contracts and our margins on those engagements.
Many of our customers require us to post performance and payment bonds issued by a surety. Those bonds guarantee the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. We obtain surety bonds from two primary surety providers; however, there is no commitment from these providers to guarantee our ability to issue bonds for projects as they are required. Our ability to access this bonding capacity is at the sole discretion of our surety providers. Accordingly, if we were to experience an interruption or reduction in our availability of bonding capacity, we may be unable to compete for, or work on, certain projects.
Due to seasonality and differing regional economic conditions, our results may fluctuate from period to period.
Our business is subject to seasonal variations in operations and demand that affect the construction business, particularly in the Residential and Commercial & Industrial segments, as well as seasonal variations in the industries in which Infrastructure Solutions participates. Untimely weather delay from rain, heat, ice, cold or snow can not only delay our work but can negatively impact our schedules and profitability by delaying the work of other trades on a construction site. Our quarterly results may also be affected by regional economic conditions that affect the construction market. In particular, a prolonged period of weak demand in the oil and gas industry could dampen the housing market in certain regions, resulting in reduced demand for the services provided by our Residential segment. Infrastructure Solutions’ revenues from industrial services may be affected by the timing of scheduled outages at its industrial customers’ facilities by weather conditions with respect to projects conducted outdoors and by changes in spending in public infrastructure, power and steel markets. Industrial and rail customers may also be affected by continuing low oil prices. Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.
The estimates we use in placing bids could be materially incorrect. The use of incorrect estimates could result in reduced profits or in some cases losses on fixed price contracts.
We currently generate, and expect to continue to generate, a significant portion of our revenues under fixed price contracts. The cost of fuel, labor and materials, including copper wire or other commodities, may vary significantly from the costs we originally estimate. Variations from estimated contract costs along with other risks inherent in performing fixed price contracts, including our ability to successfully manage projects, may result in actual revenue and gross profits for a project differing from those we originally estimated and could result in losses on projects. Depending upon the size of a particular project, variations from estimated contract costs can have a significant impact on our operating results.
Commodity and labor costs may fluctuate materially, and we may not be able to pass on all cost increases during the term of a contract, which could have an adverse effect on our ability to maintain our profitability.
We enter into many contracts at fixed prices, and if the costs associated with labor and commodities, such as copper, aluminum, steel, fuel and certain plastics, increase due to low supply or other forces, losses may be incurred. Some of our materials have been and may continue to be subject to sudden and significant price increases. Depending on competitive pressures and customer resistance, we may not be able to pass on these cost increases to our customers, which would reduce our gross profit margins and, in turn, make it more difficult for us to maintain our profitability. We have a work force of over 3,500 employees, and our labor costs may fluctuate based on supply as well as other labor related risks, including risks related to collective bargaining agreements, benefits arrangements, wage and hour claims and other compensation arrangements.
Changes in operating factors that are beyond our control could hurt our operating results.
Our operating results may fluctuate significantly in the future as a result of a variety of factors, many of which are beyond management’s control. These factors include the costs of new technology; the relative speed and success with which we can acquire customers for our products and services; capital expenditures for equipment; sales, marketing, and promotional activities expenses; changes in suppliers and competitors; changes in operating expenses; increased competition in the markets we serve; changes in regulations; and other general economic and seasonal factors. Adverse changes in one or more of these factors could hurt our operating results.
We may experience difficulties in managing our billings and collections.
Our billings under fixed price contracts in our electrical contracting business are generally based upon achieving certain milestones and will be accepted by the customer once we demonstrate those milestones have been met. If
we are unable to demonstrate compliance with billing requests, or if we fail to issue a project billing, our likelihood of collection could be delayed or impaired, which, if experienced across several large projects, could have a materially adverse effect on our results of operations. Further, some of our customers may be highly leveraged or may be subject to their own operating and regulatory risks, which may also limit their ability to pay.
Our reported operating results could be adversely affected as a result of goodwill impairment charges.
GAAP accounting requires that goodwill attributable to each of our reporting units be tested at least annually, or when changes in circumstance indicate the carrying value of our reporting units may not be recoverable.
At September 30, 2020, we had recorded $54 million of goodwill on our Consolidated Balance Sheets, net of a $7.0 million impairment recognized within our Commercial & Industrial segment during the year ended September 30, 2020. Factors that could lead to impairment of
current goodwill
in the future include significant adverse changes in the business climate, declines in the financial condition of our business, and actual or projected operating results affecting
our companythe Company as a whole or affecting any particular reporting unit. On an ongoing basis, we expect to perform impairment tests at least annually as of September 30. Impairment adjustments, if any, are required to be recognized as operating expenses. We cannot assure that we will not have future impairment adjustments to our recorded goodwill.
The vendors who make upphase-out, replacement or unavailability of LIBOR could affect interest rates under our supply chainrevolving credit facility, as well as our ability to obtain future debt financing on favorable terms.
We are subject to interest rate risk on floating interest rate borrowings under our revolving credit facility. Borrowings under our revolving credit facility use LIBOR as a benchmark for establishing the interest rate. In July 2017, the Financial Conduct Authority (the regulatory authority over LIBOR) stated that it would phase out LIBOR as a benchmark after 2021 to allow for an orderly transition to an alternative reference rate. Our revolving credit facility provides for a mechanism to amend the facility to reflect the establishment of an alternative rate of interest upon the occurrence of certain events related to the phase-out of LIBOR. However, we have not yet pursued any technical amendment or other contractual alternative to address this matter and are currently evaluating the impact of the potential replacement of the LIBOR interest rate. In the United States, the Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate (“SOFR”) as an alternative to LIBOR for use in contracts that are currently indexed to U.S. dollar LIBOR and has proposed a market transition plan to SOFR. It is not presently known whether SOFR or any other alternative reference rates that have been proposed will attain market acceptance as replacements of LIBOR. In addition, the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR. Uncertainty as to the nature of such phase out and selection of an alternative reference rate, together with disruption in the financial markets, could have a material adverse effect on our financial condition, results of operations and cash flows, and may adversely affectedaffect our ability to obtain future debt financing on favorable terms.
Risks Relating to Our Common Stock
Existence of a controlling shareholder.
A majority of our outstanding common stock is owned by Tontine, and Jeffrey Gendell, founder and managing member of Tontine, serves as our Chief Executive Officer and as Chairman of our Board of Directors. Based on an amended Schedule 13D filed by Tontine with the SEC on October 9, 2020, Tontine owns approximately 56 percent of the Company’s outstanding common stock. As a deteriorating operating environmentresult, Tontine can control most of our affairs, including the election of our directors, who in turn appoint executive management and can control most actions requiring the approval of shareholders, including the adoption of amendments to our corporate charter and approval of any potential merger or sale of all or substantially all of the Company's assets or business segments or the Company itself. This control also gives Tontine the ability to bring matters to a shareholder vote that may not be in the best interest of our other shareholders or stakeholders. Additionally, Tontine is in the business of investing in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us or act as suppliers or customers of the Company. Pursuant to a resale shelf registration statement filed by the Company, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings as long as the registration statement remains effective and the Company remains eligible to use it, as described further in the registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement. Tontine’s sale of all or any portion of its shares could result in a change of control of the Company, which would trigger the change of control provisions in a number of our material agreements, including our credit agreement, bonding agreements with our sureties, and our executive severance plan, as well as the exercisability of the purchase rights under our NOL Rights Plan.
Our common stock has less liquidity than many other stocks listed on the NASDAQ Global Market.
Historically, the trading volume of our common stock has been relatively low when compared to other companies listed on the NASDAQ Global Market or other stock exchanges. While we have experienced increased liquidity in our stock during recent years compared with historical levels, we cannot say with certainty that a more active and liquid trading market
conditions.for our common stock will continue to develop. Because of this, it may be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares.
We are dependentmay issue additional shares of common stock, preferred stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the book value per share of our common stock.
Our authorized capital includes 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of September 30, 2020, we had 22,049,529 shares of common stock issued, 20,762,395 shares of common stock outstanding and no shares of preferred stock issued or outstanding. As of September 30, 2020, we had the ability to issue 928,669 shares of common stock, including upon the vendors withinexercise of options, as future grants under our supply chainexisting equity compensation plans.
Although we currently do not have any intention of issuing additional common stock (other than pursuant to maintain a steady supplyour equity compensation plans) or preferred stock, we may do so in the future in order to meet our capital needs. Subject to applicable NASDAQ Listing Rules, our Board of inventory, partsDirectors generally has the authority, without action by or vote of the stockholders, to issue all or part of any authorized but unissued shares of common stock or preferred stock for any corporate purpose. We may seek additional equity capital in the future as we develop our business and materials. Manyexpand our operations. Any issuance of additional shares of common stock, preferred stock, or
convertible securities will dilute the percentage ownership interest of our segments are dependent upon a limited numberstockholders and may dilute the book value per share of suppliers, and significant supply disruptionsour common stock.
Substantial sales of our common stock could adversely affect our operations. If market conditions deteriorate, resulting instock price.
Most of Tontine's shares are registered for resale on a
slowdown in construction activity orresale shelf registration statement filed by the Company with the SEC. Sales of a
tighteningsubstantial number of
the credit market, it is possible that one or moreshares of our
supplierscommon stock by holders of our common stock, including Tontine, or the perception that such sales could occur, could adversely affect the market price of our common stock by introducing a large number of shares into the market. Such sales, or the perception that such sales could occur, could cause the market price of our common stock to decline. We cannot predict whether future sales of our common stock, or the availability of our common stock for sale, will
be unable to meetadversely affect the market price for our
requirements due to financial hardships, liquidity issues or other reasons related to market conditions.Our operations are subject to numerous physical hazards. If an accident occurs, it could result in an adverse effect on our business.
Hazards related to our industry include, but are not limited to, electrocutions, fires, machinery-caused injuries, mechanical failures and transportation accidents. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, and suspension of operations. Our insurance does not cover all types or amounts of liabilities. In addition, if our safety record were to substantially deteriorate over time, our customers could cancel our contracts or not award us future business.
Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.
Our third-party insurance is subject to deductibles for which we establish reserves. No assurance can be given that our insurancecommon stock or our provisions for incurred claims and incurred but not reported claims will be adequateability to cover all losses or liabilities we may incur in our operations; nor can we provide assurance that we will be able to maintain adequate insurance at reasonable rates.
raise capital by offering equity securities.
General Risks
Our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur. Internal controls over financial reporting and disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objective will be met.
On a quarterly basis, we evaluate our internal controls over financial reporting and our disclosure controls and procedures, which include a review of the objectives, design, implementation and effectiveness of the controls and the information generated for use in our periodic reports. In the course of our controls evaluation, we sought (and seek) to identify data errors, control problems and to confirm that appropriate corrective actions, including process improvements, are being undertaken. This type of evaluation is conducted on a quarterly basis so that the conclusions concerning the effectiveness of our controls can be reported in our periodic reports.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be satisfied. Internal controls over financial reporting and disclosure controls and procedures are designed to give reasonable assurance that they are effective and achieve their objectives. We cannot provide absolute assurance that all possible future control issues have been detected. These inherent limitations include the possibility that our judgments can be faulty and that isolated breakdowns can occur because of human error or mistake. The design of our system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error could occur without being detected.
We have adopted tax positions that a taxing authority may view differently. If a taxing authority differs with our tax positions, our results may be adversely affected.
Our effective tax rate and cash paid for taxes are impacted by the tax positions that we have adopted. Taxing authorities may not always agree with the positions we have taken. We have established reserves for tax positions that we have determined to be less likely than not to be sustained by taxing authorities. However, there can be no assurance that our results of operations will not be adversely affected in the event that disagreement over our tax positions does arise.
Litigation and claims can cause unexpected losses.
In all of our businesses, we are subject to potential claims and litigation. In the construction and electrical and mechanical maintenance business, there are frequently claims and litigation. There are also inherent claims and litigation risks associated with the number of people that work on construction sites and the fleet of vehicles on the road every day. In our Infrastructure Solutions businesses, we may be subject to product liability litigation. Claims are sometimes made and lawsuits filed for amounts in excess of their value or in excess of the amounts for which they are eventually resolved. Claims and litigation normally follow a predictable course of time to resolution. However, there may be periods of time in which a disproportionate amount of our claims and litigation are concluded in the same quarter or year. If multiple matters are resolved during a given period, then the cumulative effect of these matters may be higher than the ordinary level in any one reporting period.
Latent defect claims could expand.
Latent defect litigation is normal for residential home builders in some parts of the country; however, such litigation is increasing in certain states where we perform work. Also, in recent years, latent defect litigation has expanded to aspects of the commercial market. Should we experience similar increases in our latent defect claims and litigation, additional pressure may be placed on the profitability of the Residential and Commercial & Industrial segments of our business.
Interruptions in the proper functioning of our information systems, or security breaches of our information systems or confidential data could disrupt operations and cause increases in costs and/or decreases in revenues.
As our Company continues to increase its dependence on information technology systems, networks, and infrastructure to conduct its day to day operations, the proper functioning and security of our information technology environment is critical to the successful operation of our business. Although our information systems, networks and infrastructure are protected through physical and software safeguards, our information technology environment is still vulnerable to natural disasters, power losses, telecommunication failures, cybersecurity risks, and other problems, which could cause a loss of data, release of personally identifiable information or release of confidential customer information among other items. If critical information systems fail or are otherwise unavailable or confidential information is released, our business operations could be adversely affected.
We may be required to conduct environmental remediation activities, which could be expensive and inhibit the growth of our business and our ability to maintain profitability, particularly in our Infrastructure Solutions business.
We are subject to a number of environmental laws and regulations, including those concerning the handling, treatment, storage, and disposal of hazardous materials. These laws predominantly affect our Infrastructure Solutions business but may impact our other businesses. These environmental laws generally impose liability on current and former owners and operators, transporters and generators of hazardous materials for remediation of contaminated properties. We believe that our business is operating in compliance in all material respects with applicable environmental laws, many of which provide for substantial penalties for violations. There can be no assurance that future changes in such laws, interpretations of existing regulations or the discovery of currently unknown problems or conditions will not require substantial additional expenditures. In addition, if we do not comply with these laws and regulations, we could be subject to material administrative, civil or criminal penalties, or other liabilities. We may also be required to incur substantial costs to comply with current or future environmental and safety laws and regulations. Any such additional expenditures or costs that we may incur could hurt our operating results.
The loss of a group or several key personnel, either at the corporate or operating level, could adversely affect our business.
The loss of key personnel or the inability to hire and retain qualified employees could have an adverse effect on our business, financial condition and results of operations. Our operations depend on the continued efforts of our executive officers, senior management and management personnel at our segments. We cannot guarantee that any member of management at the corporate or subsidiary level will continue in their capacity for any particular period of time. We have a severance plan in place that covers certain of our senior leaders; however, this plan can neither guarantee that we will not lose key employees, nor prevent them from competing against us, which is often dependent on state and local employment laws. If we lose a group of key personnel or even one key person at a segment, we may not be able to recruit suitable replacements at comparable salaries or at all, which could adversely affect our operations. Additionally, we generally do not maintain key man life insurance for members of our management.
Item 1B. | Unresolved Staff Comments |
Item 1B. Unresolved Staff Comments
Item 2. Properties
At September 30, 2017,2020, we maintained branch offices, warehouses, sales facilities and administrative offices at 8479 locations. Substantially all of our facilities are leased. We lease our executive office located in Greenwich, Connecticut and our corporate office located in Houston, Texas. We believe that our properties are adequate for our current needs and that suitable additional or replacement space will be available as required. For a breakdown of our offices by segment, see Item 1. “Business — Operating—Operating Segments” of this Annual Report on Form10-K.
Item 3. Legal Proceedings
For further information regarding legal proceedings, see Note 17,18, “Commitments and Contingencies —Legal Matters” in the notes to our Consolidated Financial Statements.Item 4. | Mine Safety Disclosures |
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. | Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 5. Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades on the NASDAQ Global Market under the ticker symbol “IESC.”
The following table sets forth the daily high and low close price for our common stock as reported on NASDAQ for each of the four quarters of the fiscal years ended September 30, 2017, and 2016. | | | | | | | | |
| | | High | | | Low | |
Year Ended September 30, 2017 | | | | | | | | |
First Quarter | | $ | 22.55 | | | $ | 14.35 | |
Second Quarter | | $ | 21.15 | | | $ | 17.65 | |
Third Quarter | | $ | 20.20 | | | $ | 15.30 | |
Fourth Quarter | | $ | 18.80 | | | $ | 14.80 | |
| | |
Year Ended September 30, 2016 | | | | | | | | |
First Quarter | | $ | 11.37 | | | $ | 7.07 | |
Second Quarter | | $ | 14.68 | | | $ | 10.50 | |
Third Quarter | | $ | 15.48 | | | $ | 11.40 | |
Fourth Quarter | | $ | 17.79 | | | $ | 12.39 | |
As of December
6, 2017,2, 2020, the closing market price of our common stock was
$18.20$37.67 per share and there were approximately
360335 holders of record.
We have never declared or paid cash dividends on our common stockstock. We intend to retain any future earnings and we do not anticipate payingexpect to pay cash dividends in the foreseeable future. We expect that we will utilize all available earnings generated by our operations and borrowings under our credit facility for the development and operation of our business, to retire existing debt, to repurchase our common stock, or to acquire or invest in other businesses. Any future determination as to the payment of dividends will be made at the discretion of
Stock Repurchase Program
In 2015, our Board of Directors and will depend upon our operating results, financial condition, capital requirements, general business conditions and other factors that the Board of Directors deems relevant. Our debt instruments restrict us from paying cash dividends and also place limitations on our ability to repurchase our common stock. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Working Capital”and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of this Annual Report on Form10-K.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. Sharestock, and on May 2, 2019, authorized the repurchase from time to time of up to an additional 1.0 million shares of the Company's common stock under the stock repurchase program. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule10b5-1 trading plan, which allows repurchases underpre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The stock repurchase program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice. The Company initiated the program in February 2015 and duringDuring the year ended September 30, 2016, pursuant to the program,2020, we repurchased 46,929263,160 shares of common stock at an average price of $11.07 $23.29 per share for a total aggregate purchase price of $0.5$6.1 million. During the year endedThe Company had 1.0 million shares remaining under its stock repurchase authorization at September 30, 2017, we repurchased 145,484 shares of common stock at an average price of $15.37 per share for a total aggregate purchase price of $2.2 million.2020. The following table presents information with respect to purchases of common stock ofby the Company made during the three months ended September 30, 2017: | | | | | | | | | | | | | | | | |
Date | | Total Number
of Shares
Purchased (1) | | | Average
Price Paid
Per Share | | | Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (2) | | | Maximum Number of
Shares That May Yet
Be Purchased Under the
Publicly Announced
Plan | |
July 1, 2017 — July 31, 2017 | | | — | | | | — | | | | — | | | | 919,242 | |
August 1, 2017 — August 31, 2017 | | | 93,800 | | | $ | 15.20 | | | | 93,800 | | | | 825,442 | |
September 1, 2017 — September 30, 2017 | | | 2,812 | | | $ | 17.79 | | | | 11 | | | | 825,431 | |
Total | | | 96,612 | | | $ | 15.28 | | | | 93,811 | | | | 825,431 | |
(1) | The total number of shares purchased includes (i) shares purchased pursuant to the plan described in footnote (2) below, and (ii) shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees. |
(2) | Our Board of Directors had authorized a stock repurchase program for the purchase of up to 1.5 million shares of the Company’s common stock from time to time. |
2020:
| | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Plan | Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plan as of September 30, 2020 |
| July 1, 2020 – July 31, 2020 | — | $— | | — | 1,032,026 |
| August 1, 2020 – August 31, 2020 | 15,745 | $28.99 | | 15,745 | 1,016,281 |
| September 1, 2020 – September 30, 2020 | 22,456 | $28.96 | | 22,456 | 993,825 |
| Total | 38,201 | $28.97 | | 38,201 | 993,825 |
Five-Year Stock Performance Graph
The graph below compares the cumulative 5five year total return provided shareholders on IES Holdings, Inc.’s's common stock relative to the cumulative total returns of the Russell 2000 index and a customized peer group of fivefour companies that includes: Black Box Corporation, Comfort Systems USA Inc., MYR Group Inc., Sterling Construction Company Inc. and Team Inc. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in eachthe Russell 2000 index, and in the peer group on September 30, 2012,2015, and its relative performance is tracked through September 30, 2017.COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
2020.
Comparison of Five Year Cumulative Total Return*
Among IES Holdings, Inc., the Russell 2000 Index,
and a Peer Group
* | $100 invested on 9/30/12 in stock or index, including reinvestment of dividends. Fiscal year ending September 30. |
Copyright© 2017 Russell Investment Group. All rights reserved.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years ended September 30, | |
| | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | |
IES Holdings, Inc. | | $ | 100.00 | | | | 89.23 | | | | 181.32 | | | | 169.67 | | | | 390.99 | | | | 380.22 | |
Russell 2000 | | $ | 100.00 | | | | 130.06 | | | | 135.17 | | | | 136.85 | | | | 158.02 | | | | 190.80 | |
Peer Group | | $ | 100.00 | | | | 127.26 | | | | 112.82 | | | | 125.57 | | | | 137.64 | | | | 123.41 | |
Item 6. | Selected Financial Data |
*$100 invested on 9/30/15 in stock or index, including reinvestment of dividends.
Fiscal year ending September 30.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | 2020 |
| IES Holdings, Inc. | $ | 100.00 | | | 230.44 | | | 224.09 | | | 252.59 | | | 266.71 | | | 411.53 | |
| Russell 2000 | $ | 100.00 | | | 115.47 | | | 139.42 | | | 160.67 | | | 146.38 | | | 146.95 | |
| Peer Group | $ | 100.00 | | | 128.38 | | | 164.16 | | | 188.77 | | | 165.79 | | | 175.17 | |
Item 6. Selected Financial Data
The following selected consolidated historical financial information for IES should be read in conjunction with the audited historical Consolidated Financial Statements of IES Holdings, Inc. and subsidiaries, and the notes thereto, set forth in Item 8, “Financial Statements and Supplementary Data” of this Annual Report onForm 10-K. | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
| | | (In Thousands, Except Share Information) | |
Continuing Operations: | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | 810,744 | | | $ | 695,993 | | | $ | 573,857 | | | $ | 512,395 | | | $ | 494,593 | |
Cost of services | | | 670,246 | | | | 569,013 | | | | 473,966 | | | | 429,269 | | | | 427,633 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 140,498 | | | | 126,980 | | | | 99,891 | | | | 83,126 | | | | 66,960 | |
Selling, general and administrative expenses | | | 120,370 | | | | 100,558 | | | | 81,416 | | | | 75,571 | | | | 66,598 | |
Contingent consideration | | | (145 | ) | | | 652 | | | | — | | | | — | | | | — | |
Loss (gain) on sale of assets | | | (69 | ) | | | 810 | | | | (13 | ) | | | (86 | ) | | | (64 | ) |
| | | | | | | | | | | | | | | | | | | | |
Operating Income | | | 20,342 | | | | 24,960 | | | | 18,488 | | | | 7,641 | | | | 426 | |
Other (income) expense: | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 1,702 | | | | 1,282 | | | | 1,130 | | | | 1,574 | | | | 1,771 | |
Other expense (income), net | | | (165 | ) | | | (83 | ) | | | (180 | ) | | | (203 | ) | | | 507 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations before income taxes | | | 18,805 | | | | 23,761 | | | | 17,538 | | | | 6,270 | | | | (1,852 | ) |
Provision (benefit) for income taxes | | | 5,211 | | | | (97,117 | ) | | | 661 | | | | 748 | | | | 326 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 13,594 | | | | 120,878 | | | | 16,877 | | | | 5,522 | | | | (2,178 | ) |
| | | | | | | | | | | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | — | | | | — | | | | (339 | ) | | | (198 | ) | | | (1,395 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss discontinued operations | | | — | | | | — | | | | (339 | ) | | | (198 | ) | | | (1,395 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 13,594 | | | | 120,878 | | | | 16,538 | | | | 5,324 | | | | (3,573 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income attributable to noncontrolling interest | | | (172 | ) | | | (100 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to IES Holdings, Inc. | | $ | 13,422 | | | $ | 120,778 | | | $ | 16,538 | | | $ | 5,324 | | | $ | (3,573 | ) |
| | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share attributable to IES Holdings, Inc.: | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.62 | | | $ | 5.63 | | | $ | 0.79 | | | $ | 0.30 | | | $ | (0.14 | ) |
Discontinued operations | | | 0.00 | | | | 0.00 | | | | (0.02 | ) | | | (0.01 | ) | | | (0.09 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 0.62 | | | $ | 5.63 | | | $ | 0.77 | | | $ | 0.29 | | | $ | (0.23 | ) |
| | | | | | | | | | | | | | | | | | | | |
Diluted earnings (loss) per share attributable to IES Holdings, Inc.: | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.62 | | | $ | 5.62 | | | $ | 0.79 | | | $ | 0.30 | | | $ | (0.14 | ) |
Discontinued operations | | | 0.00 | | | | 0.00 | | | | (0.02 | ) | | | (0.01 | ) | | | (0.09 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 0.62 | | | $ | 5.62 | | | $ | 0.77 | | | $ | 0.29 | | | $ | (0.23 | ) |
| | | | | | | | | | | | | | | | | | | | |
Shares used to calculate earnings (loss) per share | | | | | | | | | | | | | | | | | | | | |
Basic | | | 21,280,549 | | | | 21,279,342 | | | | 21,480,622 | | | | 18,417,564 | | | | 15,460,424 | |
Diluted | | | 21,533,254 | | | | 21,492,339 | | | | 21,526,188 | | | | 18,473,420 | | | | 15,460,424 | |
| | | | | | | | | | | | | | | | | | | | |
| |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
| | | (In Thousands, Except Share Information) | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 28,290 | | | $ | 32,961 | | | $ | 49,360 | | | $ | 47,342 | | | $ | 20,757 | |
Working capital | | | 52,834 | | | | 43,716 | | | | 31,601 | | | | 24,731 | | | | 24,710 | |
Total assets | | | 424,494 | | | | 394,340 | | | | 225,679 | | | | 199,950 | | | | 177,803 | |
Total debt | | | 29,434 | | | | 29,257 | | | | 9,207 | | | | 9,050 | | | | 12,323 | |
Total stockholders’ equity | | | 236,704 | | | | 223,405 | | | | 101,414 | | | | 87,972 | | | | 62,486 | |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended September 30, |
| | | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 |
| | | | (In Thousands, Except Share Information) |
| Continuing Operations: | | | | | | | | | |
| | Revenues | $ | 1,190,856 | | | $ | 1,076,996 | | | $ | 876,828 | | | $ | 810,744 | | | $ | 695,993 | |
| | Cost of services | 962,897 | | | 894,893 | | | 726,866 | | | 670,246 | | | 569,013 | |
| | Gross profit | 227,959 | | | 182,103 | | | 149,962 | | | 140,498 | | | 126,980 | |
| | | Selling, general and administrative expenses | 170,911 | | | 140,575 | | | 123,920 | | | 120,370 | | | 100,558 | |
| | | Goodwill impairment expense | 6,976 | | | — | | | — | | | — | | | — | |
| | | Contingent consideration | (11) | | | (374) | | | 103 | | | (145) | | | 652 | |
| | | Loss (gain) on sale of assets | — | | | 52 | | | (15) | | | (69) | | | 810 | |
| | Operating Income | 50,083 | | | 41,850 | | | 25,954 | | | 20,342 | | | 24,960 | |
| | Interest and other (income) expense: | | | | | | | | | |
| | | Interest expense | 777 | | | 1,857 | | | 1,946 | | | 1,702 | | | 1,282 | |
| | | Other (income) expense, net | 12 | | | (148) | | | (340) | | | (165) | | | (83) | |
| | Income from operations before income taxes | 49,294 | | | 40,141 | | | 24,348 | | | 18,805 | | | 23,761 | |
| | Provision (benefit) for income taxes | 8,740 | | | 6,663 | | | 38,151 | | | 5,211 | | | (97,117) | |
| | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | |
| Net income (loss) | 40,554 | | | 33,478 | | | (13,803) | | | 13,594 | | | 120,878 | |
| | Net (income) loss attributable to noncontrolling interest | 1,045 | | | (272) | | | (354) | | | (172) | | | (100) | |
| Net income (loss) attributable to IES Holdings, Inc. | $ | 41,599 | | | $ | 33,206 | | | $ | (14,157) | | | $ | 13,422 | | | $ | 120,778 | |
| | | | | | | | | | |
| | Basic earnings (loss) per share attributable to common shareholders of IES Holdings, Inc. | $ | 1.96 | | | $ | 1.56 | | | $ | (0.67) | | | $ | 0.62 | | | $ | 5.63 | |
| | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | Diluted earnings (loss) per share attributable to common shareholders of IES Holdings, Inc. | $ | 1.94 | | | $ | 1.55 | | | $ | (0.67) | | | $ | 0.62 | | | $ | 5.62 | |
| | | | | | | | | | | |
| | | | | | | | | | |
| Shares used to calculate earnings (loss) per share: | | | | | | | | | |
| | Basic | 20,795,892 | | | 21,082,012 | | | 21,196,388 | | | 21,280,549 | | | 21,279,342 | |
| | Diluted | 21,092,410 | | | 21,315,245 | | | 21,196,388 | | | 21,533,254 | | | 21,492,339 | |
| | | | | | | | | | | | |
| | | | September 30, |
| | | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 |
| | | | (In Thousands) |
| Balance Sheet Data: | |
| | Cash and cash equivalents | $ | 53,577 | | | $ | 18,934 | | | $ | 26,247 | | | $ | 28,290 | | | $ | 32,961 | |
| | Working capital, exclusive of cash | 75,424 | | | 84,049 | | | 72,029 | | | 52,834 | | | 43,716 | |
| | Total assets | 560,528 | | | 445,258 | | | 421,994 | | | 424,494 | | | 394,340 | |
| | Total debt | 217 | | | 299 | | | 29,564 | | | 29,434 | | | 29,257 | |
| | Total stockholders' equity | 283,313 | | | 246,248 | | | 220,407 | | | 236,704 | | | 223,405 | |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto, set forth in Item 8. “Financial“Financial Statements and Supplementary Data” of this Annual Report onForm 10-K. For additional information, see“Disclosure Regarding Forward Looking Statements” in Part I of this Annual Report onForm 10-K.
Please refer to Item 1. “Business”of this Annual Report on Form10-K for a discussion of the Company’s services and corporate strategy. IES Holdings, Inc., a Delaware corporation, is a holding company that owns and manages operating subsidiaries comprised of providers of industrialthat design and install integrated electrical and technology systems and provide infrastructure products and infrastructure services to a variety of end markets.markets, including data centers, residential housing, and commercial and industrial facilities. Our operations are currently organized into four principal business segments: Commercial & Industrial, Communications, Residential, Infrastructure Solutions and Residential.Commercial & Industrial.
Our performance is affected by a number of trends that drive the demand for our services. In particular, the markets in which we operate are exposed to many regional and national trends such as the demand for single and multi-family housing, the need for mission critical facilities as a result of technology-driven advancements, the degree to whichin-house maintenance departments outsource maintenance and repair work, output levels and equipment utilization at heavy industrial facilities, demand for our rail and infrastructure services and custom engineered products, and changes in commercial, institutional, public infrastructure and electric utility spending. Over the long term, we believe that there are numerous factors that could positively drive demand and affect growth within the industries in which we operate, including (i) population growth, which will increase the need for commercial and residential facilities, (ii) aging public infrastructure, which must be replaced or repaired, (iii) an increasing demand for data storage, (iv) increased emphasis on environmental and energy efficiency, which may lead to both increased public and private spending, and (iv) the low price of(v) demand for natural gas which is expected to spur the construction of and modifications to heavy industrial facilities. However, there can be no assurance that we will not experience a decrease in demand for our services due to economic, technological or other factors beyond our control, including the continued weakness in the oil and gas sector, interest rate changes, increases in steel and commodity prices and other economic factors, which may reduce the demand for housing including in the Texas region, where our Residential division operates.operates, and may impact levels of construction. For a further discussion of the industries in which we operate, please see Item 1. “Business—Business - Operating Segments” of this Annual Report on Form10-K.
While there are differences among the Company’s segments, on an overall basis, increased demand for the Company’s services and the Company’s previous investment in growth initiatives and other business-specific factors discussed below resulted in aggregate year-over-year revenue growth in fiscal
20172020 as compared to fiscal
2016. Among our segments, year-over-year revenue2019. Revenue growth rates during fiscal
20172020 at our Communications and Residential segments were driven
primarily by organic
growth in our Residential and Communications segments, as well as strategic acquisitions within our Infrastructure Solutions and Commercial & Industrial segments.growth.
Provided that no significant deterioration in general economic conditions occurs, the Company expects total revenues from existing businesses to increase on a year-over-year basis during fiscal 20182021 due to an increase in overall demand for the services we provide, and our efforts to increase our market share. However, we do expect revenue growth in both the Residentialshare, and Communications segments to moderate during fiscal 2018. In the Residential segment, we expect to see a decrease in demand for multi-family housing, largely offset by continued growth in our single-family business. In our Communications business, we expect continued growth in demand for our structured cabling services in the data center markets. However, revenue growth for the Communications
segment as a whole will be tempered by the timing of our customers’ investment cycles, which may result in periods of lower growth. Despite this expectation of growth within certain segments, wecurrent backlog levels. We remain focused on controlled growth within certainmany of our markets which continue to experience highly competitive margins and increasing costs.
To continue to grow our business, including through acquisitions and
to fundthe funding of working capital, we may require a significant amount of cash. Our ability to generate cash depends on many
externally influenced factors,
that are beyond our control, including demand for our services, the availability of projects at margins acceptable to us, the ultimate collectability of our receivables, our ability to borrow on our credit facility, and our ability to raise funds in the capital markets, among many other factors. We anticipate that the combination of cash on hand, cash flows from operations and available capacity under our credit facility will provide sufficient cash to enable us to meet our working capital needs, debt service requirements and capital expenditures for property and equipment through the next twelve months. We expect that our fixed asset requirements will range from
$4.5$7.0 million to
$6.5$10.0 million for the fiscal year ending on September 30,
2018,2021, and we may acquire these assets either through capital expenditures or through lease agreements.
Recent Events
During fiscal 2017, we completed a detailed review
Impact of COVID-19 on Our Business
The COVID-19 pandemic and related governmental responses have caused, and are likely to continue to cause, significant disruption to the economy, the operations of our Commercial & Industrial segment,customers and vendors, and the health of millions of individuals, including our employees and
customers, across the markets in July 2017,which we madeoperate and beyond. As such, COVID-19 has adversely affected, and is expected to continue to adversely affect, our business. State and local governments in most of the decision to wind down operations at our Denver, Colorado and Roanoke, Virginia brancheslocalities where we operate have deemed most of our Commercial & Industrial segment. These branches have consistently underperformed overbusiness activities to be essential or critical, and therefore we are generally permitted to continue operating in those localities while “stay at home” orders are in effect during this pandemic. As a result, we are focused on protecting the last several yearshealth and have ranked at the bottomsafety of our groupemployees while maintaining the continuity of branches based on keyour operations. We have implemented operational and financial metrics.protective measures to protect our employees and customers, including screening for COVID-19 symptoms, providing personal protective equipment, increased cleaning and sanitizing, and physical distancing measures to the extent possible. While these branches did experience revenue growthmost of our facilities and job sites continue to operate, certain state and local governments have recently re-imposed certain orders that could cause more shutdowns. We have seen COVID-19 affect demand in some areas of our business, where construction or maintenance projects have been delayed; however, there are other areas in which we have seen an increase in demand, particularly as it relates to critical infrastructure for fiscal 2017 as compared with fiscal 2016, these two branches did not perform efficientlydata centers and communications.
COVID-19 presents potential new risks to our business. There have been some adverse COVID-19 impacts on the larger projects undertaken in 2017. In particular, these two branches were responsible for four projects that underperformedour results of operations during fiscal 2017. Revenue2020. We have experienced some challenges to date, including the implementation of new health and safety protocols and responding to changing federal, state and local orders. We have also seen some delays in backlog at these two branches at September 30, 2017 was $10.6 million, reflecting our decision not to book additional work at these branches. Backlog related to the four underperforming jobs discussed above was $0.3 million at September 30, 2017, as these jobs are approaching completion. Based on their historical performance,awarding of new projects, as well as outlook forthe progress of existing projects. Factors that we expect will affect our results in the future we determined these two branches no longer meetinclude, but are not limited to, the criteriapotential impacts on our workforce of either illness or government orders forcing job sites to shut down and requiring employees to remain at home, a reduced demand for our services, increases in our portfolio of businesses. We do not expectoperating costs due to incur significant costs related todisruptions and personal protective equipment requirements, and limitations on the termination of leases, employee severance or other arrangements related to the wind-down of these two branches.
The following table presents selected historical financial results of the Denver and Roanoke wind-down branches:
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months
Ended
December 31, 2016 | | | Three Months
Ended
March 31, 2017 | | | Three Months
Ended
June 30, 2017 | | | Three Months
Ended
September 30, 2017 | | | Year Ended
September 30, 2017 | |
Revenues | | $ | 10,398 | | | $ | 9,403 | | | $ | 7,575 | | | $ | 4,855 | | | $ | 32,231 | |
Cost of Service | | | 10,149 | | | | 11,936 | | | | 9,548 | | | | 6,186 | | | | 37,819 | |
Selling, general and administrative expenses | | | 648 | | | | 815 | | | | 635 | | | | 750 | | | | 2,848 | |
Gain on sale of assets | | | | | | | | | | | | | | | (27 | ) | | | (27 | ) |
| | | | | | | | | | | | | | | | | | | | |
Operating loss | | $ | (399 | ) | | $ | (3,348 | ) | | $ | (2,608 | ) | | $ | (2,054 | ) | | $ | (8,409 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | Three Months
Ended
December 31, 2015 | | | Three Months
Ended
March 31, 2016 | | | Three Months
Ended
June 30, 2016 | | | Three Months
Ended
September 30, 2016 | | | Year Ended
September 30, 2016 | |
Revenues | | $ | 5,956 | | | $ | 4,714 | | | $ | 7,574 | | | $ | 8,941 | | | $ | 27,185 | |
Cost of services | | | 5,741 | | | | 5,204 | | | | 6,886 | | | | 8,471 | | | | 26,302 | |
Selling, general and administrative expenses | | | 703 | | | | 824 | | | | 748 | | | | 582 | | | | 2,857 | |
| | | | | | | | | | | | | | | | | | | | |
Operating loss | | $ | (488 | ) | | $ | (1,314 | ) (1) | | $ | (60 | ) | | $ | (112 | ) | | $ | (1,974 | ) |
| | | | | | | | | | | | | | | | | | | | |
(1) | Includes a $0.5 million charge upon settlement of a dispute related to a project completed in a prior year. |
Although we are winding down operations at these branches, the Commercial & Industrial segment remains an important partability of our strategic growth plan,customers to pay us on a timely basis. We are continuing to monitor conditions affecting our business, and will take actions as demonstrated bymay be necessary to ensure the additionhealth and safety of two new acquisitions in this segment during fiscal 2017. These include the acquisition in July 2017 of an 80% interest in NEXT Electric, LLC (“NEXT Electric”), a Milwaukee, Wisconsin-based electrical contractor specializing in the design, installationour employees and maintenance of electrical systems for commercial, industrial, healthcare, water treatment and educationend-markets, and the acquisition in June 2017 of Technical Services II, LLC (“Technical Services”), a Chesapeake, Virginia-based provider of mechanical maintenance services, including commercial heating, ventilation and air conditioning, food service equipment, electrical and plumbing services. See Note 18, “Business Combinations and Divestitures” in the notes to serve our Consolidated Financial Statements set forth incustomers. Please refer to Part I,I. Item 81A. "Risk Factors" of this Annual Report on Form10-K for further discussion.
information.
We report our operating results across our four operating segments:
Commercial & Industrial, Communications,
Residential, Infrastructure Solutions and
Residential.Commercial & Industrial. Expenses associated with our corporate office are classified separately. The following table presents selected historical results of operations of IES, as well as the results of acquired businesses from the dates acquired.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
| | | $ | | | % | | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 810,744 | | | | 100.0 | % | | $ | 695,993 | | | | 100.0 | % | | $ | 573,857 | | | | 100.0 | % |
Cost of services | | | 670,246 | | | | 82.7 | % | | | 569,013 | | | | 81.8 | % | | | 473,966 | | | | 82.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 140,498 | | | | 17.3 | % | | | 126,980 | | | | 18.2 | % | | | 99,891 | | | | 17.4 | % |
Selling, general and administrative expenses | | | 120,370 | | | | 14.8 | % | | �� | 100,558 | | | | 14.4 | % | | | 81,416 | | | | 14.2 | % |
Contingent consideration expense | | | (145 | ) | | | 0.0 | % | | | 652 | | | | 0.1 | % | | | — | | | | 0.0 | % |
Loss (gain) on sale of assets | | | (69 | ) | | | 0.0 | % | | | 810 | | | | 0.1 | % | | | (13 | ) | | | 0.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 20,342 | | | | 2.5 | % | | | 24,960 | | | | 3.6 | % | | | 18,488 | | | | 3.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other expense, net | | | 1,537 | | | | 0.2 | % | | | 1,199 | | | | 0.2 | % | | | 950 | | | | 0.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income before income taxes | | | 18,805 | | | | 2.3 | % | | | 23,761 | | | | 3.4 | % | | | 17,538 | | | | 3.0 | % |
Provision (benefit) for income taxes | | | 5,211 | | | | 0.6 | % | | | (97,117 | ) | | | (14.0 | )% | | | 661 | | | | 0.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income from continuing operations | | | 13,594 | | | | 1.7 | % | | | 120,878 | | | | 17.4 | % | | | 16,877 | | | | 2.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss from discontinued operations | | | — | | | | 0.0 | % | | | — | | | | 0.0 | % | | | (339 | ) | | | (0.1 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 13,594 | | | | 1.7 | % | | | 120,878 | | | | 17.4 | % | | | 16,538 | | | | 2.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to noncontrolling interest | | | (172 | ) | | | 0.0 | % | | | (100 | ) | | | 0.0 | % | | | — | | | | 0.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to IES Holdings, Inc. | | $ | 13,422 | | | | 1.7 | % | | $ | 120,878 | | | | 17.4 | % | | $ | 16,538 | | | | 2.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended September 30, |
| | | 2020 | | 2019 | | 2018 |
| | | $ | | % | | $ | | % | | $ | | % |
| | | (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 1,190,856 | | | 100.0 | % | | $ | 1,076,996 | | | 100.0 | % | | $ | 876,828 | | | 100.0 | % |
| | Cost of services | 962,897 | | | 80.9 | % | | 894,893 | | | 83.1 | % | | 726,866 | | | 82.9 | % |
| Gross profit | 227,959 | | | 19.1 | % | | 182,103 | | | 16.9 | % | | 149,962 | | | 17.1 | % |
| | Selling, general and administrative expenses | 170,911 | | | 14.4 | % | | 140,575 | | | 13.1 | % | | 123,920 | | | 14.1 | % |
| | Goodwill impairment expense | 6,976 | | | 0.7 | % | | — | | | — | % | | — | | | — | % |
| | Contingent consideration | (11) | | | — | % | | (374) | | | — | % | | 103 | | | — | % |
| | Loss (gain) on sale of assets | — | | | — | % | | 52 | | | — | % | | (15) | | | — | % |
| Operating income | 50,083 | | | 4.2 | % | | 41,850 | | | 3.9 | % | | 25,954 | | | 3.0 | % |
| | Interest and other expense, net | 789 | | | 0.1 | % | | 1,709 | | | 0.2 | % | | 1,606 | | | 0.2 | % |
| Operating income before income taxes | 49,294 | | | 4.1 | % | | 40,141 | | | 3.7 | % | | 24,348 | | | 2.8 | % |
| | Provision for income taxes (1) | 8,740 | | | 0.7 | % | | 6,663 | | | 0.6 | % | | 38,151 | | | 4.4 | % |
| Net income (loss) | 40,554 | | | 3.4 | % | | 33,478 | | | 3.1 | % | | (13,803) | | | (1.6) | % |
| Net (income) loss attributable to noncontrolling interest | 1,045 | | | 0.1 | % | | (272) | | | — | % | | (354) | | | — | % |
| Net income (loss) attributable to IES Holdings, Inc. | $ | 41,599 | | | 3.5 | % | | $ | 33,206 | | | 3.1 | % | | $ | (14,157) | | | (1.6) | % |
(1) The
decrease in net income for the year ended September 30,
2017, compared2018 includes a charge of $31.3 million to re-measure our net deferred taxes in connection with the
year ended September 30, 2016, is the result of a significant income tax benefit realized in 2016 upon release of valuation allowances on deferred tax assets. The decrease in operating income is driven, in large part, by certain project execution difficulties at our Commercial & Industrial segment’s DenverTax Cuts and
Roanoke branches, which are in the process of winding down operations, as discussed above.Jobs Act.
2020 Compared to 2019
Consolidated revenues for the year ended September 30,
2017,2020, were
$114.8$113.9 million
greaterhigher than for the year ended September 30,
2016,2019, an increase of
16.5%. Revenues increased as the10.6% with increases at our Communications
Infrastructure Solutions, and Residential segments,
each recognized double digit revenue growth driven by
an increase in demand for their service offerings combined with continued improvement of conditions in the markets in which they operate. Additionally, businesses acquired during 2017, as well as the full year impact of businesses acquired in 2016, drove $47.6 million of the increase in revenue in our Commercial & Industrial and Infrastructure Solutions segments for the year ended September 30, 2017.strong demand.
Our overall gross profit percentage decreasedincreased to 17.3%19.1% during the year ended September 30, 20172020, as compared to 18.2%16.9% during the year ended September 30, 2016.2019. Gross profit as a percentage of revenue increased at our Communications, Infrastructure Solutions
and Residential segments but decreased at
all of our
segments,Commercial & Industrial segment, as discussed in further detail
forwith respect to each segment below.
Selling, general and administrative expenses include costs not directly associated with performing work for our customers. These costs consist primarily of compensation and benefits related to corporate, business segment and branch management (including incentive-based compensation), occupancy and utilities, training, professional services,
information technology costs, consulting fees, travel and certain types of depreciation and amortization. We allocate certain corporate selling, general and administrative costs across our segments as we believe this more accurately reflects the costs associated with operating each segment.
During the year ended September 30, 2017,2020, our selling, general and administrative expenses were $120.4$170.9 million, an increase of $19.8$30.3 million, or 19.7%21.6% over the year ended September 30, 2019, driven by increased personnel costs at our operating segments in connection with their growth, as well as an increase in certain selling, general and administrative expenses at our Commercial & Industrial segment as described below. This increase also includes a $1.8 million increase in expenses at the corporate level, primarily related to a severance payment to our former CEO, who stepped down in July 2020. As a percentage of revenue, selling, general and administrative expenses increased to 14.4% for the year ended September 30, 2020 from 13.1% for the year ended September 30, 2019.
As described below, for the year ended September 30, 2020, we recognized a non-cash goodwill impairment charge of $7.0 million relating to our Commercial & Industrial segment.
2019 Compared to 2018
Consolidated revenues for the year ended September 30, 2019, were $200.2 million higher than for the year ended September 30, 2018, an increase of 22.8%, with increases at all of our operating segments, driven by strong demand.
Our overall gross profit percentage decreased slightly to 16.9% during the year ended September 30, 2019, as compared to 17.1% during the year ended September 30, 2018. Gross profit as a percentage of revenue increased at our Infrastructure Solutions and Residential segments, but decreased at our Commercial & Industrial and Communications segments, as discussed in further detail with respect to each segment below.
During the year ended September 30, 2019, our selling, general and administrative expenses were $140.6 million, an increase of $16.7 million, or 13.4%, over the year ended September 30, 2018, driven by increased personnel costs at our operating segments in connection with their growth. This increase also includes a $4.2 million increase in expenses at the corporate level, primarily related to an increase in stock-based compensation expense, as well as a severance payment to our former President, who stepped down in March 2019. However, selling, general and administrative expense as a percentage of revenue decreased from 14.1% for the year ended September 30, 2018, to 13.1% for the year ended September 30, 2019, as we benefited from the increased scale of our operations.
Communications
2020 Compared to 2019
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 395,141 | | | 100.0 | % | | $ | 321,246 | | | 100.0 | % |
| Cost of services | 317,013 | | | 80.2 | % | | 264,746 | | | 82.4 | % |
| Gross Profit | 78,128 | | | 19.8 | % | | 56,500 | | | 17.6 | % |
| Selling, general and administrative expenses | 37,674 | | | 9.5 | % | | 31,850 | | | 9.9 | % |
| Contingent consideration | — | | | — | % | | (97) | | | — | % |
| (Gain)/Loss on sale of assets | 8 | | | — | % | | (6) | | | — | % |
| Operating Income | 40,446 | | | 10.2 | % | | 24,753 | | | 7.7 | % |
Revenue. Our Communications segment’s revenues increased by $73.9 million, or 23.0%, during the year ended September 30, 2020, compared to the year ended September 30, 2019. This increase primarily resulted from increased demand from our data center and
distribution center customers. Revenues in our Communications segment can vary from period to period based on the capital spending cycles of our customers.
Gross Profit. Our Communications segment’s gross profit during the year ended September 30, 2020, increased $21.6 million, or 38.3%, as compared to the year ended September 30, 2016. The increase is primarily attributable2019. Gross profit as a percentage of revenue increased to higher personnel costs in connection with the growth and increased profitability at our Residential and Communications segments, branch level general and administrative costs at newly acquired companies, and our increased amortization of intangible assets. Businesses acquired in 2017, as well as the full year impact of businesses acquired in 2016, drove $8.1 million of the increase in general and administrative expense19.8% for the year ended September 30, 2017. On2020, as we took on a consolidated basis, ourlarger proportion of fixed-cost arrangements and we benefited from efficiency gains from strong project execution.
Selling, General and Administrative Expenses. Our Communications segment’s selling, general and administrative expenseexpenses increased slightly as a percentage of revenue from 14.4% for the year ended September 30, 2016, to 14.8% for the year ended September 30, 2017, largely as a result of increased personnel costs and intangible amortization expense.Commercial & Industrial
2017 Compared to 2016
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenue | | $ | 227,606 | | | | 100.0 | % | | $ | 222,466 | | | | 100.0 | % |
Cost of services | | | 208,619 | | | | 91.7 | % | | | 197,679 | | | | 88.9 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 18,987 | | | | 8.3 | % | | | 24,787 | | | | 11.1 | % |
Selling, general and administrative expenses | | | 20,170 | | | | 8.8 | % | | | 17,169 | | | | 7.7 | % |
Gain on sale of assets | | | (32 | ) | | | 0.0 | % | | | (17 | ) | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | (1,151 | ) | | | -0.5 | % | | | 7,635 | | | | 3.4 | % |
Revenue.Revenues increased $5.1$5.8 million, or 18.3% during the year ended September 30, 2017, an increase of 2.3% compared to the year ended September 30, 2016. The increase in revenue was driven largely by the Technical Services and NEXT Electric acquisitions, which contributed $7.6 million of revenue for the year ended September 30, 2017. Revenues also increased at our Denver and Roanoke branches, as discussed above. However, these increases were partly offset by a decrease in work on large, industrial projects in the Southeast market. The market for this segment’s services remains highly competitive, and, as such, we continue to seek to maintain a disciplined bid strategy.
Gross Profit. Gross profit during the year ended September 30, 2017 decreased by $5.8 million, or 23.4%,2019, as compared to the year ended September 30, 2016. The decrease was due primarily to the four underperforming jobs at our Denver and Roanoke branches, which drove a $6.4 million reduction in gross profit from those two branches. This decrease was partially offset by $1.3 million of additional gross margin contributed by the Technical Services and NEXT Electric acquisitions. The market remains competitive, and we expect continued pressure on our ability to increase project bid margins in most of the markets we serve. Gross profit margins for the year ended September 30, 2017 were reduced compared with the prior year, primarily as a result of our two underperforming branches.
Selling, General and Administrative Expenses.Selling, general and administrative expenses during the year ended September 30, 2017, increased by $3.0 million, or 17.5%, compared to the year ended September 30, 2016.2018. The increase is primarily attributable to an additional $1.7 million of expense from our 2016 acquisition of STR Mechanical, which incurred higher personnel costs related to commission expenses paid during the year in support of growth. In addition, $0.7 million of expense was incurred at our newly acquired Technical Services
and NEXT Electric businesses. Selling, general and administrative expense as a percentage of revenues in the Commercial & Industrial segment increased by 1.1% during the year ended September 30, 2017, resulting from additional compensation, severance and related costs associated with organizational changes, as well as additional costs associated with the expansion of STR Mechanical.
2016 Compared to 2015
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2016 | | | 2015 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 222,466 | | | | 100.0 | % | | $ | 178,865 | | | | 100.0 | % |
Cost of Services | | | 197,679 | | | | 88.9 | % | | | 157,322 | | | | 88.0 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 24,787 | | | | 11.1 | % | | | 21,543 | | | | 12.0 | % |
Selling, general and administrative expenses | | | 17,169 | | | | 7.7 | % | | | 15,027 | | | | 8.4 | % |
Gain on sale of assets | | | (17 | ) | | | 0.0 | % | | | (11 | ) | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 7,635 | | | | 3.4 | % | | | 6,527 | | | | 3.6 | % |
Revenue.Revenues increased $43.6 million during the year ended September 30, 2016, an increase of 24.4% compared to the year ended September 30, 2015. The increase in revenue was driven largely by the Shanahan Mechanical and Electrical, Inc. (“Shanahan”) and STR Mechanical acquisitions, which contributed $18.6 million of revenue for the year ended September 30, 2016. The market for this segment’s services remains highly competitive and, as such, we continue to seek to maintain a disciplined bid strategy. However, a continued focus on our sales strategy combined with improved market conditions in certain regions where we operate led to the year-over-year revenue increase.
Gross Profit. Gross profit during the year ended September 30, 2016 increased by $3.2 million, or 15.1%, as compared to the year ended September 30, 2015. The increase was due primarily to $3.1 million of additional gross margin contributed by the Shanahan and STR Mechanical acquisitions. The market remains competitive, and we expect continued pressure on our ability to increase project bid margins in most of the markets we serve. Gross profit margins for the year ended September 30, 2016, were reduced compared with the prior year, primarily as a result of an increase in insurance costs.
Selling, General and Administrative Expenses.Selling, general and administrative expenses during the year ended September 30, 2016, increased by $2.1 million, or 14.2%, compared to the year ended September 30, 2015. The increase is primarily attributable to $1.7 million of expense incurred at our newly acquired Shanahan and STR Mechanical businesses. Selling, general and administrative expense as a percentage of revenues in the Commercial & Industrial segment decreased by 0.7% during the year ended September 30, 2016, as we benefited from increased activity.
Communications
2017 Compared to 2016
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 225,275 | | | | 100.0 | % | | $ | 189,635 | | | | 100.0 | % |
Cost of services | | | 187,419 | | | | 83.2 | % | | | 157,104 | | | | 82.8 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 37,856 | | | | 16.8 | % | | | 32,531 | | | | 17.2 | % |
Selling, general and administrative expenses | | | 24,219 | | | | 10.8 | % | | | 20,839 | | | | 11.0 | % |
Gain on sale of assets | | | (1 | ) | | | 0.0 | % | | | 0 | | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 13,638 | | | | 6.0 | % | | | 11,692 | | | | 6.2 | % |
Revenue.Revenues increased by $35.6 million during the year ended September 30, 2017, an 18.8% increase compared to the year ended September 30, 2016.Revenues for all of the service offerings, such as data center, audio-visual and security, cabling, and Voice Over Internet Protocol (VoIP) work increased for the year ended September 30, 2017, compared with the year ended September 30, 2016, as we continue to add to our customer base, including entry into new markets.
Gross Profit.Gross profit during the year ended September 30, 2017, increased $5.3 million, or 16.4%, as compared to the year ended September 30, 2016. Gross profit as a percentage of revenue decreased from 17.2% for the year ended September 30, 2016 to 16.8% for the year ended September 30, 2017. The decline is driven, in part, by inefficiencies on certain projects during fiscal 2017. Additionally, margins have been affected by a continued increase in the volume of cost-plus work performed in fiscal 2017. This work is generally lower risk and is typically performed at lower margins than the fixed price arrangements which comprise the majority of the work we perform. Finally, our lower margins reflect the impact of hiring and training a number of new employees needed to support the rapid growth of the business.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $3.4 million, or 16.2%, during the year ended September 30, 2017, compared to the year ended September 30, 2016, as a result of higher personnel cost, including increasedparticularly related to continuing investment to support the growth of the business, along with higher incentive compensation associatedin connection with increasedimproved profitability in fiscal 2017.and cash flows. Selling, general and administrative expenses as a percentage of revenues in the Communications segment decreased slightlyfrom 9.9% for the year ended September 30, 2019 to 10.8%9.5% of segment revenue during the year ended September 30, 2017,2020, as we benefited from the increased scale of our operations, as well as a temporary reduction in travel expense.
2019 Compared to 2018
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2019 | | 2018 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 321,246 | | | 100.0 | % | | $ | 219,655 | | | 100.0 | % |
| Cost of services | 264,746 | | | 82.4 | % | | 179,518 | | | 81.7 | % |
| Gross Profit | 56,500 | | | 17.6 | % | | 40,137 | | | 18.3 | % |
| Selling, general and administrative expenses | 31,850 | | | 9.9 | % | | 26,003 | | | 11.8 | % |
| Contingent consideration | (97) | | | — | % | | (85) | | | — | % |
| Gain on sale of assets | (6) | | | — | % | | (4) | | | — | % |
| Operating Income | 24,753 | | | 7.7 | % | | 14,223 | | | 6.5 | % |
Revenue. Our Communications segment’s revenues increased by $101.6 million, or 46.3%, during the year ended September 30, 2019, compared to the year ended September 30, 2016, as we benefited2018. This increase primarily resulted from increased activity.2016 Compared to 2015
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2016 | | | 2015 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 189,635 | | | | 100.0 | % | | $ | 141,858 | | | | 100.0 | % |
Cost of services | | | 157,104 | | | | 82.8 | % | | | 116,015 | | | | 81.8 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 32,531 | | | | 17.2 | % | | | 25,843 | | | | 18.2 | % |
Selling, general and administrative expenses | | | 20,839 | | | | 11.0 | % | | | 15,735 | | | | 11.1 | % |
Gain on sale of assets | | | 0 | | | | 0.0 | % | | | (18 | ) | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 11,692 | | | | 10.8 | % | | | 10,126 | | | | 11.0 | % |
Revenue.Revenues increased by $47.8 million during the year ended September 30, 2016, a 33.7% increase compared to the year ended September 30, 2015.The increase is the result of both the expansiondemand from several of our customer
base and additional work with existingdata center customers. Revenues in our Communications segment can vary from data center work increased by $32.4 million forperiod to period based on the year ended September 30, 2016, compared with the year ended September 30, 2015. The majoritycapital spending cycles of other service offerings such as audio-visual and security, cabling, and Voice Over Internet Protocol (VoIP) work increased as we continue to add to our customer base, including entry into new markets.
customers.
Gross Profit.GrossOur Communications segment’s gross profit during the year ended September 30, 2016,2019, increased $6.7$16.4 million, or 25.9%40.8%, as compared to the year ended September 30, 2015. This increase was primarily driven by the overall increase2018. While total gross profits increased in revenues noted above. Grossconnection with higher volumes, gross profit as a percentage of revenue decreased from 18.2%18.3% for the year ended September 30, 2015,2018 to 17.2%17.6% for the year ended September 30, 2016. During 2016,2019, as we took on a larger numberproportion of projects where we were paid based oncost-plus arrangements. These arrangements provide us with a reimbursement for our cost incurredcosts plus an agreed upon margin. This work is generallya markup, and are typically lower margin, but also lower risk, and is typically performed at lower margins than the fixed price arrangements which comprise the majority of the work we perform.as compared with our fixed-cost arrangements.
Selling, General and Administrative Expenses. Selling,Our Communications segment’s selling, general and administrative expenses increased $5.1$5.8 million, or 32.4%,22.5% during the year ended September 30, 2016,2019, as compared to the year ended September 30, 2015, as2018. The increase is a result of higher personnel cost, including increasedparticularly related to continuing investment to support the growth of the business, along with higher incentive compensation associatedin connection with higher profitability.improved profitability and cash flows. Selling, general and administrative expenses as a percentage of revenues in the Communications segment decreased slightlyfrom 11.8% for the year ended September 30, 2018 to 11.0%9.9% of segment revenue during the year ended September 30, 2016,2019, compared to the year ended September 30, 2015,2018, as we benefited from the increased activity.Infrastructure Solutions
2017scale of our operations.
Residential
2020 Compared to
2016 | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 83,824 | | | | 100.0 | % | | $ | 58,003 | | | | 100.0 | % |
Cost of services | | | 63,399 | | | | 75.6 | % | | | 42,356 | | | | 73.0 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 20,425 | | | | 24.4 | % | | | 15,647 | | | | 27.0 | % |
Selling, general and administrative expenses | | | 17,859 | | | | 21.3 | % | | | 12,404 | | | | 21.4 | % |
Contingent consideration | | | (145 | ) | | | -0.1 | % | | | 652 | | | | 1.1 | % |
(Gain)/Loss on sale of assets | | | (79 | ) | | | -0.1 | % | | | 826 | | | | 1.4 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 2,790 | | | | 3.3 | % | | | 1,765 | | | | 3.1 | % |
2019
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 411,790 | | | 100.0 | % | | $ | 313,336 | | | 100.0 | % |
| Cost of services | 318,034 | | | 77.2 | % | | 248,562 | | | 79.3 | % |
| Gross Profit | 93,756 | | | 22.8 | % | | 64,774 | | | 20.7 | % |
| Selling, general and administrative expenses | 63,668 | | | 15.5 | % | | 46,864 | | | 15.0 | % |
| (Gain)/Loss on sale of assets | 2 | | | — | % | | (17) | | | — | % |
| Operating Income | 30,086 | | | 7.3 | % | | 17,927 | | | 5.7 | % |
Revenue.Our Residential segment’s revenues increased by $98.5 million, or 31.4%, during the year ended September 30, 2020, as compared to the year ended September 30, 2019. The increase was driven by increases in our single-family business, where revenues increased by $26.8 million, and our multi-family businesses, where revenues excluding those provided by current year business acquisitions, increased by $61.0 million for the year ended September 30, 2020, compared with the year ended September 30, 2019. In February 2020, we acquired Aerial Lighting & Electric, Inc., ("Aerial"), a Naugatuck, Connecticut-based electrical contractor specializing in the design and installation of electrical systems for multi-family developments. Aerial contributed $9.3 million in revenue during the year ended September 30, 2020 subsequent to our acquisition of the business.
Gross Profit. During the year ended September 30, 2020, our Residential segment experienced a $29.0 million, or 44.7%, increase in gross profit as compared to the year ended September 30, 2019. The increase in gross profit was driven primarily by higher volumes and improved commodity prices. Gross margin as a percentage of revenue increased from 20.7% to 22.8% during the year ended September 30, 2020, as compared with the year ended September 30, 2019, as we benefited from improved commodity prices and the increased scale of our operations. Our newly acquired Aerial business contributed $1.7 million in gross profit during the year ended September 30, 2020 subsequent to our acquisition of the business.
Selling, General and Administrative Expenses. Our Residential segment experienced a $16.8 million, or 35.9%, increase in selling, general and administrative expenses during the year ended September 30, 2020, compared to the year ended September 30, 2019. This increase was driven by increased compensation expense in connection with a growing business, including both incentive profit sharing for division management and increased headcount, as well as $2.3 million in selling, general and administrative expenses incurred at Aerial during the year ended September 30, 2020 subsequent to our acquisition of the business, including amortization of intangible assets. Selling, general and administrative expenses as a percentage of revenues in the Residential segment increased from 15.0% to 15.5% of segment revenue during the year ended September 30, 2020.
2019 Compared to 2018
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2019 | | 2018 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 313,336 | | | 100.0 | % | | $ | 285,711 | | | 100.0 | % |
| Cost of services | 248,562 | | | 79.3 | % | | 227,355 | | | 79.6 | % |
| Gross Profit | 64,774 | | | 20.7 | % | | 58,356 | | | 20.4 | % |
| Selling, general and administrative expenses | 46,864 | | | 15.0 | % | | 41,401 | | | 14.5 | % |
| (Gain)/Loss on sale of assets | (17) | | | — | % | | 8 | | | — | % |
| Operating Income | 17,927 | | | 5.7 | % | | 16,947 | | | 5.9 | % |
Revenue. Our Residential segment’s revenues increased by $27.6 million, or 9.7%, during the year ended September 30, 2019, as compared to the year ended September 30, 2018. The increase was driven by increases in our single-family business, where revenues increased by $22.0 million, and our multi-family businesses, where revenues increased by $8.9 million for the year ended September 30, 2019, compared with the year ended September 30, 2018. This increase was partly offset by a $3.2 million decrease in our solar and service revenues for the year ended September 30, 2019, compared with the prior year.
Gross Profit. During the year ended September 30, 2019, our Residential segment experienced a $6.4 million, or 11.0%, increase in gross profit as compared to the year ended September 30, 2018. The increase in gross profit was driven primarily by higher volumes. Gross margin as a percentage of revenue increased from 20.4% to 20.7% during the year ended September 30, 2019, as compared with the year ended September 30, 2018, as we benefited from improved commodity prices and the increased scale of our operations.
Selling, General and Administrative Expenses. Our Residential segment experienced a $5.5 million, or 13.2%, increase in selling, general and administrative expenses during the year ended September 30, 2019, compared to the year ended September 30, 2018. This increase was driven by increased compensation expense in connection with a growing business, including both incentive profit sharing for division management and increased headcount. Selling, general and administrative expenses as a percentage of revenues in the Residential segment increased from 14.5% to 15.0% of segment revenue during the year ended September 30, 2019.
Infrastructure Solutions
2020 Compared to 2019
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 128,379 | | | 100.0 | % | | $ | 136,790 | | | 100.0 | % |
| Cost of services | 93,358 | | | 72.7 | % | | 105,863 | | | 77.4 | % |
| Gross Profit | 35,021 | | | 27.3 | % | | 30,927 | | | 22.6 | % |
| Selling, general and administrative expenses | 20,418 | | | 15.9 | % | | 18,664 | | | 13.6 | % |
| Contingent consideration | — | | | — | % | | (277) | | | (0.2) | % |
| Loss on sale of assets | 35 | | | — | % | | 105 | | | 0.1 | % |
| Operating Income | 14,568 | | | 11.3 | % | | 12,435 | | | 9.1 | % |
Revenue. Revenues in our Infrastructure Solutions segment increaseddecreased by $25.8$8.4 million during the year ended September 30, 2017, an increase2020, a decrease of 44.5%6.1% compared to the year ended September 30, 2016. 2019. The increasedecrease in revenue was driven primarily by the timing of project schedules at certain of our large customers, compared to unusually strong demand in the prior year. We also experienced a full yeardecrease in demand for our motor repair services, as several of operations at Technibusour large customers temporarily shut down facilities in response to the COVID-19 pandemic. Plant Power and Control Systems, L.L.C. ("PPCS"), a Birmingham, Alabama-based manufacturer and installer of custom engineered power distribution equipment, which provided additionalwe acquired in February 2020, contributed $12.6 million in revenue of $19.6 million during the year ended September 30, 2017, compared2020 subsequent to the year ended September 30, 2016. Additionally, the 2017our acquisition of Freeman provided revenue of $10.9 million for the year ended September 30, 2017. For additional information see Note 18, “Business Combinations and Divestitures” in the notes to our Consolidated Financial Statements. These increases were partly offset by a decrease in activity at our motor repair business.
Gross Profit. Our Infrastructure Solutions segment’s gross profit during the year ended September 30, 2017,2020, increased by $4.8$4.1 million, as compared to the year ended September 30, 2016. The increase was driven2019, primarily by Technibus, which provided additional gross profitas a result of $4.1 million during the year ended September 30, 2017, compared to the year ended September 30, 2016. The acquisition of Freeman contributed $1.7 million of additional gross profit for the year ended September 30, 2017, compared with the year ended September 30, 2016. These increases were partly offset by a slight decrease in activity at our motor repair business.successful project execution. Gross profit as a percent of revenue decreased from 27.0%increased to 27.3% for the year ended September 30, 2016, to 24.4% for2020, as our continued focus on procurement, engineering, and quality has resulted in a decrease in operating costs. Our newly acquired PPCS business contributed $3.4 million in gross profit during the year ended September 30, 2017, driven primarily by a change in2020 subsequent to our acquisition of the overall mix of work being performed.business.
Selling, General and Administrative Expenses.Our Infrastructure Solutions segment’s selling, general and administrative expenses during the year ended September 30, 2017,2020, increased by $5.5$1.8 million compared to the year ended September 30, 2016. The increase was 2019,driven primarilyby $2.0 million of expense, including amortization of intangible assets, incurred at our newly acquired PPCS business. Expenses incurred at PPCS were partly offset by a fulldecrease in travel and healthcare costs. The selling, general and administrative expenses as a percentage of revenue increased from 13.6% for the year of activity at Technibus, which contributed $4.0ended September 30, 2019, to 15.9% for the year ended September 30, 2020.
2019 Compared to 2018
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2019 | | 2018 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 136,790 | | | 100.0 | % | | $ | 97,163 | | | 100.0 | % |
| Cost of services | 105,863 | | | 77.4 | % | | 75,337 | | | 77.5 | % |
| Gross Profit | 30,927 | | | 22.6 | % | | 21,826 | | | 22.5 | % |
| Selling, general and administrative expenses | 18,664 | | | 13.6 | % | | 18,293 | | | 18.8 | % |
| Contingent consideration | (277) | | | (0.2) | % | | 288 | | | 0.3 | % |
| Loss on sale of assets | 105 | | | 0.1 | % | | 18 | | | — | % |
| Operating Income | 12,435 | | | 9.1 | % | | 3,227 | | | 3.3 | % |
Revenue. Revenues in our Infrastructure Solutions segment increased by $39.6 million of additional expense during the year ended September 30, 2017,2019, an increase of 40.8% compared to the year ended September 30, 2016. The acquisition of Freeman contributed $2.1 million of additional expense for the year ended September 30, 2017, compared with the year ended September 30, 2016. These increases were partly offset by a reduction of expense throughout the remainder of the Infrastructure Solutions organization. Selling, general and administrative expense as a percentage of revenue remained relatively flat year over year.(Gain)/Loss on Sale of Asset. In 2016, we recognized aone-time charge of $0.8 million in conjunction with the write down to net realizable value of certain assets related to our engine component business, which we sold in April 2016.
2016 Compared to 2015
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2016 | | | 2015 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 58,003 | | | | 100.0 | % | | $ | 46,827 | | | | 100.0 | % |
Cost of services | | | 42,356 | | | | 73.0 | % | | | 36,194 | | | | 77.3 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 15,647 | | | | 27.0 | % | | | 10,633 | | | | 22.7 | % |
Selling, general and administrative expenses | | | 12,404 | | | | 21.4 | % | | | 9,498 | | | | 20.3 | % |
Contingent consideration | | | 652 | | | | 1.1 | % | | | 0 | | | | 0.0 | % |
Loss on sale of assets | | | 826 | | | | 1.4 | % | | | 12 | | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 1,765 | | | | 3.0 | % | | | 1,123 | | | | 2.4 | % |
Revenue.Revenues in our Infrastructure Solutions segment increased by $11.2 million during the year ended September 30, 2016, an increase of 23.9% compared to the year ended September 30, 2015.2018. The increase in revenue was drivenrelates primarily by the Southern Industrial Sales and Services, Inc. (“Southern Rewinding”), Calumet and Technibus acquisitions, which provided additional revenue of $20.6 million for the year ended September 30, 2016. This increase was partially offset by a $6.7 million decrease in revenues from our engine component business, for which we sold substantially all of the operating assets in April 2016. For additional information see Note 18, “Business Combinations and Divestitures” in the notes to our Consolidated Financial Statements.
generator enclosure business, driven by increased demand for enclosures to be used at data centers. We also experienced an increase in demand for our motor repair services.
Gross Profit.Profit. Our Infrastructure Solutions segment’s gross profit during the year ended September 30, 2016,2019, increased by $5.0$9.1 million, as compared to the year ended September 30, 2015. The increase was driven2018, primarily by the acquisitionsas a result of Southern Rewinding, Technibus and Calumet, which contributed $6.9 million of additional gross profit for the year ended September 30, 2016 compared with the year ended September 30, 2015. This increase was partly offset by a $2.0 million reduction in gross profit from our engine component business, for which we sold substantially all of the operating assets in April 2016.increased volumes. Gross profit as a percent of revenue slightly increased from 22.7%to 22.6% for the year ended September 30, 2015 to 27.0% for the year ended September 30, 2016, as a result of higher margins at Calumet and Technibus.2019.
Selling, General and Administrative Expenses.Our Infrastructure Solutions segment’s selling, general and administrative expenses during the year ended September 30, 20162019, increased by $2.9$0.4 million compared to the year ended September 30, 2015. Selling,2018. However, the selling, general and administrative expenseexpenses as a percentage of revenue increaseddecreased from 20.3%18.8% for the year ended September 30, 20152018, to 21.4%13.6% for the year ended September 30, 2016. The increase was driven primarily by the acquisitions of Southern Rewinding, Technibus and Calumet, which contributed $3.6 million of additional expense for the year ended September 30, 2016, compared with the year
ended September 30, 2015. This increase was partly offset by2019. Through a $0.5 million reduction infocus on controlling costs, we were able to scale our business effectively without adding significant selling, general and administrative expense at our engine component business, for which we sold substantially all of the operating assets in April 2016.
Contingent Consideration. Results of operations from Calumet have outperformed forecast measures usedexpense.
Commercial & Industrial
2020 Compared to 2019
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenue | $ | 255,546 | | | 100.0 | % | | $ | 305,624 | | | 100.0 | % |
| Cost of services | 234,492 | | | 91.8 | % | | 275,722 | | | 90.2 | % |
| Gross Profit | 21,054 | | | 8.2 | % | | 29,902 | | | 9.8 | % |
| Selling, general and administrative expenses | 32,128 | | | 12.6 | % | | 27,815 | | | 9.1 | % |
| Goodwill impairment expense | 6,976 | | | 2.7 | % | | — | | | — | % |
| Contingent consideration | (11) | | | — | % | | — | | | — | % |
| Gain on sale of assets | (45) | | | — | % | | (30) | | | — | % |
| Operating income | (17,994) | | | (7.0) | % | | 2,117 | | | 0.7 | % |
Revenue. Revenues in our original valuation of the contingent consideration agreement, which we calculated following the acquisition of Calumet. As at September 30, 2016, we expected to pay higher contingent consideration because of increased profitability, we recorded additional contingent consideration expense of $0.7Commercial & Industrial segment decreased $50.1 million, or 16.4%, during the year ended September 30, 2016.Loss on Sale2020, compared to the year ended September 30, 2019.
The decrease was largely driven by lower demand for large, industrial projects, particularly in the agricultural and food processing sectors. We also experienced a reduction in demand for time-and-material work. The market for this segment’s services remains highly competitive, and disruptions caused by the COVID-19 pandemic have resulted in some delays in the awarding of Asset. We recognized $0.8 million in conjunction withnew projects, as well as the write down to net realizable valueprogress of certain assets related to our engine component business. The sale of these assets to a third party pursuant to an asset purchase agreement was finalized on April 15, 2016.Residential
2017 Compared to 2016
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 274,039 | | | | 100.0 | % | | $ | 225,889 | | | | 100.0 | % |
Cost of services | | | 210,809 | | | | 76.9 | % | | | 171,874 | | | | 76.1 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 63,230 | | | | 23.1 | % | | | 54,015 | | | | 23.9 | % |
Selling, general and administrative expenses | | | 43,689 | | | | 16.0 | % | | | 37,585 | | | | 16.6 | % |
Loss on sale of assets | | | 43 | | | | 0.0 | % | | | 1 | | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 19,498 | | | | 7.1 | % | | | 16,429 | | | | 7.3 | % |
Revenue.Revenues increased $48.2 millionexisting projects.
Gross Profit. Our Commercial & Industrial segment’s gross profit during the year ended September 30, 2017, an increase of 21.3%2020 decreased by $8.8 million, or 29.6%, as compared to the year ended September 30, 2016. The increase is2019. This was driven primarily by our multi-family business, where revenues increased by $33.3 milliona decrease in volume as discussed above, and certain project inefficiencies. As a percentage of revenue, gross profit decreased from 9.8% for the year ended September
30, 2019, to 8.2% for the year ended September 30,
2017, compared2020, as a result of certain project inefficiencies, as well as a less efficient absorption of branch level overheads in connection with
the year ended September 30, 2016. We entered the year with a historically high level of backlog, which resulted in increased revenues during fiscal 2017. Single-family construction revenues increased by $16.8 million, primarily driven by our Texas operations. Revenue from solar installations decreased by $2.2 million, and service revenues remained flat for the year ended September 30, 2017, as compared with the same period in 2016.Gross Profit.During the year ended September 30, 2017, our Residential segment experienced a $9.2 million, or 17.1%, increase in gross profit as compared to the year ended September 30, 2016. Gross profit increased primarily due to a higher volume of work. Gross margin percentage decreased to 23.1% as multi-family projects, which generally have a lower gross margin than single-family projects, were a higher proportion of our total volume during the year ended September 30, 2017, compared with the year ended September 30, 2016.
volumes.
Selling, General and Administrative Expenses.Our Residential segment experienced a $6.1 million, or 16.2%, increase inCommercial & Industrial segment’s selling, general and administrative expenses during the year ended September 30, 2017,2020, increased $4.3 million, or 15.5%, compared to the year ended September 30, 2016, primarily2019. The increased expense for the year ended September 30, 2020 includes a reserve for doubtful accounts related to higher personnela commercial dispute, as well as an increase in legal fees. Additionally, we have invested in our procurement process and incurred costs including profit sharing incentives, in supportconnection with changes to our organization structure, with the goal of growth.improving gross margins in the future. Selling, general and administrative expenses as a percentage of revenuesrevenue increased to 12.6% from 9.1%, reflecting the impact of the decreased scale of our operations.
Goodwill Impairment Expense. Throughout 2020, our Commercial & Industrial segment continued to experience operating losses. Although the business has maintained a focus on operational improvements and cost reductions, its performance continued to be affected by the ongoing COVID-19 pandemic and other market factors. During the third and fourth fiscal quarter, we had expected to see operational and market improvements, as government restrictions and “stay at home” orders began to expire. However, the continuing impact of COVID-19 and the resulting increase in economic uncertainty has continued to impact customer decisions on awarding of new work. In this increasingly competitive and uncertain environment, demand for new construction in market sectors such as retail, office, and hospitality has declined, and our backlog has decreased. As a result of these developments, and continuing operational difficulties we experienced in the Residentialfourth fiscal quarter, we concluded in performing our annual goodwill impairment assessment that the fair value of our Commercial & Industrial reporting unit was less than its carrying amount, which resulted in the recognition of a non-cash goodwill impairment charge of $7.0 million for the year ended September 30, 2020.
2019 Compared to 2018
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2019 | | 2018 |
| $ | | % | | $ | | % |
| (Dollars in thousands, Percentage of revenues) |
| Revenues | $ | 305,624 | | | 100.0 | % | | $ | 274,299 | | | 100.0 | % |
| Cost of services | 275,722 | | | 90.2 | % | | 244,656 | | | 89.2 | % |
| Gross profit | 29,902 | | | 9.8 | % | | 29,643 | | | 10.8 | % |
| Selling, general and administrative expenses | 27,815 | | | 9.1 | % | | 27,031 | | | 9.9 | % |
| Contingent consideration | — | | | — | % | | (100) | | | — | % |
| Gain on sale of assets | (30) | | | — | % | | (37) | | | — | % |
| Operating income (loss) | 2,117 | | | 0.7 | % | | 2,749 | | | 1.0 | % |
Revenue. Revenues in our Commercial & Industrial segment decreased from 16.6% to 16.0%increased $31.3 million, or 11.4%, during the year ended September 30, 2017, as we benefited from2019, compared to the increased scale of our operations.year ended September 30, 2018. The increase in revenue over this period was driven by an increase in large agricultural and other projects in the Midwest.
2016 Compared to 2015
| | | | | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2016 | | | 2015 | |
| | | $ | | | % | | | $ | | | % | |
| | | (Dollars in thousands, Percentage of revenues) | |
Revenues | | $ | 225,889 | | | | 100.0 | % | | $ | 206,307 | | | | 100.0 | % |
Cost of services | | | 171,874 | | | | 76.1 | % | | | 164,435 | | | | 79.7 | % |
| | | | | | | | | | | | | | | | |
Gross Profit | | | 54,015 | | | | 23.9 | % | | | 41,872 | | | | 20.3 | % |
Selling, general and administrative expenses | | | 37,585 | | | | 16.6 | % | | | 31,877 | | | | 15.5 | % |
Loss on sale of assets | | | 1 | | | | 0.0 | % | | | 4 | | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Operating Income | | | 16,429 | | | | 7.3 | % | | | 9,991 | | | | 4.8 | % |
Revenue.Revenues increased $19.6 million
Gross Profit. Our Commercial & Industrial segment’s gross profit during the year ended September 30, 2016, an increase of 9.5%2019 increased by $0.3 million, or 0.9%, as compared to the year ended September 30, 2015. Single-family construction revenues increased by $22.2 million, primarily2018. We benefited from growth in North Carolina and Georgia, as well as Texas, where the economy experienced continued growth and population expansion. Cable and service activity, as well as revenue from solar installations, also increased year over year. These increaseshigher volumes; however, these benefits were partly offset by lowercertain project inefficiencies during the second half of the year. As a percentage of revenue, for multi-family construction, whichgross profit decreased by $8.6 millionfrom 10.8% for the year ended September 30, 2016 as compared with the same period in 2015, primarily as a result of delays caused by shortages of qualified labor in other trades.Gross Profit.During2018, to 9.8% for the year ended September 30, 2016, our Residential segment experienced a $12.1 million, or 29.0%, increase in gross profit as compared to the year ended September 30, 2015. Gross profit increased due to higher volume of work across most service lines. Gross margin percentage increased within single-family, as demand for single-family housing increased combined with improved efficiency and favorable commodity prices. Gross margin as a percentage of revenue also increased in our multi-family division,2019, as a result of more competitive pricing and favorable commodity prices. We also recognized higher margins on service and cable work during the year ended September 30, 2016, compared with the year ended September 30, 2015.
these project inefficiencies.
Selling, General and Administrative Expenses.Our Residential segment experienced a $5.7 million, or 17.9%, increase inCommercial & Industrial segment’s selling, general and administrative expenses during the year ended September 30, 2016,2019, increased $0.8 million, or 2.9%, compared to the year ended September 30, 2015. Selling, general and administrative expenses2018, but decreased from 9.9% as a percentage of revenues in the Residential segment increased 1.1% to 16.6% of segment revenue duringfor the year ended September 30, 2016. The primary driver2018 to 9.1% for the year ended September 30, 2019, as we benefited from the increased scale of the increase was the cost of incentive compensation for our operations managers, which is basedand a focus on a profit-sharing model, combined with other bonus and commission expense which increased in connection with increased levels of activity and higher profitability.controlling costs.
INTEREST AND OTHER EXPENSE, NET
| | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
| | | (In thousands) | |
Interest expense | | $ | 1,408 | | | $ | 937 | | | $ | 813 | |
Deferred financing charges | | | 294 | | | | 345 | | | | 317 | |
| | | | | | | | | | | | |
Total interest expense | | | 1,702 | | | | 1,282 | | | | 1,130 | |
| | | | | | | | | | | | |
Other (income) expense, net | | | (165 | ) | | | (83 | ) | | | (180 | ) |
| | | | | | | | | | | | |
Total interest and other expense, net | | $ | 1,537 | | | $ | 1,199 | | | $ | 950 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
| (In thousands) |
| Interest expense | $ | 625 | | | $ | 1,539 | | | $ | 1,658 | |
| Deferred financing charges | 152 | | | 318 | | | 288 | |
| Total interest expense | 777 | | | 1,857 | | | 1,946 | |
| Other (income) expense, net | 12 | | | (148) | | | (340) | |
| Total interest and other expense, net | 789 | | | 1,709 | | | 1,606 | |
During the year ended September 30, 2017,2020, we incurred interest expense of $1.7$0.8 million primarily comprised of interest expense from our term loanrevolving credit facility with Wells Fargo Bank, N.A. (“Wells Fargo”), and fees on an average letter of credit balance of $6.9 million under our revolving credit facility and an average unused line of credit balance of $89.6 million. This compares to interest expense of $1.9 million for the year ended September 30, 2019, primarily comprised of interest expense from our revolving credit facility with Wells Fargo and fees on an average letter of credit balance of $6.6 million under our revolving credit facility and an average unused line of credit balance of $47.5$73.7 million. This compares to interest expense of $1.3 million for
For the year ended September 30,
2016,2018, we incurred interest expense of $1.9 million on a debt balance primarily comprised of our
term loanrevolving credit facility with Wells Fargo
and fees on an average letter of credit balance of
$6.9$6.6 million under our revolving credit facility, and an average unused line of credit balance of
$40.6$63.2 million.
The increase in interest expense for the year ended September 30, 2017, as compared with the year ended September 30, 2016, is the result of a higher average debt balance, driven by $20.3 million of borrowings in June 2016 in connection with our acquisition of Technibus.
PROVISION FOR INCOME TAXES
For the year ended September 30,
2015, we incurred interest expense of $1.1 million on a debt balance primarily comprised of our term loan facility with Wells Fargo, an average letter of credit balance of $6.9 million under our revolving credit facility, and an average unused line of credit balance of $45.5 million.PROVISION FOR INCOME TAXES
For the year ended September 30, 2017,2020, we recorded income tax expense of $5.2$8.7 million. Income tax expense was partly offset by a $3.7$3.2 million benefit associated withrelated to the reversalrecognition of previously unrecognized tax benefits as well as a reserve previously established for an uncertain tax provision.
$3.3 million benefit related to the release of valuation allowance on certain state net operating loss carryforwards.
For the year ended September 30, 2016,2019, we recorded a benefit from income tax expense of $97.1$6.7 million. ThisIncome tax expense was partly offset by a $4.0 million benefit included $109.0 million attributablerelated to the releaserecognition of our valuation allowance on certain of our net operating loss carryforwards and other deferredpreviously unrecognized tax assets duringbenefits.
For the year ended September 30,
2016. This benefit is the result2018, we recorded income tax expense of
our assessment at September 30, 2016, that it is more likely than not that we will generate sufficient taxable income to utilize these net operating loss carryforwards and other deferred$38.2 million. Income tax
assets.Our provision for income taxes was $0.7 million for the year ended September 30, 2015. Tax expense for the year ended September 30, 2015, was partly offset by a $0.7$1.9 million benefit fromrelated to the recognition of previously unrecognized tax benefits. Our income tax expense included a reduction incharge of $31.3 million to re-measure our valuation allowance as a result of deferred tax assets and liabilities added in connection withto reflect the acquisitionimpact from the enactment of Southern Rewinding.
the Tax Cuts and Jobs Act on December 22, 2017.
During the year ended September 30,
2017,2020, working capital exclusive of cash
increaseddecreased by
$9.4$8.6 million from September 30,
2016,2019, reflecting a
$27.0$40.4 million increase in current assets excluding cash and a
$17.6$49.0 million increase in current liabilities during the period.
During the year ended September 30,
2017,2020, our current assets exclusive of cash increased to
$203.5$317.9 million, as compared to
$176.5$277.5 million as of September 30,
2016.2019. The increase
included $13.6 million of current assets, exclusive of cash, associated with the NEXT Electric, Freeman and Technical Services acquisitions in fiscal 2017. Accounts receivable and retainage, excluding acquired balances, increased by $8.6 million, primarily
driven by increased activity at our Communications segment. The remaining increase was driven byrelates to a
$1.8$26.7 million increase in
inventory excluding the inventory acquiredaccounts receivable and an $11.7 million increase in
business combinations, offset by a decrease of $2.1 millionretainage, in
costs and estimated earningsconnection with growth in
excess of billings.our business. Days sales outstanding
increaseddecreased to
66 at61 as of September 30,
20172020, from
60 at62 as of September 30,
2016.2019. While the rate of collections may vary, our typically secured position, resulting from our ability in general to secure liens against our customers’ overdue receivables, offers some protection that collection will occur eventually to the extent that our security retains value.
During the year ended September 30, 2017,2020, our total current liabilities increased by $17.6$49.0 million to $150.6$242.4 million, compared to $133.1$193.5 million as of September 30, 2016. The2019, primarily related to an increase was the result of $10.7 million ofin accounts payable and accrued liabilities, addedand a $15.2 million increase in billings in excess of costs and estimated earnings in connection with the NEXT Electric, Freeman and Technical Services acquisitions in fiscal 2017, as well as higher levelsgrowth of activity at our Residential and Communications segments.business.
Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a surety. These bonds provide a guarantee to the customer that we will perform under the terms of our contract and that we will pay our
subcontractors and vendors. If we fail to perform under the terms of our contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the sureties for any expenses or outlays they incur on our behalf. To date, we have not been required to make any reimbursements to our sureties for bond-related costs.
As is common in the surety industry, sureties issue bonds on a
project-by-project basis and can decline to issue bonds at any time. We believe that our relationships with our sureties will allow us to provide surety bonds as they are required. However, current market conditions, as well as changes in our
sureties’sureties' assessment of our operating and financial risk, could cause our sureties to decline to issue bonds for our work. If our sureties decline to issue bonds for our work, our alternatives would include posting other forms of collateral for project performance, such as letters of credit or cash, seeking bonding capacity from other sureties, or engaging in more projects that do not require surety bonds. In addition, if we are awarded a project for which a surety bond is required but we are unable to obtain a surety bond, the result could be a claim for damages by the customer for the costs of replacing us with another contractor.
As of September 30,
2017,2020, the estimated cost to complete our bonded projects was approximately
$35.4$92.9 million. We believe the bonding capacity currently provided by our sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30,
2017,2020, we had cash and cash equivalents of
$28.3$53.6 million and
$48.3$94.3 million of availability under our revolving credit facility. We anticipate that the combination of cash on hand, cash flows from operations and available capacity under our revolving credit facility will provide sufficient cash to enable us to meet our working capital needs, debt service requirements and capital expenditures for property and equipment through the next twelve months. Our ability to generate cash flow is dependent on many factors, including demand for our services, the availability of projects at margins acceptable to us, the ultimate collectability of our receivables, and our ability to borrow on our revolving credit facility or raise funds in the capital markets, if needed.
We continue to monitor the financial markets and general national and global economic conditions. To date, we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurances that access to our invested cash and cash equivalents will not be impacted in the future by adverse conditions in the financial markets.
The Revolving Credit Facility
On April 10, 2017, we entered into
We maintain a Second Amended and Restated Credit and Security Agreement$100 million revolving credit facility that matures on September 30, 2024 pursuant to an agreement with Wells Fargo which was further amended on July 14, 2017, and August 2, 2017 (as amended, the “Amended Credit Agreement”). Pursuant to
Borrowings under the credit facility may not exceed a “borrowing base” that is determined monthly by Wells Fargo based on available collateral, primarily certain accounts receivables, inventories, and equipment. Under the terms of the Amended Credit Agreement, our maximum revolver amount increased from $70 millionamounts outstanding bear interest at a per annum rate equal to $100 million, and the maturity date of our revolving credit facility was extended from August 9, 2019 to August 9, 2021. The Amended Credit Agreement also modified our financial covenants by, among other items, implementing a new covenant that requires the Company to maintain a minimum EBITDADaily Three Month LIBOR (as defined in the Amended Credit Agreement) that will be testedAgreement and subject to replacement with a new benchmark as set forth therein), plus an interest rate margin, which is determined quarterly, based on the following thresholds:
| | | | | | | | | | | | | | |
| | | | |
| Level | | Thresholds | | Interest Rate Margin |
| I | | If Liquidity is less than 35% of the Maximum Revolver Amount at any time during the period | | 1.75 percentage points |
| | |
| II | | If Liquidity is greater than or equal to 35% of the Maximum Revolver Amount at all times during the period and less than 50% of the Maximum Revolver Amount at any time during the period | | 1.50 percentage points |
| | |
| III | | If Liquidity is greater than or equal to 50% of the Maximum Revolver Amount at all times during the period | | 1.25 percentage points |
In addition, we are charged monthly in arrears for (1) an unused commitment fee of 0.25% per annum, (2) a trailing twelve month basis; increasingcollateral monitoring fee of $5 thousand per quarter, (3) a letter of credit fee based on the minimum Liquidity (as definedthen-applicable interest rate margin (4) appraisal fees, costs and expenses and (5) certain other fees and charges as specified in the Amended Credit Agreement) requirement applicable to the Company from 12.5% to 30% of the maximum revolver amount; raising the Company’s required Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) (the “FCCR”) to 1.1:1.0 from 1.0:1.0; and requiring that the FCCR be tested quarterly regardless of the Company’s Liquidity levels.Agreement.
On July 14, 2017, we entered into an amendment and joinder to our Amended Credit Agreement permitting certain transactions related to our acquisition of NEXT Electric. On August 2, 2017, we entered into an amendment to our Amended Credit Agreement, which modified the definition of EBITDA used in calculating our financial covenants to exclude the results from the Denver and Roanoke branches, up to a maximum exclusion of $5 million for a given measurement period. The amendment also reduced the minimum EBITDA requirement for the quarters ended December 31, 2017 and March 31, 2018 from $32.5 million to $30.0 million and $35.0 million to $32.5 million, respectively. Minimum EBITDA requirements for all other quarters were unchanged.
Terms of the Amended Credit Agreement
The Amended Credit Agreement contains
other customary affirmative, negative and financial covenants, as well as
customary events of default.
As of September 30,
2017,2020, we were in compliance with the financial covenants under the Amended Credit Agreement, requiring that we maintain:
an FCCR,
• a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement), measured quarterly on a trailing
four-quarter basis at the end of each quarter, of at least 1.1 to 1.0; and
• minimum Liquidity (as defined in the Amended Credit Agreement) of at least thirtytwenty percent (30%(20%) of the Maximum Revolver Amount (as defined in the Amended Credit Agreement), or $30 million,$20 million; with, for purposes of this covenant, at least fifty percent (50%) of our Liquidity comprised of Excess Availability; and
minimum EBITDA, measured at the end of each quarter, of at least the required amount set forthAvailability (as defined in the following table for the applicable period set forth opposite thereto:Amended Credit Agreement).
| | |
Minimum Amount
| | Applicable Period
|
$30.0 million
| | For each four quarter period ending September 30, 2017, and December 31, 2017 |
$32.5 million
| | For the four quarter period ending March 31, 2018 |
$35.0 million
| | For each four quarter period ending June 30, 2018 and eachquarter-end thereafter |
At September 30,
2017,2020, our Liquidity was
$76.5$147.9 million and our Excess Availability was
$48.3$94.3 million (or greater than 50% of minimum Liquidity),
our FCCR was 8.0:1.0; and our
EBITDA, as defined in the Amended Credit Agreement for the year ended September 30, 2017,Fixed Charge Coverage Ratio was
$38.2 million.8.3:1.0.
Our FCCRFixed Charge Coverage Ratio is calculated as follows (with capitalized terms as defined in the Amended Credit Agreement): (i) our trailing twelve month EBITDA, lessnon-financed capital expenditures Non-Financed Capital Expenditures (other than capital expenditures financed by means of an advance under the credit facility), cash taxes and all Restricted Junior Payments (as defined in the Amended Credit Agreement) consisting of certain pass-through tax liabilities,Pass-Through Tax Liabilities (as defined in the Amended Credit Agreement), divided by (ii) the sum of our cash interest (other than interestpaid-in-kind, amortization of financing fees, and othernon-cash interest expense) and principal debt payments (other than repayment of principal on advances under the credit facility and including cash payments with respect to capital leases), any management, consulting, monitoring, and advisory fees paid to an affiliate, and all Restricted Junior Payments (other than pass-through tax liabilities)Pass-Through Tax Liabilities) and other cash distributions; provided, that if anywe make an acquisition is consented to by lender after the date of the Amended Credit Agreement,Wells Fargo, the components of the FCCRFixed Charge Coverage Ratio will be calculated for such fiscal period after givingpro formaeffect to the acquisition assuming that such transaction has occurred on the first day of such period (includingpro formaadjustments arising out of events which are directly attributable to such acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be reasonably agreed to by the lender)Wells Fargo).
As defined in the Amended Credit Agreement, EBITDA is calculated as consolidated net income (or loss), less extraordinary gains, interest income,non-operating income and income tax benefits and decreases in any change in LIFO reserves, plus stock compensation expense,non-cash extraordinary losses (including, but not limited to,
anon-cash impairment charge or write-down), interest expense,Interest Expense, income taxes, depreciation and amortization, and increases in any change in LIFO reserves and losses from the wind-down of our Denver and Roanoke branches, up to a maximum exclusion of $5 million for a given measurementsuch period, in each case, determined on a consolidated basis in accordance with GAAP; provided, that if any acquisition is consented to by lender after the date of the Amended Credit Agreement, EBITDA for such fiscal period shall be calculated after givingpro formaeffect to the acquisition assuming that such transaction has occurred on the first day of such period (includingpro formaadjustments arising out of events which are directly attributable to such acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be reasonably agreed to by Lender).
GAAP.
If in the future our Liquidity falls below
$30$20 million (or Excess Availability falls below 50% of our minimum Liquidity), our
FCCRFixed Charge Coverage Ratio is less than 1.1:1.0,
we fail to meet our minimum EBITDA requirement, or if we otherwise fail to perform or otherwise comply with certain of our covenants or other agreements under the Amended Credit Agreement, it would result in an event of default under the Amended Credit Agreement, which could result in some or all of
ourany indebtedness
we may take on becoming immediately due and payable.
At September 30,
2017,2020, we had
$6.5$5.7 million in outstanding letters of credit with Wells Fargo and
$12 thousand of outstanding
borrowings of $30.3 million.borrowings.
From time to time, the Company may invest in
non-controlling positions in the debt or equity securities of other businesses.
In October 2014, ourOur Board of Directors
has approved an investment policy that permits the Company to invest our cash in liquid and marketable securities that include equities and fixed income
securities.securities, subject to size limits on investments individually and in the aggregate. Equity securities may include unrestricted, publicly traded stock that is listed on a major exchange or a national,
over-the-counter market and that is appropriate for our portfolio objectives,
asset class, and/or investment style, and fixed income securities are required to have an investment grade credit quality at the time of purchase.
Our cash flow from operations is not only influenced by cyclicality, demand for our services, operating margins and the type of services we provide, but can also be influenced by working capital needs such as the timing of our receivable collections. Working capital needs are generally lower during our fiscal first and second quarters due to the seasonality that we experience in many regions of the
country.country; however, a seasonal decline in working capital may be offset by needs associated with higher growth or acquisitions.
Operating activities provided net cash of
$22.3$76.7 million during the year ended September 30,
2017,2020, as compared to
$25.0$38.7 million of net cash provided in the year ended September 30,
2016.2019. The
decreaseincrease in operating cash flow
isresulted primarily from an increase in earnings, as well as a $9.0 million benefit from the
resultdeferral of
decreased net income.payroll taxes as permitted by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and a decrease in working capital.
Operating activities provided net cash of
$25.0$38.7 million during the year ended September 30,
2016,2019, as compared to
$11.5$12.2 million of net cash provided in the year ended September 30,
2015.2018. The increase in operating cash flow
is the result of increased net income, slightlyresulted primarily from an increase in earnings, partly offset by an increase in working capital in
connection with the increasesupport of our growth. In particular, increased accounts receivable resulted in
business activity.cash outflows of $35.3 million, offset by cash inflows of $22.5 million driven by increased accounts payable and accrued liabilities.
In the year ended September 30,
2017,2020, net cash used in investing activities was
$24.5$33.6 million, as compared to
$60.7$5.7 million of net cash used
byin investing activities in the year ended September 30,
2016.2019. Investing activities for the year ended September 30,
2017,2020 include
$20.2$4.7 million of capital expenditures and $29.0 million for the acquisition of
businesses, as well as $4.6 million of capital expenditures.businesses.
In the year ended September 30, 2016,2019, net cash used in investing activities was $60.7$5.7 million, as compared to $5.9$11.9 million of net cash used byin investing activities in the year ended September 30, 2015.2018. Investing activities for
the year ended September 30, 2016,2019, include $59.5 million for the acquisition of businesses, as well as $3.4$6.3 million of capital expenditures. These expenditures were slightly offset by the receipt of $2.2 million from the sale of substantially all of the operating assets of our engine components business. For the year ended September 30, 2015,
Financing Activities
Net cash used in
investingfinancing activities
included $3.1 million used for the acquisition of a business and $2.8 million of capital expenditures.Financing Activities
Financing activities used net cash of $2.7was $8.5 million in the year ended September 30, 2017,2020, compared to $19.6 million provided in the year ended September 30, 2016. For the year ended September 30, 2017, we used $2.4 million for the repurchase of common stock under the Company’s stock repurchase program. We repurchased an aggregate $2.3 million of common stock in open market transactions, pursuant to the stock repurchase program, and we used an additional $0.1 million for the repurchase of common stock to satisfy employee payroll tax withholding obligations.
In the year ended September 30, 2016, financing activities provided net cash of $19.6 million compared to $3.6$40.3 million used in the year ended September 30, 2015.2019. For the year ended September 30, 2016, we borrowed $20.3 million, which2020, we used $7.7 million to partially fundrepurchase our acquisition of Technibus. Additionally, we used $0.6 million for the repurchase of common stockshares under the Company’sour stock repurchase program, and $0.3as well as to satisfy statutory withholding requirements upon the vesting of employee stock compensation.
Net cash used in financing activities was $40.3 million
in the year ended September 30, 2019, compared to
collateralize letters of credit outstanding at Technibus.$2.4 million used in the year ended September 30, 2018. For the year ended September 30,
2015,2019, we used
$3.6$119.5 million
for repurchasesto repay a portion of
the Company’s common stock under the stock repurchase program. We repurchased an aggregate $3.5our revolving credit facility, partly offset by $89.3 million of
common stock from an unrelated, third-party investor and in open market transactions, pursuantadditional borrowings. We also used $9.8 million to
therepurchase our shares under our stock repurchase program,
and we used an additional $0.1 million for the repurchase of common stockas well as to satisfy
statutory withholding requirements upon the vesting of employee
payroll tax withholding obligations.stock compensation.
CONTROLLING SHAREHOLDER
Based on a Form 4 filed by
Tontine
on October 3, 2017, Tontine ownsis the Company’s controlling shareholder, owning approximately
58%56 percent of the Company’s outstanding common
stock. As a result,stock, based on an amended Schedule 13D filed by Tontine
canwith the SEC on October 9, 2020. Accordingly, Tontine has the ability to exercise significant control
most ofover our affairs, including
the election of directors and most actions requiring the approval of
shareholders, such as the approval of any potential merger or sale of all or substantially all assets, segments, or the Company itself.shareholders.
We are a party to a sublease agreement with Tontine Associates
L.L.C., an affiliate of our controlling shareholder, for corporate office space in Greenwich, Connecticut. The sublease extends through
April 2019,February 27, 2023, with monthly payments due in the amount of approximately $8 thousand. The lease has terms at market rates, and payments by the Company are at a rate consistent with that paid by Tontine Associates
L.L.C. to its landlord.
On December 6, 2018, the Company entered into a Board Observer Letter Agreement (the "Observer Agreement") with Tontine Associates in order to assist Tontine in managing its investment in the Company. Subject to the terms and conditions set forth in the Observer Agreement, the Company granted Tontine the right, at any time that Tontine holds at least 20% of the outstanding common stock of the Company, to appoint a representative to serve as an observer to the Board (the “Board Observer”). The Board Observer, who shall serve at the discretion of and must be reasonably acceptable to those members of the Board who are not affiliates of Tontine, shall have no voting rights or other decision making authority. Subject to the terms and conditions set forth in the Observer Agreement, so long as Tontine has the right to appoint a Board Observer, the Board Observer will have the right to attend and participate in meetings of the Board and the committees thereof, subject to confidentiality requirements, and to receive reimbursement for reasonable out-of-pocket expenses incurred in his or her capacity as a Board Observer and such rights to coverage under the Company’s directors’ and officers’ liability insurance policy as are available to directors.
Jeffrey L. Gendell
haswas appointed Chief Executive Officer of the Company effective October 1, 2020, having served as
a memberthe Company's Interim Chief Executive Officer since July 31, 2020. Mr. Gendell also serves as Chairman of the Board of Directors,
and asnon-executive Chairman of the Board froma position he has held since November
2016 to November 2017.2016. He is the managing member and founder of Tontine,
the Company’s controlling shareholder, and the brother of David B. Gendell, who has served as a member of
theour Board of Directors since February 2012, and
who previously served as Interim Director of Operations
sincefrom November 2017
and who previously servedto January 2019, 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
is alsowas an employee of
Tontine.Tontine from 2004 until December 31, 2017.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
As is common in our industry, we have entered into certainoff-balance sheet arrangements that expose us to increased risk. Our significantoff-balance sheet transactions include commitments associated withnon-cancelable operating leases, letter of credit obligations, firm commitments for materials and surety guarantees.
We enter into operating leases for many of our vehicle and equipment needs. These leases allow us to retain our cash when we do not own the vehicles or equipment, and we pay a monthly lease rental fee. At the end of the lease, we have no further obligation to the lessor. We may cancel or terminate a lease before the end of its term. Typically, we would be liable to the lessor for various lease cancellation or termination costs and the difference between the fair market value of the leased asset and the implied book value of the leased asset as calculated in accordance with the lease agreement.
Some of our customers and vendors require us to post letters of credit 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 September 30,
2017, $0.52020, $0.2 million of our outstanding letters of credit were to collateralize our customers and vendors.
Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral, as 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 September 30,
2017, $6.02020, $5.5 million of our outstanding letters of credit were to collateralize our insurance programs.
From time to time, we may enter into firm purchase commitments for materials such as copper wire and aluminum wire, among others, which we expect to use in the ordinary course of business. These commitments are typically for terms less than one year and require us to buy minimum quantities of materials at specified intervals at a fixed price over the term. As of September 30,
2017,2020, we did not have any
significant open purchase commitments.
Many of our customers require us to post performance and payment bonds issued by a surety. Those bonds guarantee the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. In the event that we fail to perform under a contract or pay subcontractors and vendors, the customer may demand the surety to pay or perform under our bond. Our relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our
behalf.behalf and may be required to post collateral to support the bonds. To date, we have not incurred any
material costs to indemnify our sureties for expenses they incurred on our behalf.
As of September 30, 2017, our future contractual obligations due by September 30 of each of the following fiscal years include (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | Less than
1 Year | | | 1 to 3
Years | | | 3 to 5
Years | | | More than
5 Years | | | Total | |
Long-term debt obligations | | $ | — | | | $ | — | | | $ | 29,434 | | | $ | — | | | $ | 29,434 | |
Operating lease obligations | | | 8,553 | | | | 12,953 | | | | 5,776 | | | | 4,461 | | | | 31,743 | |
| | | | | | | | | | | | | | | | | | | | |
Total (1) | | $ | 8,553 | | | $ | 12,953 | | | $ | 35,210 | | | $ | 4,461 | | | $ | 61,177 | |
| | | | | | | | | | | | | | | | | | | | |
(1) | The tabular amounts exclude the interest obligations that will be created if the debt obligations are outstanding for the periods presented. |
Our other commitments expire by September 30 of each of the following fiscal years (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | 2018 | | | 2019 | | | 2020 | | | Thereafter | | | Total | |
Standby letters of credit | | $ | 6,493 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,493 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 6,493 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,493 | |
| | | | | | | | | | | | | | | | | | | | |
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of our Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the Consolidated Financial Statements, and the reported amounts of revenues and expenses recognized during the periods presented. We review all significant estimates affecting our Consolidated Financial Statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on our beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from those estimates.
Accordingly, we have identified the accounting principles which we believe are most critical to our reported financial status by considering accounting policies that involve the most complex or subjective decisions or assessments. We identified our most critical accounting policies to be those related to revenue recognition, accounting for business combinations, the assessment of goodwill and asset impairment, our allowance for doubtful accounts receivable, the recording of our insurance liabilities and estimation of the valuation allowance for deferred tax assets, and unrecognized tax benefits. These accounting policies, as well as others, are described in Note 2, “Summary of Significant Accounting Policies” in the notes to our Consolidated Financial Statements and at relevant sections in this discussion and analysis.
Revenue Recognition. We enter into contracts principally on the basis of competitive bids. We frequently negotiate the final terms and prices of those contracts with the customer. Although the terms of our contracts vary considerably, approximately 89%91% of our revenues are based on either a fixed price or unit price basis in which we agree to do the work for a fixed amount for the entire project (fixed price) or for units of work performed (unit price). Approximately 6%9% of our revenues are earned from contracts where we are paid on a time and materials basis, and approximately 5% of our revenue is earned on a cost plus or other basis. Our most significant cost drivers are the cost of labor, the cost of materials and the cost of casualty and health insurance. These costs may vary from the costs we originally estimated. Variations from estimated contract costs along with other risks inherent in performing fixed price and unit price contracts may result in actual revenue and gross profits or interim projected revenue and gross profits for a project differing from those we originally estimated and could result in losses on projects. Depending on the size of a particular project, variations from estimated project costs could have a significant impact on our operating results for any fiscal quarter or year. We complete most of our projects within one year. We frequently provide service and maintenance work under open-ended, unit price master service agreements which are renewable annually. We recognize revenue on service, time and material work when services are performed. Work performed under a construction contract generally provides that the customers accept completion of progress to date and compensate us for services rendered, measured in terms of units installed, hours expended or some other measure of progress. Revenues from construction contracts are recognized on thepercentage-of-completion method. Revenues recognized on apercentage-of-completion basis, all of which are fixed price or cost plus arrangements, comprised approximately 58.9%63% of our total revenue for the year ended September 30, 2017.2020. Thepercentage-of-completion method for construction contracts is measured principally by the percentage of costs incurred and accrued to date for each contract to the estimated total costs for each contract at completion. We generally consider contracts substantially complete upon departure from the work site and acceptance by the customer. Contract costs
include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Changes in job performance, job conditions, estimated contract costs, profitability and final contract settlements may result in revisions to costs and income, and the effects of such revisions are recognized in the period in which the revisions are determined. Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined.
We generally do not incur significant costs related to obtaining or fulfilling a contract prior to the start of a project. When significant pre‑contract costs are incurred, they will be capitalized and amortized on a percentage of completion basis over the life of the contract.
The current asset “Costs and estimated earnings in excess of billings” represents revenues recognized in excess of amounts billed that management believes will be billed and collected within the next twelve months. The current liability “Billings in excess of costs and estimated earnings” represents billings in excess of revenues recognized. Costs and estimated earnings in excess of billings are amounts considered recoverable from customers based on different measures of performance, including achievement of specific milestones, completion of specified units or completion of the contract. Also included in this asset, from time to time, are claims and unapproved change orders, which include amounts that we are in the process of collecting from our customers or agencies for changes in contract specifications or design, contract change orders in dispute or unapproved as to scope and price, or other related causes of unanticipated additional contract costs. Claims and unapproved change orders are recorded at estimated realizable value when collection is probable and can be reasonably estimated. We do not recognize profits on construction costs incurred in connection with claims. Claims made by us involve negotiation and, in certain cases, litigation. Such litigation costs are expensed as incurred.
Business Combinations. In accounting for business combinations, certain assumptions and estimates are employed in determining the fair value of assets acquired, evaluating the fair value of liabilities assumed, as well as in determining the allocation of goodwill to the appropriate reporting unit. These estimates may be affected by factors such as changing market conditions affecting the industries in which we operate. The most significant assumptions requiring judgment involve identifying and estimating the fair value of intangible assets and the associated useful lives for establishing amortization periods. To finalize purchase accounting for significant intangible assets and liabilities, we utilize the services of independent valuation specialists to assist in the determination of the fair value.
Valuation of Intangibles and Long-Lived Assets. We evaluate goodwill for potential impairment at least annually at year end; however, if impairment indicators exist, we will evaluate as needed. In evaluating goodwill for impairment, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is greater than its carrying value. If we determine that it is more likely than not that the carrying value of a reporting unit is greater than its fair value, then we perform an impairment test by calculating the fair value of the reporting unit and comparing this calculated fair value with the carrying value of the reporting unit. We estimate the fair value of the reporting unit based on the market approach and income approach. Included in this evaluation are certain assumptions and estimates to determine the fair values of reporting units such as estimates of future cash flows and discount rates, as well as assumptions and estimates related to the valuation of other identified intangible assets. Changes in these assumptions and estimates or significant changes to the market value of our common stock could materially impact our results of operations or financial position. We recorded a goodwill impairment of $7.0 million during the year ended September 30, 2020. We did not record goodwill impairment during the years ended September 30, 2017, 20162019 or 2015.2018.
Each reporting period, we assess impairment indicators related to long-lived assets and intangible assets. If we determine impairment indicators exist, we conduct an evaluation to determine whether any impairment has occurred. This evaluation includes certain assumptions and estimates to determine fair value of asset groups, including estimates about future cash flows and discount rates, among others. Changes in these assumptions and estimates could materially impact our results of operations or financial projections. No impairment charges
related to amortizable assets were recorded in the years ended September 30,
2017, 20162020, 2019 or
2015.2018.
Current andNon-Current Accounts Receivable and Provision for Doubtful Accounts. We provide an allowance for doubtful accounts for unknown collection issues, in addition to reserves for specific accounts receivable where collection is considered doubtful. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, our customers’ access to capital, our customers’ willingness to pay, general economic conditions, and the ongoing relationships with our customers. In addition to these factors, the method of accounting for construction contracts requires the review and analysis of not only the net receivables, but also the amount of billings in excess of costs and costs in excess of billings. The analysis management utilizes to assess collectability of our receivables includes detailed review of older balances, analysis of days sales outstanding where we include in the calculation, in addition to accounts receivable
balances net of any allowance for doubtful accounts, the level of costs in excess of billings netted against billings in excess of costs and the ratio of accounts receivable, net of any allowance for doubtful accounts plus the level of costs in excess of billings, to revenues. These analyses provide an indication of those amounts billed ahead of or behind the recognition of revenue on our construction contracts and are important to consider in understanding the operational cash flows related to our revenue cycle.
Risk-Management.
Risk Management. We are insured for workers’ compensation, automobile liability, general liability, construction defects, pollution, employment practices and employee-related health care claims, subject to deductibles. Our general liability program provides
coverage for bodily injury and property damage. Losses up to the deductible amounts are accrued based upon our estimates of the liability for claims incurred and an estimate of claims incurred but not reported. The accruals are derived from actuarial studies, known facts, historical trends and industry averages utilizing the assistance of an actuary to determine the best estimate of the ultimate expected loss. We believe such accruals to be adequate; however, insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents incurred but not reported and the effectiveness of our safety program. Therefore, if actual experience differs from the assumptions used in the actuarial valuation, adjustments to the reserve may be required and would be recorded in the period that the experience becomes known.
Valuation Allowance for Deferred Tax Assets. We regularly evaluate valuation allowances established for deferred tax assets for which future realization is uncertain. We perform this evaluation quarterly. The estimation of required valuation allowances includes estimates of future taxable income. In assessing the realizability of deferred tax assets at September 30, 2017,2020, we concluded, based upon the assessment of positive and negative evidence, that it is more likely than not that the Company will generate sufficient tabletaxable income within the applicable NOL carryforward periods to realize $86.2$33.8 million of its deferred tax assets. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. An inability to generate sufficient taxable income in future periods to realize our deferred tax assets may lead to a future need for a valuation allowance and a corresponding reduction in GAAP net income.
Further,In addition, any
futurefurther reduction in the federal statutory tax rate
in the future could also cause a reduction in the economic benefit of the NOL available to us and a corresponding charge to reduce the book value of the deferred tax asset recorded on our
balance sheet.Consolidated Balance Sheets.
Income Taxes.GAAP specifies the methodology by which a company must identify, recognize, measure and disclose in its financial statements the effects of any uncertain tax return reporting positions that it has taken or expects to take. GAAP requires financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but it prohibits discounting of any of the related tax effects for the time value of money. The evaluation of a tax position is a
two-step process. The first step is the recognition process to determine if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position. The second step is a measurement process whereby a tax position that meets the more likely than not recognition threshold is calculated to determine the amount of benefit/expense to recognize in the financial statements. The tax position is measured at the largest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement.
We are currently not under federal audit by the Internal Revenue Service.
The tax years ended September 30,
20142017 and forward are subject to
federal audit as are prior tax years, to the extent of unutilized net operating losses generated in those years.
We anticipate that approximately $3.3$3.1 million in liabilities for unrecognized tax benefits, including accrued interest, may be reversed in the next twelve months. This reversal is predominantly due to the expiration of the statutes of limitation for unrecognized tax benefits.
New Accounting Pronouncements. Recent accounting pronouncements are described in Note 2, “Summary of Significant Accounting Policies —New Accounting Pronouncements” in the notes to our Consolidated Financial Statements and at relevant sections in this discussion and analysis.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Management is actively involved in monitoring exposure to market risk and continues to develop and utilize appropriate risk management techniques. Our exposure to significant market risks includes fluctuations in labor costs and commodity prices for copper, aluminum, steel and fuel. Commodity price risks may have an impact on our results of operations due to the fixed price nature of many of our contracts. We are also exposed to interest rate risk with respect to our outstanding debt obligations on the Credit Facility.our credit facility. For additional information see“Risk Factors” “Risk Factors” in Item 1A of this Annual Report onForm 10-K.
Our exposure to significant market risks includes fluctuations in commodity prices for copper, aluminum, steel and fuel. Commodity price risks may have an impact on our results of operations due to
the fixed nature of many of our contracts. Over the long-term, we expect to be able to pass along a portion of these costs to our customers, as market conditions in the construction industry will allow.
We are subject to interest rate risk on our floating interest rate borrowings under our revolving credit facility. If LIBOR or its replacement benchmark were to increase, our interest payment obligations on outstanding borrowings would increase, having a negative effect on our cash flow and financial condition. In July 2017, the Financial Conduct Authority (the regulatory authority over LIBOR) stated that it would phase out LIBOR as a benchmark after 2021 to allow for an orderly transition to an alternative reference rate. Our revolving credit facility provides for a mechanism to amend the facility to reflect the establishment of an alternative rate of interest upon the
occurrence of certain events related to the phase-out of LIBOR. However, we have not yet pursued any technical amendment or other contractual alternative to address this matter and are currently evaluating the impact of the potential replacement of the LIBOR interest rate. As we have $12 thousand of borrowings outstanding at September 30, 2020, our exposure to interest rate risk as of that date is minimal. We currently do not maintain any hedging contracts that would limit our exposure to variable rates of interest when we have outstanding borrowings. Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates.
All of the long-term debt outstanding under our revolving credit facility is structured on floating interest rate terms. A one percentage point increase in the interest rates on our long-term debt outstanding under our revolving credit facility as of September 30, 2017 would cause a $0.3 millionpre-tax annual increase in interest expense.
Item 8. | Financial Statements and Supplementary Data |
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe
To the Stockholders and the Board of Directors
and Stockholders of
IES Holdings, Inc. and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of IES Holdings, Inc. and subsidiaries
(“the Company”)(the Company) as of September 30,
20172020 and
2016, and2019, the related consolidated statements of comprehensive income
(loss), stockholders’ equity and cash flows for each of the three years in the period ended September 30,
2017. These2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
arepresent fairly, in all material respects, the
responsibilityfinancial position of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.Company at September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with U.S. generally accepted accounting principles.
We conducted our auditsalso have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company's internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December 7, 2020 expressed an unqualified opinion thereon.
Adoption of Accounting Standards Update (ASU) No. 2016-02 Leases
As discussed in Notes 2 and 9 to the consolidated financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of ASU No. 2016-02, Leases.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
supportingregarding the amounts and disclosures in the financial statements.
An auditOur audits also
includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial
statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,
s/ ERNST & YOUNG LLP
We have served as the consolidated financial statements referred to above present fairly, in all material respects,Company’s auditor since 2002
Houston, Texas
December 7, 2020
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
consolidated financial positionStockholders and the Board of Directors of IES Holdings, Inc. and subsidiaries
at September 30, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2017, in conformity with U.S. generally accepted accounting principles.
Opinion on Internal Control Over Financial Reporting
We
also have audited
in accordance with the standards of the Public Company Accounting Oversight Board (United States), IES Holdings, Inc. and
subsidiariessubsidiaries’ internal control over financial reporting as of September 30,
2017,2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)
and, (the COSO criteria). In our
report dated December 8, 2017 expressed an unqualified opinion,
thereon./s/ ERNST & YOUNG LLP
Houston, Texas
December 8, 2017
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of IES Holdings, Inc. and subsidiaries:
We have audited IES Holdings, Inc. and subsidiaries (the “Company”)Company) maintained, in all material respects, effective internal control over financialfinancial reporting as of September 30, 2017,2020, based on criteria establishedthe COSO criteria.
We also have audited, in Internal Control – Integrated Framework issued byaccordance with the Committee of Sponsoring Organizationsstandards of the Treadway Commission (2013 framework) (the COSO criteria). IES Holdings, Inc.Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2020 and subsidiaries2019, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2020, and the related notes and our report dated December 7, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
company’sCompany’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal controls of financial reporting did not include the internal controls over Freeman Enclosure Systems, LLC, and NEXT Electric, LLC acquired during the year ended September 30, 2017, which are included in the 2017 consolidated financial statements of IES Holdings, Inc. and subsidiaries. Excluding goodwill and intangible assets, these businesses constituted 5.7% of consolidated total assets as of September 30, 2017 and 2.3% of consolidated revenues of IES Holdings, Inc. and subsidiaries for the year then ended. Our audit of internal control over financial reporting of IES Holdings, Inc. and subsidiaries also did not include the evaluation of the internal control over financial reporting of Freeman Enclosure Systems, LLC, and NEXT Electric, LLC.
In our opinion, IES Holdings, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of September 30, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of IES Holdings, Inc. and subsidiaries as of September 30, 2017
and 2016, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2017 and our report dated December 8, 2017 expressed an unqualified opinion thereon.
/
December 8, 20177, 2020
IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands, Except Share Information)
| | | | | | | | |
| | | September 30,
2017 | | | September 30,
2016 | |
| ASSETS | | | | | | | | |
CURRENT ASSETS: | | | | | | | | |
Cash and cash equivalents | | $ | 28,290 | | | $ | 32,961 | |
Restricted cash | | | — | | | | 260 | |
Accounts receivable: | | | | | | | | |
Trade, net of allowance | | | 142,946 | | | | 124,368 | |
Retainage | | | 21,360 | | | | 20,135 | |
Inventories | | | 16,923 | | | | 13,236 | |
Costs and estimated earnings in excess of billings | | | 13,438 | | | | 15,554 | |
Prepaid expenses and other current assets | | | 8,795 | | | | 3,214 | |
| | | | | | | | |
Total current assets | | | 231,752 | | | | 209,728 | |
| | | | | | | | |
Property and equipment, net | | | 24,643 | | | | 15,694 | |
Goodwill | | | 46,693 | | | | 39,936 | |
Intangible assets, net | | | 31,413 | | | | 31,723 | |
Deferred tax assets | | | 86,211 | | | | 93,549 | |
Othernon-current assets | | | 3,782 | | | | 3,710 | |
| | | | | | | | |
Total assets | | $ | 424,494 | | | $ | 394,340 | |
| | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accounts payable and accrued expenses | | | 120,710 | | | | 108,822 | |
Billings in excess of costs and estimated earnings | | | 29,918 | | | | 24,229 | |
| | | | | | | | |
Total current liabilities | | | 150,628 | | | | 133,051 | |
| | | | | | | | |
Long-term debt, net of current maturities | | | 29,434 | | | | 29,257 | |
Othernon-current liabilities | | | 4,457 | | | | 6,832 | |
| | | | | | | | |
Total liabilities | | | 184,519 | | | | 169,140 | |
| | | | | | | | |
Noncontrolling interest | | | 3,271 | | | | 1,795 | |
STOCKHOLDERS’ EQUITY: | | | | | | | | |
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding | | | — | | | | — | |
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 and 22,049,529 shares issued and 21,336,975 and 21,456,539 outstanding, respectively | | | 220 | | | | 220 | |
Treasury stock, at cost, 712,554 and 592,990 shares, respectively | | | (6,898 | ) | | | (4,781 | ) |
Additionalpaid-in capital | | | 196,955 | | | | 195,221 | |
Retained earnings | | | 46,427 | | | | 32,745 | |
| | | | | | | | |
Total stockholders’ equity | | | 236,704 | | | | 223,405 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 424,494 | | | $ | 394,340 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | September 30, |
| | | | 2020 | | 2019 |
| ASSETS | | | |
| CURRENT ASSETS: | | | |
| | Cash and cash equivalents | $ | 53,577 | | | $ | 18,934 | |
| | Accounts receivable: | | | |
| | | Trade, net of allowance | 213,016 | | | 186,279 | |
| | | Retainage | 40,878 | | | 29,214 | |
| | Inventories | 24,889 | | | 21,543 | |
| | Costs and estimated earnings in excess of billings | 29,937 | | | 29,860 | |
| | Prepaid expenses and other current assets | 9,153 | | | 10,625 | |
| Total current assets | 371,450 | | | 296,455 | |
| Property and equipment, net | 24,589 | | | 25,746 | |
| Goodwill | 53,763 | | | 50,622 | |
| Intangible assets, net | 39,357 | | | 26,623 | |
| Deferred tax assets | 33,803 | | | 40,874 | |
| Operating right of use assets | 31,786 | | | 0 | |
| Other non-current assets | 5,780 | | | 4,938 | |
| Total assets | $ | 560,528 | | | $ | 445,258 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| CURRENT LIABILITIES: | | | |
| | Accounts payable and accrued expenses | 186,710 | | | 152,909 | |
| | Billings in excess of costs and estimated earnings | 55,739 | | | 40,563 | |
| Total current liabilities | 242,449 | | | 193,472 | |
| Long-term debt | 217 | | | 299 | |
| Operating long-term lease liabilities | 20,530 | | | 0 | |
| Other non-current liabilities | 12,215 | | | 1,945 | |
| Total liabilities | 275,411 | | | 195,716 | |
| Noncontrolling interest | 1,804 | | | 3,294 | |
| 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 | | | |
| | | issued and 20,762,395 and 21,165,011 outstanding, respectively | 220 | | | 220 | |
| | Treasury stock, at cost, 1,287,134 and 884,518 shares, respectively | (24,499) | | | (12,483) | |
| | Additional paid-in capital | 200,587 | | | 192,911 | |
| | Retained earnings | 107,005 | | | 65,600 | |
| Total stockholders’ equity | 283,313 | | | 246,248 | |
| Total liabilities and stockholders’ equity | $ | 560,528 | | | $ | 445,258 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Loss)
(In Thousands, Except Share Information)
| | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
Revenues | | $ | 810,744 | | | $ | 695,993 | | | $ | 573,857 | |
Cost of services | | | 670,246 | | | | 569,013 | | | | 473,966 | |
| | | | | | | | | | | | |
Gross profit | | | 140,498 | | | | 126,980 | | | | 99,891 | |
Selling, general and administrative expenses | | | 120,370 | | | | 100,558 | | | | 81,416 | |
Contingent consideration | | | (145 | ) | | | 652 | | | | — | |
(Gain) loss on sale of assets | | | (69 | ) | | | 810 | | | | (13 | ) |
| | | | | | | | | | | | |
Operating income | | | 20,342 | | | | 24,960 | | | | 18,488 | |
| | | | | | | | | | | | |
Interest and other (income) expense: | | | | | | | | | | | | |
Interest expense | | | 1,702 | | | | 1,282 | | | | 1,130 | |
Other (income) expense, net | | | (165 | ) | | | (83 | ) | | | (180 | ) |
| | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 18,805 | | | | 23,761 | | | | 17,538 | |
Provision (benefit) for income taxes | | | 5,211 | | | | (97,117 | ) | | | 661 | |
| | | | | | | | | | | | |
Net income from continuing operations | | | 13,594 | | | | 120,878 | | | | 16,877 | |
| | | | | | | | | | | | |
Net loss from discontinued operations | | | — | | | | — | | | | (339 | ) |
| | | | | | | | | | | | |
Net income | | | 13,594 | | | | 120,878 | | | | 16,538 | |
| | | | | | | | | | | | |
Net income attributable to noncontrolling interest | | | (172 | ) | | | (100 | ) | | | — | |
| | | | | | | | | | | | |
Net income attributable to IES Holdings, Inc. | | | 13,422 | | | | 120,778 | | | | 16,538 | |
| | | | | | | | | | | | |
Unrealized gain on interest hedge, net of tax | | | — | | | | — | | | | 2 | |
| | | | | | | | | | | | |
Comprehensive income attributable to IES Holdings, Inc. | | $ | 13,422 | | | $ | 120,778 | | | $ | 16,540 | |
| | | | | | | | | | | | |
Income (loss) per share: | | | | | | | | | | | | |
Continuing operations | | $ | 0.62 | | | $ | 5.63 | | | $ | 0.79 | |
Discontinued operations | | | — | | | | — | | | | (0.02 | ) |
| | | | | | | | | | | | |
Basic | | $ | 0.62 | | | $ | 5.63 | | | $ | 0.77 | |
| | | |
Diluted income (loss) per share: | | | | | | | | | | | | |
Continuing operations | | $ | 0.62 | | | $ | 5.62 | | | $ | 0.79 | |
Discontinued operations | | | — | | | | — | | | | (0.02 | ) |
| | | | | | | | | | | | |
Diluted | | $ | 0.62 | | | $ | 5.62 | | | $ | 0.77 | |
| | | |
Shares used in the computation of income (loss) per share | | | | | | | | | | | | |
Basic | | | 21,280,549 | | | | 21,279,342 | | | | 21,480,622 | |
Diluted | | | 21,533,254 | | | | 21,492,339 | | | | 21,526,188 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended September 30, |
| | | 2020 | | 2019 | | 2018 |
| Revenues | $ | 1,190,856 | | | $ | 1,076,996 | | | $ | 876,828 | |
| Cost of services | 962,897 | | | 894,893 | | | 726,866 | |
| Gross profit | 227,959 | | | 182,103 | | | 149,962 | |
| Selling, general and administrative expenses | 170,911 | | | 140,575 | | | 123,920 | |
| Goodwill impairment expense | 6,976 | | | 0 | | | 0 | |
| Contingent consideration | (11) | | | (374) | | | 103 | |
| Loss (gain) on sale of assets | 0 | | | 52 | | | (15) | |
| Operating income | 50,083 | | | 41,850 | | | 25,954 | |
| Interest and other (income) expense: | | | | | |
| Interest expense | 777 | | | 1,857 | | | 1,946 | |
| Other (income) expense, net | 12 | | | (148) | | | (340) | |
| Income from operations before income taxes | 49,294 | | | 40,141 | | | 24,348 | |
| Provision for income taxes | 8,740 | | | 6,663 | | | 38,151 | |
| Net income (loss) | 40,554 | | | 33,478 | | | (13,803) | |
| Net (income) loss attributable to noncontrolling interest | 1,045 | | | (272) | | | (354) | |
| Comprehensive income (loss) attributable to IES Holdings, Inc. | $ | 41,599 | | | $ | 33,206 | | | $ | (14,157) | |
| | | | | | | |
| Earnings (loss) per share attributable to IES Holdings, Inc.: | | | | | |
| Basic | $ | 1.96 | | | $ | 1.56 | | | $ | (0.67) | |
| Diluted | $ | 1.94 | | | $ | 1.55 | | | $ | (0.67) | |
| | | | | | | |
| Shares used in the computation of earnings (loss) per share: | | | | | |
| Basic | 20,795,892 | | | 21,082,012 | | | 21,196,388 | |
| Diluted | 21,092,410 | | | 21,315,245 | | | 21,196,388 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Information)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | Treasury Stock | | | APIC | | | Accumulated
Other
Comprehensive
Income (Loss) | | | Retained
Earnings
(Deficit) | | | Total
Stockholders’
Equity | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | | | |
BALANCE, September 30, 2014 | | | 22,049,529 | | | $ | 220 | | | | (281,829 | ) | | $ | (2,394 | ) | | $ | 194,719 | | | $ | (2 | ) | | $ | (104,571 | ) | | $ | 87,972 | |
Grants under compensation plans | | | — | | | | — | | | | 207,874 | | | | 1,615 | | | | (1,615 | ) | | | — | | | | — | | | | — | |
Acquisition of treasury stock | | | — | | | | — | | | | (499,833 | ) | | | (3,622 | ) | | | — | | | | — | | | | — | | | | (3,622 | ) |
Non-cash compensation | | | — | | | | — | | | | — | | | | — | | | | 524 | | | | — | | | | — | | | | 524 | |
Interest rate swap | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2 | | | | — | | | | 2 | |
Shares issued in rights offering | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net income attributable to IES Holdings, Inc. | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,538 | | | | 16,538 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE, September 30, 2015 | | | 22,049,529 | | | $ | 220 | | | | (573,788 | ) | | $ | (4,401 | ) | | $ | 193,628 | | | $ | — | | | $ | (88,033 | ) | | $ | 101,414 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grants under compensation plans | | | — | | | | — | | | | 5,670 | | | | 44 | | | | (44 | ) | | | — | | | | — | | | | — | |
Acquisition of treasury stock | | | — | | | | — | | | | (59,872 | ) | | | (685 | ) | | | 95 | | | | — | | | | — | | | | (590 | ) |
Stock forfeitures | | | — | | | | — | | | | (7,500 | ) | | | (72 | ) | | | 72 | | | | — | | | | — | | | | — | |
Options exercised | | | — | | | | — | | | | 42,500 | | | | 333 | | | | (113 | ) | | | — | | | | — | | | | 220 | |
Non-cash compensation | | | — | | | | — | | | | — | | | | — | | | | 1,583 | | | | — | | | | — | | | | 1,583 | |
Net income attributable to IES Holdings, Inc. | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 120,778 | | | | 120,778 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE, September 30, 2016 | | | 22,049,529 | | | $ | 220 | | | | (592,990 | ) | | $ | (4,781 | ) | | $ | 195,221 | | | $ | — | | | $ | 32,745 | | | $ | 223,405 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grants under compensation plans | | | — | | | | — | | | | 1,803 | | | | 15 | | | | (15 | ) | | | — | | | | — | | | | — | |
Cumulative effect adjustment from adoption of ASU2016-09 | | | — | | | | — | | | | — | | | | — | | | | 59 | | | | — | | | | 304 | | | | 363 | |
Acquisition of treasury stock | | | — | | | | — | | | | (152,860 | ) | | | (2,367 | ) | | | — | | | | — | | | | — | | | | (2,367 | ) |
Stock forfeitures | | | — | | | | — | | | | (2,257 | ) | | | (40 | ) | | | 40 | | | | — | | | | — | | | | — | |
Options exercised | | | — | | | | — | | | | 33,750 | | | | 275 | | | | (57 | ) | | | — | | | | — | | | | 218 | |
Non-cash compensation | | | — | | | | — | | | | — | | | | — | | | | 1,707 | | | | — | | | | — | | | | 1,707 | |
Increase in noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | (44 | ) | | | (44 | ) |
Net income attributable to IES Holdings, Inc. | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,422 | | | | 13,422 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE ,September 30, 2017 | | | 22,049,529 | | | $ | 220 | | | | (712,554 | ) | | $ | (6,898 | ) | | $ | 196,955 | | | $ | — | | | $ | 46,427 | | | $ | 236,704 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Treasury Stock | | Additional Paid-In Capital | | Retained Earnings | | Total Stockholders' Equity |
| | Shares | | Amount | | Shares | | Amount | | | |
| BALANCE, September 30, 2017 | 22,049,529 | | | $ | 220 | | | (712,554) | | | $ | (6,898) | | | $ | 196,955 | | | $ | 46,427 | | | $ | 236,704 | |
| Issuance of restricted stock & performance stock | — | | | — | | | 520 | | | 5 | | | (5) | | | — | | | 0 | |
| Acquisition of treasury stock | — | | | — | | | (133,459) | | | (2,059) | | | — | | | — | | | (2,059) | |
| Options exercised | — | | | — | | | 1,500 | | | 15 | | | (4) | | | — | | | 11 | |
| Non-cash compensation | — | | | — | | | — | | | — | | | (136) | | | — | | | (136) | |
| Decrease in noncontrolling interest | — | | | — | | | — | | | — | | | — | | | 44 | | | 44 | |
| Net loss attributable to IES Holdings, Inc. | — | | | — | | | — | | | — | | | — | | | (14,157) | | | (14,157) | |
| BALANCE, September 30, 2018 | 22,049,529 | | | $ | 220 | | | (843,993) | | | $ | (8,937) | | | $ | 196,810 | | | $ | 32,314 | | | $ | 220,407 | |
| Issuance of restricted stock & performance stock | — | | | — | | | 501,797 | | | 5,942 | | | (5,942) | | | — | | | 0 | |
| Acquisition of treasury stock | — | | | — | | | (564,822) | | | (9,802) | | | — | | | — | | | (9,802) | |
| Options exercised | — | | | — | | | 22,500 | | | 314 | | | (314) | | | — | | | 0 | |
| Non-cash compensation | — | | | — | | | — | | | — | | | 2,357 | | | — | | | 2,357 | |
| Cumulative effect adjustment from adoption of new accounting standard | — | | | — | | | — | | | — | | | — | | | 80 | | | 80 | |
| Net income attributable to IES Holdings, Inc. | — | | | — | | | — | | | — | | | — | | | 33,206 | | | 33,206 | |
| BALANCE, September 30, 2019 | 22,049,529 | | | $ | 220 | | | (884,518) | | | $ | (12,483) | | | $ | 192,911 | | | $ | 65,600 | | | $ | 246,248 | |
| Issuance of restricted stock & performance stock | — | | | — | | | 120,197 | | | 1,708 | | | (1,708) | | | — | | | 0 | |
| Acquisition of treasury stock | — | | | — | | | (528,563) | | | (13,808) | | | 6,111 | | | — | | | (7,697) | |
| Options exercised | — | | | — | | | 5,750 | | | 84 | | | (50) | | | — | | | 34 | |
| Non-cash compensation | — | | | — | | | — | | | — | | | 3,323 | | | — | | | 3,323 | |
| Increase in noncontrolling interest | — | | | — | | | — | | | — | | | — | | | (194) | | | (194) | |
| Net income attributable to IES Holdings, Inc. | — | | | — | | | — | | | — | | | — | | | 41,599 | | | 41,599 | |
| BALANCE, September 30, 2020 | 22,049,529 | | | $ | 220 | | | (1,287,134) | | | $ | (24,499) | | | $ | 200,587 | | | $ | 107,005 | | | $ | 283,313 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
IES HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)
| | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | |
Net income | | $ | 13,594 | | | $ | 120,878 | | | $ | 16,538 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | |
Bad debt expense | | | 296 | | | | 360 | | | | 269 | |
Deferred financing cost amortization | | | 294 | | | | 345 | | | | 316 | |
Depreciation and amortization | | | 9,634 | | | | 5,664 | | | | 2,509 | |
Loss (gain) on sale of assets | | | (69 | ) | | | 810 | | | | 67 | |
Non-cash compensation expense | | | 1,707 | | | | 1,583 | | | | 524 | |
Deferred income taxes | | | 6,899 | | | | (98,402 | ) | | | — | |
Changes in operating assets and liabilities | | | | | | | | | | | | |
Accounts receivable | | | (7,621 | ) | | | (22,439 | ) | | | (15,115 | ) |
Inventories | | | (1,856 | ) | | | 3,897 | | | | 2,526 | |
Costs and estimated earnings in excess of billings | | | 2,571 | | | | (3,236 | ) | | | (3,727 | ) |
Prepaid expenses and other current assets | | | (6,798 | ) | | | (1,716 | ) | | | (1,902 | ) |
Othernon-current assets | | | (510 | ) | | | (1,500 | ) | | | 120 | |
Accounts payable and accrued expenses | | | (2,829 | ) | | | 19,676 | | | | 6,654 | |
Billings in excess of costs and estimated earnings | | | 5,898 | | | | (936 | ) | | | 3,313 | |
Othernon-current liabilities | | | 1,139 | | | | (16 | ) | | | (586 | ) |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 22,349 | | | | 24,968 | | | | 11,506 | |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
Purchases of property and equipment | | | (4,589 | ) | | | (3,417 | ) | | | (2,779 | ) |
Proceeds from sales of assets | | | 270 | | | | 2,225 | | | | — | |
Cash paid in conjunction with business combinations | | | (20,213 | ) | | | (59,544 | ) | | | (3,113 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (24,532 | ) | | | (60,736 | ) | | | (5,892 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Borrowings of debt | | | 5,434 | | | | 20,289 | | | | 26 | |
Repayments of debt | | | (5,432 | ) | | | (290 | ) | | | — | |
Contingent consideration payment | | | (448 | ) | | | — | | | | — | |
Distribution to noncontrolling interest | | | (153 | ) | | | — | | | | — | |
Purchase of treasury stock | | | (2,367 | ) | | | (590 | ) | | | (3,622 | ) |
Issuance of shares | | | 218 | | | | 220 | | | | — | |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (2,748 | ) | | | 19,629 | | | | (3,596 | ) |
| | | | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (4,931 | ) | | | (16,139 | ) | | | 2,018 | |
CASH, CASH EQUIVALENTS, and RESTRICTED CASH beginning of period | | | 33,221 | | | | 49,360 | | | | 47,342 | |
| | | | | | | | | | | | |
CASH, CASH EQUIVALENTS, and RESTRICTED CASH end of period | | $ | 28,290 | | | $ | 33,221 | | | $ | 49,360 | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW | | | | | | | | | | | | |
INFORMATION: | | | | | | | | | | | | |
Cash paid for interest | | $ | 1,521 | | | $ | 1,009 | | | $ | 792 | |
Cash paid for income taxes (net) | | $ | 2,429 | | | $ | 1,415 | | | $ | 1,532 | |
| | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
| Net income (loss) | $ | 40,554 | | | $ | 33,478 | | | $ | (13,803) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
| Bad debt expense | 1,864 | | | 552 | | | 421 | |
| Deferred financing cost amortization | 152 | | | 318 | | | 288 | |
| Depreciation and amortization | 12,508 | | | 9,557 | | | 8,860 | |
| Loss (gain) on sale of assets | 0 | | | 52 | | | (15) | |
| Non-cash compensation expense | 3,323 | | | 2,357 | | | (136) | |
| Goodwill impairment expense | 6,976 | | | 0 | | | 0 | |
| Deferred income taxes | 5,122 | | | 5,681 | | | 38,151 | |
| Changes in operating assets and liabilities | | | | | |
| Accounts receivable | (25,389) | | | (35,254) | | | (7,574) | |
| Inventories | (2,822) | | | (684) | | | (3,970) | |
| Costs and estimated earnings in excess of billings | 435 | | | 1,586 | | | (17,840) | |
| Prepaid expenses and other current assets | (9,355) | | | (7,171) | | | (2,250) | |
| Other non-current assets | 510 | | | (444) | | | 274 | |
| Accounts payable and accrued expenses | 20,122 | | | 22,472 | | | 6,584 | |
| Billings in excess of costs and estimated earnings | 13,967 | | | 6,683 | | | 3,570 | |
| Other non-current liabilities | 8,774 | | | (459) | | | (336) | |
| Net cash provided by operating activities | 76,741 | | | 38,724 | | | 12,224 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
| Purchases of property and equipment | (4,745) | | | (6,300) | | | (4,563) | |
| Proceeds from sales of assets | 104 | | | 502 | | | 108 | |
| Cash received (paid) in conjunction with business combinations or dispositions | (28,952) | | | 50 | | | (7,406) | |
| Net cash used in investing activities | (33,593) | | | (5,748) | | | (11,861) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
| Borrowings of debt | 592,768 | | | 89,261 | | | 168 | |
| Repayments of debt | (592,756) | | | (119,508) | | | (177) | |
| Finance lease payment | (215) | | | 0 | | | 0 | |
| | | | | |
| Distribution to noncontrolling interest | (639) | | | (240) | | | (349) | |
| Purchase of treasury stock | (7,697) | | | (9,802) | | | (2,059) | |
| Issuance of shares | 34 | | | 0 | | | 11 | |
| Net cash used in financing activities | (8,505) | | | (40,289) | | | (2,406) | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 34,643 | | | (7,313) | | | (2,043) | |
| CASH, CASH EQUIVALENTS, beginning of period | 18,934 | | | 26,247 | | | 28,290 | |
| CASH, CASH EQUIVALENTS, end of period | $ | 53,577 | | | $ | 18,934 | | | $ | 26,247 | |
| | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | |
| Cash paid for interest | $ | 782 | | | $ | 1,743 | | | $ | 1,684 | |
| Cash paid for income taxes (net) | $ | 323 | | | $ | 1,370 | | | $ | 2,839 | |
| | | | | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Notes to
the Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Description of the Business
IES Holdings, Inc.Inc. is a holding company that owns and manages operating subsidiaries in business activitiesthat design and install integrated electrical and technology systems and provide infrastructure products and services across a variety ofend-markets. end-markets, including data centers, residential housing and commercial and industrial facilities. 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. |
•Communications – Nationwide provider of technology infrastructure services, including the design, build, and maintenance of the communications infrastructure within data centers for co-location and managed hosting customers for both large corporations and independent businesses.
•Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes.
•Infrastructure Solutions – Provider of electro-mechanical solutions for industrial operations, including apparatus repair and custom-engineered products such as generator enclosures to be used in data centers and other industrial applications.
•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 and data centers.
The words “IES”, the “Company”, “we”, “our”, and “us” refer to IES Holdings, Inc. and, except as otherwise specified herein, to our consolidated subsidiaries.
Our Commercial & Industrial segment offers a broad range of expertise that enables us to provide a wide array of electrical and mechanical design, construction, and maintenance services to the commercial and industrial markets. The offerings under our design services platform range from budget assistance to providing design-build and LEED solutions to our end customers. These services are typically integrated with our construction services. Our construction services range from the initial planning and procurement to installation andstart-up. The construction services are offered to a variety of new and remodel construction projects including transmission and distribution projects. The maintenance services offered include constant presence, critical plant shutdown, troubleshooting, emergency testing, and preventative maintenance. We provide our services for a variety of project types, including: office buildings, manufacturing facilities, data centers, chemical plants, refineries, wind farms, solar facilities and municipal infrastructure and health care facilities. The Commercial & Industrial segment consists of 24 locations, including the segment headquarters in Houston, Texas. These locations geographically cover Texas, Nebraska, Colorado, Oregon and the Southeast andMid-Atlantic regions.
Our Communications segment is a leading provider of network infrastructure services for data centers and other mission critical environments. Services offered include the design, installation and maintenance of network infrastructure for the financial, medical, hospitality, government, high-tech manufacturing, educational and information technology industries, including for Fortune 500 companies. We also provide the design and installation of audio/visual, telephone, fire, wireless access and intrusion alarm systems as well as design/build, service and maintenance of data network systems. We perform services across the United States from our 12 offices, which include our Communications headquarters located in Tempe, Arizona, allowing for dedicated onsite maintenance teams at our customers’ sites.
Our Infrastructure Solutions segment provides electro-mechanical solutions for industrial operations to domestic and international customers. In particular, our electro-mechanical services include the maintenance and repair of alternating current (AC) and direct current (DC) electric motors and generators, as well as power generating and distribution equipment; the manufacture, remanufacture, and repair of industrial lifting magnets; maintenance and repair of railroad main and auxiliary generators, main alternators, and traction motors; and the manufacture of bus duct solutions used in power distribution. This segment serves the steel, railroad, marine, petrochemical,
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
pulp and paper, wind energy, mining, automotive, power generation, scrap yards, and utility industries. Infrastructure Solutions is comprised of10locations, headquartered in Ohio. These locations geographically cover Alabama, Georgia, Indiana, Illinois, Ohio, West Virginia and California.
Our Residential segment provides electrical installation services for single-family housing and multi-family apartment complexes and cable television installations for residential and light commercial applications. In addition to our core electrical construction work, the Residential segment also provides services for the installation of residential solar power, both for new construction and existing residences. The Residential segment is made up of 36 locations, which include our Residential headquarters in Houston, Texas. These locations geographically cover theSun-Belt, Western andMid-Atlantic regions of the United States.
Controlling Shareholder
At September 30, 2017, Tontine Associates, L.L.C. and its affiliates (collectively, “Tontine”), was the controlling shareholder of the Company’s common stock. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders, including the approval of any potential merger or sale of all or substantially all assets or segments of the Company, or the Company itself. For a more complete discussion on our relationship with Tontine, please refer to Note 3, “Controlling Shareholder” in the notes to our Consolidated Financial Statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of IES Holdings, Inc. and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
At September 30, 2020, we recorded an impairment charge of $6,976 to Goodwill related to our Commercial & industrial segment. Please refer to Note 17, “Goodwill and Intangible Assets” for further discussion. During the fiscal years ended September 30,
2017, 20162019 and
2015,2018, the Company recorded no asset impairment charges.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition of construction in progress, fair value assumptions in accounting for business combinations and analyzing goodwill, investments, intangible assets and long-lived asset impairments and adjustments, allowance for doubtful accounts receivable, stock-based compensation, reserves for legal matters, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Inventories consist of raw materials, work in process, finished goods, and parts and supplies held for use in the ordinary course of business. Inventory is valued at the lower of cost or
marketnet realizable value generally using the historical average cost or
first-in,first-out (FIFO) method. When circumstances dictate, we write down inventory to its estimated
net realizable value based on assumptions about future demand, market conditions, plans for disposal, and physical condition of the product. Where shipping and handling costs on inventory purchases are borne by us, these charges are included in inventory and charged to cost of services upon use in our projects or the providing of services.
Securities and Equity Investments
Our investments in entities where we do not have the ability to exercise significant influence are accounted for using the cost method of accounting. Each period, we evaluate whether an event or change in circumstances has occurred that may indicate an investment has been impaired. If, upon further investigation of such events, we determine the investment has suffered a decline in value that is other than temporary, we write down the investment to its estimated fair value.
Additions of property and equipment are recorded at cost, and depreciation is computed using the straight-line method over the estimated useful life of the related asset. Leasehold improvements are capitalized and depreciated over the lesser of the life of the lease or the estimated useful life of the asset.
Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the capitalized cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of comprehensive income in the caption (gain) loss on sale of assets.
Goodwill attributable to each reporting unit is tested for impairment
either by comparing the fair value of each reporting unit with its carrying
value.value or by a qualitative assessment. These impairment tests are required to be performed at least annually. On an ongoing basis (absent any impairment indicators), we perform an impairment test annually using a measurement date of September 30. In evaluating goodwill for impairment, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is greater than its carrying value. If we determine that it is more likely than not that the carrying value of a reporting unit is greater than its fair value, then we perform an impairment test by calculating the fair value of the reporting unit and comparing this calculated fair value with the carrying value of the reporting unit.
We estimate the fair value of the reporting unit based on both a market approach and an income approach, using discounted estimated future cash flows. The market approach uses market multiples of enterprise value to earnings before interest, taxes, depreciation and amortization for comparable publicly traded companies. The income approach relies on significant estimates for future cash flows, projected long-term growth rates, and the weighted average cost of capital.
Intangible assets with definite lives are amortized over their estimated useful lives based on expected economic benefit with no residual value. Customer relationships are amortized assuming gradual attrition.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Debt issuance costs are included as a reduction of our debt outstanding, or alternately classified within other non-current assets if we have no borrowings drawn on our credit facility at the balance sheet date, and are amortized to interest expense over the scheduled maturity of the debt. Amortization expense of debt issuance costs was $294, $345$152, $318 and $316,$288, respectively, for the years ended 2017, 20162020, 2019 and 2015.2018. Remaining unamortized capitalized debt issuance costs were $1,115$736 and $976$782 at September 30, 2017,2020, and September 30, 2016,2019, respectively.
Revenue is generally recognized
oncefrom a contract with a customer when: (i) it has approval and commitment from both parties, (ii) the
following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) deliveryrights of the
productparties are identified, (iii) payment terms are identified, (iv) the contract has
occurred or servicescommercial substance, and (v) collectability of consideration is probable. We consider the start of a project to be when the above criteria have been
rendered, (iii)met and we have written authorization from the
price of the product or service is fixed and determinable, and (iv) collectability is reasonably assured. Costs associated with these services are recognized within the period they are incurred.customer to proceed.
We recognize revenue on project contracts using the percentage of completion method. Project contracts generally provide that customers accept completion of progress to date and compensate us for services rendered measured in terms of units installed, hours expended or some other measure of progress. We recognize revenue on both signed contracts and change orders. A discussion of our treatment of claims and unapproved change orders is described later in this section. Percentage of completion for construction contracts is measured principally by the percentage of costs incurred and accrued to date for each contract to the estimated total cost for each contract at completion. We generally consider contracts to be substantially complete upon departure from the work site and acceptance by the customer. Contract costs include all direct material, labor and insurance costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Changes in job performance, job
conditions, estimated contract costs and profitability and final contract settlements
maycan result in
revisions to costs and income and the effects of these revisions are recognized in the period inchange orders under which the
revisions are determined. Duringcustomer agrees to pay additional contract price. Revisions can also result in claims we might make against the
twelve monthscustomer to recover additional costs that have not been resolved through change orders with the customer. Except in certain circumstances, we do not recognize revenue or margin based on change orders or claims until they have been agreed upon with the customer. The amount of revenue associated with unapproved change orders and claims was immaterial for the years ended September 30,
2017, we recorded expense of $3,893 related to changes in estimates on two jobs in our Commercial & Industrial segment.2020, 2019 and 2018. Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined. The balances billed but not paid by customers pursuant to retainage provisions in project contracts
will beare typically due upon completion of the contracts and acceptance by the customer. Based on our experience, the retention balance at each balance sheet date will be collected within the subsequent fiscal year.
Certain divisions in the Residential and Infrastructure Solutions segments use the completed contract method of accounting because the duration of their contracts
areis short in nature. We recognize revenue on completed contracts when the project is complete and billable to the customer. Provisions for estimated losses on these contracts are recorded in the period such losses are determined.
The current asset “Costs and estimated earnings in excess of billings” represents revenues recognized in excess of amounts billed which management believes will generally be billed and collected within the next twelve months. Also included in this asset, from time to time, are claims and unapproved change orders which are amounts we are in the process of collecting from our customers or agencies for changes in contract specifications or design, contract change orders in dispute or unapproved as to scope and price, or other related causes of unanticipated additional contract costs. Claims are limited to costs incurred and are recorded at estimated realizable value when collection is probable and can be reasonably estimated. We do not recognize profits on project costs incurred in connection with claims. Claims made by us involve negotiation and, in certain cases, litigation. Such litigation costs are expensed as incurred. As of September 30, 2017, 2016 and 2015, there were no material revenues recorded associated with any outstanding claims or unapproved change orders. The current liability “Billings in excess of costs and estimated earnings” represents billings in excess of revenues recognized. Billings in excess of costs and estimated earnings are amounts considered recoverable from customers based on different measures of performance, including achievement of specific milestones or completion of specified units designated within the contract.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Accounts Receivable and Allowance for Doubtful Accounts
We record accounts receivable for all amounts billed and not collected. Generally, we do not charge interest on outstanding accounts receivable; however, from time to time we may believe it necessary to charge interest on a case by case basis. Additionally, we provide an allowance for doubtful accounts for specific accounts receivable where collection is considered doubtful as well as for general unknown collection issues based on historical trends. Accounts receivable not determined to be collectible are written off as deemed necessary in the period such determination is made. As is common in our industry, some of these receivables are in litigation or require us to exercise our contractual lien rights in order to collect.
These receivables are primarily associated with a few branches within our Commercial & Industrial segment. Certain other receivables areslow-pay in nature and require us to exercise our contractual or lien rights. Our allowance for doubtful accounts at September 30,
20172020 and
20162019 was
$650$2,613 and
$736,$1,184, respectively. We believe that our allowance for doubtful accounts is sufficient to cover uncollectible receivables as of September 30,
2017.2020.
Comprehensive Income
(Loss)
Comprehensive income
(loss) includes all changes in equity during a period except those resulting from investments by and distributions to stockholders.
We follow the
asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recorded for the future income tax consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities, and are measured using enacted tax rates and laws.
We regularly evaluate valuation allowances established for deferred tax assets for which future realization is uncertain. We perform this evaluation on a quarterly basis. The estimation of required valuation allowances includes estimates of future taxable income. In assessing the realizability of deferred tax assets,
atwe must consider whether it is more likely than not some portion, or all, of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, in determining whether a valuation allowance is required. At September 30,
2017,2020, we concluded, based upon the assessment of positive and negative evidence, that it is more likely than not that the Company will generate sufficient taxable income within the applicable
NOLnet operating loss ("NOL") carryforward periods to realize its net deferred tax assets of
$86,211.$33,803. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income is different from these estimates, our results could be affected.
On May 12, 2006, we had a change in ownership as defined in Internal Revenue Code Section 382. Internal Revenue Code Section 382 limits the utilization of net operating losses that existed as of the change in ownership in tax periods subsequent to the change in ownership. As such, our utilization after the change date of net operating losses in existence as of the change in ownership is subject to Internal Revenue Code Section 382 limitations for federal income taxes and some state income taxes.
We retain the risk for workers’ compensation, employer’s liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insureds under our insurance policies. Losses up to the deductible amounts are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. Each year, we compile our
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
historical data pertaining to the insurance experiences and actuarially develop the ultimate loss associated with our insurance programs other than pollution coverage for our Infrastructure Solutions segment. We believe that the actuarial valuation provides the best estimate of the ultimate losses to be expected under these programs.
The undiscounted ultimate losses of our workers’ compensation, auto and general liability insurance reserves at September 30,
2017,2020, and
2016,2019, was
$5,306$3,886 and
$5,223,$4,975, respectively. Based on historical payment patterns, we expect payments of undiscounted ultimate losses to be made as follows:
| | | | |
Year Ended September 30: | | | | |
2018 | | $ | 1,888 | |
2019 | | | 1,124 | |
2020 | | | 778 | |
2021 | | | 416 | |
2022 | | | 193 | |
Thereafter | | | 907 | |
| | | | |
Total | | $ | 5,306 | |
| | | | |
| | | | | | | | | | | | | | |
| Year Ended September 30: | | | |
| 2021 | | $ | 1,195 |
| 2022 | | | 839 |
| 2023 | | | 538 |
| 2024 | | | 347 |
| 2025 | | | 217 |
| Thereafter | | | 750 |
| Total | | $ | 3,886 |
We elect to discount the ultimate losses above to present value using an approximate risk-free rate over the average life of our insurance claims. For the years ended September 30,
20172020 and
2016,2019, the discount rate used was
1.90.3 percent and
1.11.6 percent, respectively. The present value of all insurance reserves for the
employee group health claims, workers’ compensation, auto and general liability recorded at September 30,
2017,2020, and
20162019 was
$6,204$3,832 and
$5,464,$4,702, respectively. Our
undiscounted reserves for employee group health claims
at September 30, 2020, and 2019 were $2,422 and $1,981, respectively, and are anticipated to be resolved within the year ended September 30,
2018.2021.
We had letters of credit totaling
$5,985$5,464 outstanding at September 30,
20172020 to collateralize certain of our high deductible insurance obligations.
Realization of Long-Lived Assets
We evaluate the recoverability of property and equipment and other long-lived assets as facts and circumstances indicate that any of those assets might be impaired. If an evaluation is required for our assets we plan to hold and use, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if an impairment of such property has occurred. The effect of any impairment would be to expense the difference between the fair value of such property and its carrying value. Estimated fair values are determined based on expected future cash flows discounted at a rate we believe incorporates the time value of money, the expectations about future cash flows and an appropriate risk premium.
At September 30, 2020, we performed an asset impairment test for all long-lived assets within our Commercial & Industrial segment and determined no impairment charge was necessary. For the years ended September 30,
2017, 20162019 and
2015,2018, no indicators of impairments were identified, and no impairment charges were recorded.
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash deposits and accounts receivable. Through delayed payment terms, we at times grant credit, usually without collateral, to our customers, who are generally large public companies, contractors and homebuilders throughout the United States. Consequently, we are subject to potential credit risk related to changes in business and economic factors throughout the United States, specifically, within the construction, homebuilding and mission
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
critical facility markets. However, we are entitled to payment for work performed and generally have certain lien rights in that work. Further, management believes that its contract acceptance, billing and collection policies are adequate to manage potential credit risk. We routinely maintain cash balances in financial institutions in excess of federally insured limits. We periodically assess the financial condition of these institutions where these funds are held and believe the credit risk is minimal. We maintain the majority of our cash and cash equivalents in money market mutual funds. There can be no assurance, however, that we will not be adversely affected by credit risks we face.
No single customer accounted for more than 10% of our consolidated revenues for the years ended September 30,
2017, 20162020, 2019 and
2015.2018.
Fair Value of Financial Instruments
Our financial instruments consist of cash and cash equivalents, accounts receivable,
investments, accounts payable, and a loan agreement. We believe that the carrying value of financial instruments
with the exception of our cost method investment in EnerTech Capital Partners II L.P. (“Enertech”), a private investment fund classified as othernon-current assets in the accompanying Consolidated Balance Sheets, approximates their fair value due to their short-term nature. The carrying value of our debt approximates fair value, as debt incurs interest at a variable rate.
We estimate the fair value of our investment in EnerTech (Level 3) using quoted market prices for underlying publicly traded securities, and estimated enterprise values determined using cash flow projections and market multiples of the underlyingnon-public companies. For additional information, please refer to Note 6, “Detail of Certain Balance Sheet Accounts —Securities and Equity Investments.”
We measure and record compensation expense for all share-based payment awards based on the fair value of the awards granted
net of estimated forfeitures, at the date of grant.
We calculate the fair value of stock options using a binomial option pricing model. The fair value of restricted stock awards and phantom stock unit awards is determined based on the number of shares granted and the closing price of IES’s common stock on the date of grant. For awards vesting upon achievement of a market condition, the likelihood of achieving that market condition is considered in determining the fair value of the grant, which we expense ratably over the vesting period. For awards vesting upon achievement of a performance condition, we record expense based on the grant date fair value when it becomes probable the performance condition will be achieved. Forfeitures are recorded in the period in which they occur. The resulting compensation expense
from discretionary awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period.
Deferred Compensation Plans
The Company maintains a rabbi trust to fund certain deferred compensation plans. The securities held by the trust are classified as trading securities. The investments are recorded at fair value and are classified as other
non-current assets in the accompanying Consolidated Balance Sheets as of September 30,
2017,2020, and
2016.2019. The changes in fair values are recorded as a component of other income (expense) in the Consolidated Statements of Comprehensive
Income.Income (Loss).
The corresponding deferred compensation liability is included in othernon-current liabilities on the Consolidated Balance Sheets and changes in this obligation are recognized as adjustments to compensation expense in the period in which they are determined.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
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 80 percent interests in
thethese entities, and the remaining 20 percent was retained by
the third party sellers. The interests retained by those third party sellers are identified on our Consolidated Balance Sheets as noncontrolling interest, classified outside of permanent equity. Under the terms of the operating agreements governing these entities, after five years from the dates of the acquisitions, we may elect to purchase, or the third party sellers may require us to purchase, part
ofor all of the remaining 20 percent interests in these entities. The purchase price is variable, based on a multiple of earnings as defined in the operating agreements. Therefore, this noncontrolling interest is carried at the greater of the balance determined under
Accounting Standards Codification Topic 810 ("ASC
810810") and the redemption amounts assuming the noncontrolling interests were redeemable at the balance sheet date. If all of these interests had been redeemable at September 30,
2017,2020, the redemption amount would have been
$2,770. See Note 18, “Business Combinations and Divestitures” for further discussion.$1,582. For the year ended September 30,
2017,2020, we recorded a
reductiondecrease to retained earnings of $194 to increase the carrying amount of noncontrolling interest in NEXT Electric to its redemption amount had it been redeemable at September 30, 2020. For the year ended September 30, 2018, we recorded an increase to retained earnings of $44 to
offset an increase
to noncontrolling interest recorded in fiscal 2017, decreasing the carrying amount of the noncontrolling interest in STR to
its redemption amount,the balance determined under ASC 810, as if it had been redeemable at September 30,
2017.2018, as the redemption amount would have been less than the carrying amount.
Leases
We enter into various contractual arrangements for the right to use facilities, vehicles and equipment. We evaluate whether each of these arrangements contains a lease and classify all identified leases as either operating or finance. If the arrangement is subsequently modified, we re-evaluate our classification. The lease term generally ranges from two to ten years for facilities and three to five years for vehicles and equipment. Our lease terms may include the exercise of renewal or termination options when it is reasonably certain these options will be exercised. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
Upon commencement of the lease, we recognize a lease liability and corresponding right-of use ("ROU") asset for all leases with an initial term greater than twelve months. Lease liabilities represent the present value of our future lease payments over the expected lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate as the discount rate in calculating the present value of the lease payments. The incremental borrowing rate is determined by identifying a synthetic credit rating for the consolidated company, where treasury functions are centrally managed, and adjusting the interest rates from associated indexes for differences in credit risk and interest rate risk. We have elected to combine the lease and nonlease components in the recognition of our lease liabilities across all classes of underlying assets. ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability with adjustments for prepaid or accrued rent, lease incentives or unamortized initial direct costs. Costs associated with operating lease assets are recognized on a straight-line basis over the term of the lease. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
Certain lease contracts include obligations to pay for other services, such as operations and maintenance. Where the costs of these services can be identified as fixed or fixed-in-substance, the costs are included as part of the future lease payments. If the cost is not fixed at the inception of the lease, the cost is recorded as a variable cost in the period incurred.
Accounting Standards Not Yet Adopted
In May 2014,June 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASUAccounting Standard Update No. 2014-09, Revenue from Contracts with Customers2016-13, Financial Instruments – Credit Losses (“ASU2014-09” 2016-13”), 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 termsconsider historical experiences, current market conditions and relevant factsreasonable and circumstances. The standard also requires expanded disclosures surrounding revenue recognition. Thesupportable forecasts in the measurement of expected credit losses, with further clarifications made in April 2019 and May 2019 with the issuances of Accounting Standard Updates No. 2019-04 and 2019-05. This update is effective date will be the first quarter of ourfor fiscal year ended September 30, 2019. The standard allowsyears beginning after December 15, 2019 and for either full retrospective or modified retrospectiveinterim periods within those fiscal years, although early adoption and we currentlyis permitted. We plan to use the modified retrospective basisadopt this standard on October 1, 2020, and do not expect the adoption date. We are continuing to evaluate the impact of the adoption of this standardhave a material effect on our Consolidated Financial Statements.
In
particular, we continueAugust 2018, the FASB issued Accounting Standard Update No. 2018-13, Fair Value Measurement Disclosure Framework (“ASU 2018-13”), to
analyze areas including contract termination provisions, customer furnished materials, and accountingmodify certain disclosure requirements for
change orders. However, we expect that wefair value measurements. Under the new guidance, registrants will
continueneed to
recognize revenuesdisclose weighted average information for
most of our fixed-price contracts over time, as services are performed. We aresignificant unobservable inputs for all Level 3 fair value measurements. The guidance does not specify how entities should calculate the weighted average, but requires them to explain their calculation. The new guidance also
continuing to assessrequires disclosing the
necessary changes in
processesunrealized gains and
controls to meetlosses for the
disclosure requirementsperiod included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the
new standard.reporting period. This guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, although early adoption is permitted for either the entire standard or only the provisions that eliminate or modify the requirements. We plan to adopt this standard on October 1, 2020, and do not expect the adoption to have a material effect on our Consolidated Financial Statements.
Accounting Standards Recently Adopted
In February 2016, the FASB issued ASUAccounting Standard Update No.2016-02, Leases (“ASU2016-02”ASU 2016-02”). Under ASU2016-02, lessees will need to recognize aright-of-use ROU asset and a lease liability on their balance sheets for all of their leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases must be classified as either operating or finance. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded expense pattern,are accounted for similar to current capital leases.leases under the previous lease accounting standard. We adopted ASU2016-02 becomes effective on October 1, 2019 using a modified retrospective transition approach. Using the optional transition method allowed under Accounting Standard Update No. 2018-11, prior period amounts were not adjusted retrospectively and continue to be reported using the previous accounting standards in effect for the fiscal year ended September 30, 2020.period presented. We are currently evaluatingelected to utilize all of the available practical expedients with the exception of the practical expedient permitting the use of hindsight when determining the lease term and assessing impairment of ROU assets. Therefore, we did not reassess whether to early adoptany of our existing or expired contracts contained leases or the standardclassification of or initial direct costs included in our existing or expired leases.
The adoption of ASU 2016-02 resulted in the recognition of ROU assets of approximately $32,434 and
what impact it will haveoperating lease liabilities of approximately $32,237 on our Consolidated
Financial Statements.Balance Sheets at the adoption date. The difference between the ROU assets and lease liabilities was primarily due to previously accrued rent expense relating to periods prior to October 1, 2019. The adoption did not have a significant impact on our Consolidated Statements of Comprehensive Income or Cash Flows. See Note 9, “Leases” for additional discussion of our lease accounting policies and expanded disclosures.
In
January 2017,June 2018, the FASB issued
ASU2017-01, Business Combinations. This standard clarifies the definition of a business to assist entities with evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017. The prospective transition method will be required for this new guidance.In May 2017, the FASB issued ASU2017-09, Compensation — Accounting Standard Update No. 2018-07, Compensation—Stock Compensation to reduce the diversity in practice and the cost and complexity when changing the terms or conditions of a share-based payment award.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
This update 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 ASUs2017-01 or2017-09 to have a material effect on our Consolidated Financial Statements.
Adoption of New Accounting Standards
In January 2017, the FASB issued (“ASU2017-04, Intangibles — Goodwill and Other. This update is intended 2018-07”), to simplify the subsequent measurement of goodwill by eliminating the second step in the currenttwo-step goodwill impairment test. This update is effective for public entities for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. We early adopted the standard at September 30, 2017, and it had no impact on our results of operations, financial position, or cash flows.
In November 2016, the FASB issued ASU2016-18, Statement of Cash Flows, to standardize the classification of restricted cash and cash equivalents transactions on the statement of cash flows. The new standard is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. We adopted this guidance at September 30, 2017. The adoption of this guidance increased our cash used in financing activities for the year ended September 30, 2017 and decreased our cash used in financing activities for the year ended September 30, 2016, each by $260.
In March 2016, the FASB issued ASUNo. 2016-09, Compensation — Stock Compensation (“ASU2016-09”). ASU2016-09 eliminates additional paid in capital pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. The accounting for an employee’s use of sharesshare-based payments to satisfy the employer’s statutory income tax withholding obligation andnonemployees by aligning it with the accounting for forfeitures is also changing. ASU2016-09 is effectiveshare-based payments for fiscal years beginning after December 15, 2017,employees, with early adoption permitted.
We earlycertain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update was adopted ASU2016-09 in the quarter ended December 31, 2016, which required us to reflect any adjustments as of October 1, 2016. We elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized, resulting in a cumulative effect adjustment of $59 to reduce retained earnings for the increase to stock compensation expense. We recorded a cumulative effect adjustment of $363 to increase retained earnings to recognize a deferred tax asset related to tax benefits which were not previously recognized, as the tax deduction related to stock compensation expense resulted in an increase to a net operating loss rather than a reduction to income tax payable. Amendments to the accounting for minimum statutory withholding tax requirements had2019 with no impact to retained earnings as of October 1, 2016.
our financial statements.
3. CONTROLLING SHAREHOLDER
At September 30, 2017,
Tontine
wasAssociates, L.L.C. ("Tontine Associates"), together with its affiliates (collectively, "Tontine") is the
Company's controlling shareholder,
owning approximately 56 percent of the Company’s
outstanding common
stock.stock based on an amended Schedule 13D filed with the SEC by Tontine on October 9, 2020. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders.
While Tontine is subject to certain restrictions under federal securities laws on sales of its shares as an affiliate, the Company has filed a shelf registration statement that registered for resaleto register all of the shares of IES common stock owned by Tontine at the time of registration. As long as the shelf registration statement remains effective and the Company remains eligible to use it, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings, as described in the shelf registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
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”)NOLs for federal and
state income tax purposes.
TheOn November 8, 2016, the Company
maintainsimplemented a tax benefit protection plan (the “NOL Rights Plan”). The NOL Rights Plan
wasis designed to deter an acquisition of the
Company’sCompany's stock in excess of a threshold amount that could trigger a change
of controlin ownership within the meaning of Internal Revenue Code Section 382. There can be no assurance that the NOL Rights Plan will be effective in deterring a change
ofin ownership or protecting the NOLs. Furthermore, a change
inof control would trigger the change of control provisions in a number of our material agreements, including our credit
facility,agreement, bonding agreements with our sureties and our
executive severance
arrangements.plan.
Jeffrey L. Gendell was appointed as
a memberChief Executive Officer of the Company effective October 1, 2020, having served as the Company's Interim Chief Executive Officer since July 31, 2020. Mr. Gendell also serves as Chairman of the Board of Directors,
and asnon-executive Chairman of the Board ina position he has held since November 2016. He is the managing member and founder of Tontine, and the brother of David B. Gendell, who has served as a member of
theour Board of Directors since February 2012, and
who previously served as Interim Director of Operations
of the Company sincefrom November 2017
and who previously servedto January 2019, 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
is alsowas an employee of
Tontine.Tontine from 2004 until December 31, 2017.
The Company is party to a sublease agreement with Tontine Associates
LLC, an affiliate of Tontine, for corporate office space in Greenwich, Connecticut. The
lease was renewed for a three-year term in April 2016sublease extends through February 27, 2023, with
an increasemonthly payments due in the
monthly rent to $8, reflecting the increase paid by Tontine Associates, LLC to its landlord and the Company’s increased useamount of
the corporate office space. The lease has terms at market rates and paymentsapproximately $8. Payments by the Company are at a rate consistent with that paid by Tontine Associates
LLC to its landlord.
On December 6, 2018, the Company entered into a Board Observer Letter Agreement (the "Observer Agreement") with Tontine Associates, in order to assist Tontine in managing its investment in the Company. Subject to the terms and conditions set forth in the Observer Agreement, the Company granted Tontine the right, at any time that Tontine holds at least 20% of the outstanding common stock of the Company, to appoint a representative to serve as an observer to the Board (the “Board Observer”). The Board Observer, who must be reasonably acceptable to those members of the Board who are not affiliates of Tontine, shall have no voting rights or other decision making authority. Subject to the terms and conditions set forth in the Observer Agreement, so long as Tontine has the right to appoint a Board Observer, the Board Observer will have the right to attend and participate in meetings of the Board and the committees thereof, subject to confidentiality requirements, and to receive reimbursement for reasonable out-of-pocket expenses incurred in his or her capacity as a Board Observer and such rights to coverage under the Company’s directors’ and officers’ liability insurance policy as are available to the Company’s directors.
4. REVENUE RECOGNITION
Contracts
Our revenue is derived from contracts with customers, and we determine the appropriate accounting treatment for each contract at its inception. Our contracts primarily relate to electrical and mechanical contracting services, technology infrastructure products and services, and electro-mechanical solutions for industrial operations. Revenue is earned based upon an agreed fixed price or actual costs incurred plus an agreed upon percentage.
We account for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. We consider the start of a project to be when the above criteria have been met and we have written authorization from the customer to proceed.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
We recognize revenue over time for the majority of the services we perform as (i) control continuously transfers to the customer as work progresses at a project location controlled by the customer and (ii) we have the right to bill the customer as costs are incurred. Within our Infrastructure Solutions segment, we often perform work inside our own facilities, where control does not continuously transfer to the customer as work progresses. In such cases, we evaluate whether we have the right to bill the customer as costs are incurred. Such assessment involves an evaluation of contractual termination clauses. Where we have a contractual right to payment for work performed to date, we recognize revenue over time. If we do not have such a right, we recognize revenue upon completion of the contract, when control of the work transfers to the customer.
For fixed price arrangements, we use the percentage of completion method of accounting under which revenue recognized is measured principally by the costs incurred and accrued to date for each contract as a percentage of the estimated total cost for each contract at completion. Contract costs include all direct material, labor and indirect costs related to contract performance. Changes in job
performance, job conditions, estimated contract costs and profitability and final contract settlements may result in revisions to costs and income, and the effects of these revisions are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments and judgments.
Variable Consideration
The transaction price for our contracts may include variable consideration, which includes changes to transaction price for approved and unapproved change orders, claims and incentives. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the probability weighted value we expect to receive (or the most probable amount we expect to incur in the case of liquidated damages, if any), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages, if any). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or accounted for as a reduction of the transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue.
Costs of Obtaining a Contract
In certain of our operations, we incur commission costs related to entering into a contract that we only incurred because of that contract. When this occurs, we capitalize that cost and amortize it over the expected term of the contract. At September 30, 2020, we had capitalized commission costs of $94.
We generally do not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. When significant pre‑contract costs are incurred, they will be capitalized and amortized on a percentage of completion basis over the life of the contract.
Disaggregation of Revenue
We disaggregate our revenue from contracts with customers by activity and contract type, as these categories reflect how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Our consolidated 2020, 2019, and 2018 revenue was derived from the following activities. See details in the following tables:
| | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
| Communications | $ | 395,141 | | | $ | 321,246 | | | $ | 219,655 | |
| Residential | | | | | |
| Single-family | 239,140 | | | 212,358 | | | 190,379 | |
| Multi-family and Other | 172,650 | | | 100,978 | | | 95,332 | |
| Total Residential | 411,790 | | | 313,336 | | | 285,711 | |
| Infrastructure Solutions | | | | | |
| Industrial Services | 40,701 | | | 48,948 | | | 44,701 | |
| Custom Power Solutions | 87,678 | | | 87,842 | | | 52,462 | |
| Total Infrastructure Solutions | 128,379 | | | 136,790 | | | 97,163 | |
| Commercial & Industrial | 255,546 | | | 305,624 | | | 274,299 | |
| Total Revenue | $ | 1,190,856 | | | $ | 1,076,996 | | | $ | 876,828 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended September 30, 2020 |
| | | Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Total |
| Fixed-price | | $ | 309,567 | | | $ | 411,790 | | | $ | 121,922 | | | $ | 241,864 | | | $ | 1,085,143 | |
| Time-and-material | | 85,574 | | | 0 | | | 6,457 | | | 13,682 | | | 105,713 | |
| Total revenue | | $ | 395,141 | | | $ | 411,790 | | | $ | 128,379 | | | $ | 255,546 | | | $ | 1,190,856 | |
| | | | | | | | | | | |
| | | | | | | | | | |
| | Year Ended September 30, 2019 |
| | | Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Total |
| Fixed-price | | $ | 229,143 | | | $ | 313,336 | | | $ | 129,096 | | | $ | 286,319 | | | $ | 957,894 | |
| Time-and-material | | 92,103 | | | 0 | | | 7,694 | | | 19,305 | | | 119,102 | |
| Total revenue | | $ | 321,246 | | | $ | 313,336 | | | $ | 136,790 | | | $ | 305,624 | | | $ | 1,076,996 | |
| | | | | | | | | | | |
| | Year Ended September 30, 2018 |
| | | Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Total |
| Fixed-price | | $ | 166,258 | | | $ | 285,711 | | | $ | 90,155 | | | $ | 244,464 | | | $ | 786,588 | |
| Time-and-material | | 53,397 | | | 0 | | | 7,008 | | | 29,835 | | | 90,240 | |
| Total revenue | | $ | 219,655 | | | $ | 285,711 | | | $ | 97,163 | | | $ | 274,299 | | | $ | 876,828 | |
Accounts Receivable
Accounts receivable include amounts which we have billed or have an unconditional right to bill our customers. As of September 30, 2020, Accounts receivable included $10,710 of unbilled receivables for which we have an unconditional right to bill.
Contract Assets and Liabilities
Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of our performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in our Consolidated Balance Sheets under the caption “Costs and estimated earnings in excess of billings”. Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in our Consolidated Balance Sheets under the caption “Billings in excess of costs and estimated earnings”.
During the years ended September 30, 2020, and 2019, we recognized revenue of $34,035 and $31,831 related to our contract liabilities at October 1, 2019 and 2018, respectively.
We did not have any impairment losses recognized on our receivables or contract assets for the years ended September 30, 2020, 2019, or 2018.
Remaining Performance Obligations
Remaining performance obligations represent the unrecognized revenue value of our contract commitments. New awards represent the total expected revenue value of new contract commitments undertaken during a given period, as well as additions to the scope of existing contract commitments. Our new performance obligations vary significantly each reporting period based on the timing of our major new contract commitments. At September 30, 2020, we had remaining performance obligations of $505,352. The Company expects to recognize revenue on approximately $438,253 of the remaining performance obligations over the next 12 months, with the remaining recognized thereafter.
For the year ended September 30, 2020, net revenue recognized from our performance obligations satisfied in previous periods was not material.
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
| | | | | | | | | | |
| | | Estimated
Useful Lives in Years | | Years Ended September 30, | |
| | | | 2017 | | | 2016 | |
Land | | N/A | | $ | 1,076 | | | $ | 876 | |
Buildings and Improvements | | 5-20 | | | 11,675 | | | | 6,457 | |
Machinery and equipment | | 3-10 | | | 23,190 | | | | 18,215 | |
Information systems | | 2-8 | | | 14,318 | | | | 14,301 | |
Furniture and fixtures | | 5-7 | | | 1,693 | | | | 972 | |
| | | | | | | | | | |
| | | | $ | 51,952 | | | $ | 40,821 | |
Less-Accumulated depreciation | | | | | (27,862 | ) | | | (25,307 | ) |
Construction in progress | | | | | 553 | | | | 180 | |
| | | | | | | | | | |
Property and equipment, net | | | | $ | 24,643 | | | $ | 15,694 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Estimated Useful Lives in Years | Year Ended September 30, |
| 2020 | | 2019 |
| Land | N/A | $ | 1,436 | | | $ | 1,436 | |
| Buildings and improvements | 5 | - | 20 | 14,378 | | | 13,608 | |
| Machinery and equipment | 3 | - | 10 | 32,695 | | | 30,600 | |
| Information systems | 2 | - | 8 | 8,496 | | | 7,945 | |
| Furniture and fixtures | 5 | - | 7 | 1,746 | | | 1,587 | |
| | | | $ | 58,751 | | | $ | 55,176 | |
| Less-Accumulated depreciation | | | | (34,544) | | | (29,560) | |
| Construction in progress | | | | 382 | | | 130 | |
| Property and equipment, net | | | | $ | 24,589 | | | $ | 25,746 | |
Depreciation expense
from continuing operations was
$3,840, $2,727$6,084, $5,607 and
$2,128,$4,759, respectively, for the years ended September 30,
2017, 20162020, 2019 and
2015.5.2018.
Basic earnings per share is calculated as income (loss) available to common stockholders, divided by the weighted average number of common shares outstanding during the period. If the effect is dilutive, participating
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
securities are included in the computation of basic earnings per share. Our participating securities do not have a contractual obligation to share in the losses in any given period. As a result, these participating securities will not be allocated any losses in the periods of net losses, but will be allocated income in the periods of net income using thetwo-class method.
The following table reconciles the components of the basic and diluted
lossearnings (loss) per share for the years ended September 30,
2017, 20162020, 2019 and
2015: | | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
Numerator: | | | | | | | | | | | | |
Net income from continuing operations attributable to common shareholders of IES Holdings, Inc. | | $ | 13,275 | | | $ | 119,722 | | | $ | 16,792 | |
Increase in noncontrolling interest | | | 44 | | | | | | | | | |
Net income from continuing operations attributable to restricted shareholders of IES Holdings, Inc. | | | 103 | | | | 1,056 | | | | 85 | |
| | | | | | | | | | | | |
Net income from continuing operations of IES Holdings, Inc. | | $ | 13,422 | | | $ | 120,778 | | | $ | 16,877 | |
| | | | | | | | | | | | |
Net loss from discontinued operations attributable to common shareholders of IES Holdings, Inc. | | $ | — | | | $ | — | | | $ | (339 | ) |
| | | | | | | | | | | | |
Net loss from discontinued operations of IES Holdings, Inc. | | $ | — | | | $ | — | | | $ | (339 | ) |
| | | | | | | | | | | | |
Net income attributable to common shareholders | | $ | 13,275 | | | $ | 119,722 | | | $ | 16,453 | |
Increase in noncontrolling interest | | | 44 | | | | | | | | | |
Net income attributable to restricted shareholders | | | 103 | | | | 1,056 | | | | 85 | |
| | | | | | | | | | | | |
Net income of IES Holdings, Inc. | | $ | 13,422 | | | $ | 120,778 | | | $ | 16,538 | |
| | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | |
Weighted average common shares outstanding — basic | | | 21,280,549 | | | | 21,279,342 | | | | 21,480,622 | |
Effect of dilutive stock options andnon-vested restricted stock | | | 252,705 | | | | 212,997 | | | | 45,566 | |
| | | | | | | | | | | | |
Weighted average common and common equivalent shares outstanding — diluted | | | 21,533,254 | | | | 21,492,339 | | | | 21,526,188 | |
| | | | | | | | | | | | |
Basic earnings (loss) per share attributable to IES Holdings, Inc.: | | | | | | | | | | | | |
| | | |
Basic earnings per share from continuing operations | | $ | 0.62 | | | $ | 5.63 | | | $ | 0.79 | |
Basic loss per share from discontinued operations | | $ | 0.00 | | | $ | 0.00 | | | $ | (0.02 | ) |
Basic earnings per share | | $ | 0.62 | | | $ | 5.63 | | | $ | 0.77 | |
| | | |
Diluted earnings per share attributable to IES Holdings, Inc.: | | | | | | | | | | | | |
| | | |
Diluted earnings per share from continuing operations | | $ | 0.62 | | | $ | 5.62 | | | $ | 0.79 | |
Diluted loss per share from discontinued operations | | $ | 0.00 | | | $ | 0.00 | | | $ | (0.02 | ) |
Diluted earnings per share | | $ | 0.62 | | | $ | 5.62 | | | $ | 0.77 | |
| | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
| Numerator: | | | | | |
| Net income (loss) attributable to common shareholders of IES Holdings, Inc. | $ | 40,830 | | | $ | 32,950 | | | $ | (14,113) | |
| Increase (decrease) in noncontrolling interest | 194 | | | 0 | | | (44) | |
| Net income attributable to restricted shareholders of IES Holdings, Inc. | 575 | | | 256 | | | 0 | |
| Net income (loss) attributable to IES Holdings, Inc. | $ | 41,599 | | | $ | 33,206 | | | $ | (14,157) | |
| | | | | |
| Denominator: | | | | | |
| Weighted average common shares outstanding — basic | 20,795,892 | | | 21,082,012 | | | 21,196,388 | |
| Effect of dilutive stock options and non-vested securities | 296,518 | | | 233,233 | | | 0 | |
| Weighted average common and common equivalent shares outstanding — diluted | 21,092,410 | | | 21,315,245 | | | 21,196,388 | |
| | | | | |
| Earnings (loss) per share attributable to common shareholders of IES Holdings, Inc.: | | | | | |
| Basic | $ | 1.96 | | | $ | 1.56 | | | $ | (0.67) | |
| Diluted | $ | 1.94 | | | $ | 1.55 | | | $ | (0.67) | |
For the years ended September 30, 2020 and September 30, 2019, the average price of our common shares exceeded the exercise price of outstanding options; therefore, outstanding stock options were included in the computation of diluted earnings per share.
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
Consolidated Financial Statements(All Amounts in Thousands Except Share Amounts)
6.calculate both basic and diluted loss per share for the year ended
September 30, 2018. The number of potential anti-dilutive shares excluded from the calculation was 301,879 shares for the year ended September 30, 2018.
7. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS
Activity in our allowance for doubtful accounts on accounts
and receivablesreceivable consists of the following:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Balance at beginning of period | | $ | 736 | | | $ | 842 | |
Additions to costs and expenses | | | 294 | | | | 360 | |
Deductions for uncollectible receivables written off, net of recoveries | | | (380 | ) | | | (466 | ) |
| | | | | | | | |
Balance at end of period | | $ | 650 | | | $ | 736 | |
| | | | | | | | |
| | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Balance at beginning of period | $ | 1,184 | | | $ | 868 | |
| Additions to costs and expenses | 1,864 | | | 552 | |
| Deductions for uncollectible receivables written off, net of recoveries | (435) | | | (236) | |
| Balance at end of period | $ | 2,613 | | | $ | 1,184 | |
| | | |
Accounts payable and accrued expenses consist of the following:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Accounts payable, trade | | $ | 63,246 | | | $ | 64,963 | |
Accrued compensation and benefits | | | 33,561 | | | | 26,827 | |
Accrued insurance liabilities | | | 6,204 | | | | 5,464 | |
Other accrued expenses | | | 17,699 | | | | 11,568 | |
| | | | | | | | |
| | $ | 120,710 | | | $ | 108,822 | |
| | | | | | | | |
Contracts in progress are as follows:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Costs incurred on contracts in progress | | $ | 486,950 | | | $ | 409,075 | |
Estimated earnings | | | 55,606 | | | | 48,618 | |
| | | | | | | | |
| | | 542,556 | | | | 457,693 | |
Less — Billings to date | | | (559,036 | ) | | | (466,368 | ) |
| | | | | | | | |
Net contracts in progress | | $ | (16,480 | ) | | $ | (8,675 | ) |
| | | | | | | | |
Costs and estimated earnings in excess of billings | | | 13,438 | | | | 15,554 | |
Less — Billings in excess of costs and estimated earnings | | | (29,918 | ) | | | (24,229 | ) |
| | | | | | | | |
Net contracts in progress | | $ | (16,480 | ) | | $ | (8,675 | ) |
| | | | | | | | |
| | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Accounts payable, trade | $ | 93,315 | | | $ | 85,276 | |
| Accrued compensation and benefits | 53,933 | | | 42,828 |
| Accrued insurance liabilities | 6,254 | | | 6,683 |
| Current operating lease liabilities | 11,056 | | | — |
| Other accrued expenses | 22,152 | | 18,122 |
| $ | 186,710 | | | $ | 152,909 | |
Other
non-current assets are comprised of the following:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Executive Savings Plan assets | | | 641 | | | | 599 | |
Securities and equity investments | | | 558 | | | | 919 | |
Other | | | 2,583 | | | | 2,192 | |
| | | | | | | | |
Total | | $ | 3,782 | | | $ | 3,710 | |
| | | | | | | | |
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Securities and Equity Investments
At September 30, 2017, and 2016, we held an investment in EnerTech Capital Partners II L.P. (“EnerTech”), a private investment fund. As our investment was 2.21% of the overall ownership in EnerTech at September 30, 2017, and 2016, we account for this investment using the cost method of accounting. EnerTech’s investment portfolio from time to time results in unrealized losses reflecting a possible, other-than-temporary, impairment of our investment. During the year ended September 30, 2017, we collected a distribution of $361, reducing the carrying value of our investment. The carrying value of our investment in EnerTech at September 30, 2017, and 2016 was $558, and $919, respectively.
The following table presents the reconciliation of the carrying value and unrealized gains (losses) to the fair value of the investment in EnerTech as of September 30, 2017, and 2016:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Carrying value | | $ | 558 | | | $ | 919 | |
Unrealized gains | | | 171 | | | | 159 | |
| | | | | | | | |
Fair value | | $ | 729 | | | $ | 1,078 | |
| | | | | | | | |
At each reporting date, the Company performs an evaluation of impairment for securities to determine if any unrealized losses are other-than-temporary. For equity securities, this evaluation considers a number of factors including, but not limited to, the length of time and extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer and management’s ability and intent to hold the securities until fair value recovers. The assessment of the ability and intent to hold these securities to recovery focuses on liquidity needs, asset and liability management objectives and securities portfolio objectives. Based on the results of this evaluation, we believe the unrealized gain at September 30, 2017 indicated our investment was not impaired.
In December 2016, EnerTech’s general partner, with the consent of the fund’s investors, extended the fund through December 31, 2017. The fund is expected to terminate on this date unless extended by the fund’s valuation committee. The fund may be extended for anotherone-year period through December 31, 2018, with the consent of the fund’s valuation committee.
7. | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Executive Savings Plan assets | $ | 766 | | | $ | 763 | |
| Securities and equity investments | 0 | | | 408 | |
| Other | 5,014 | | | 3,767 | |
| Total | $ | 5,780 | | | $ | 4,938 | |
Debt consists of the following:
| | | | | | | | |
| | | September 30, 2017 | | | September 30, 2016 | |
Revolving loan (long-term debt) | | | $ 30,257 | | | | $ 30,233 | |
Debt issuance costs | | | ($ 1,115 | ) | | | ($ 976 | ) |
Other long-term debt | | | 292 | | | | — | |
| | | | | | | | |
Total debt | | | $ 29,434 | | | | $ 29,257 | |
| | | | | | | | |
| | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Revolving loan (long-term debt) | $ | 12 | | | $ | 0 | |
Debt issuance costs (1) | — | | | — | |
| Other long-term debt | 205 | | | 299 | |
| Total debt | $ | 217 | | | $ | 299 | |
(1) At September 30, 2017,2020 and 2019, the remaining unamortized debt issuance costs of $736 and $782, respectively, were reclassified to Other non-current assets on the Consolidated Balance Sheets.
At September 30, 2020, we had $48,260 available to usoutstanding borrowings of $12, $5,664 in outstanding letters of credit and $94,324 of availability under our revolving credit facility $6,493 in outstanding letters of credit with Wells Fargo and $30,257 outstanding borrowings on our term loan facility under our revolving credit facility (our “revolving loan”Bank, N.A. ("Wells Fargo"). All amounts outstanding under our Revolving Loanrevolving credit facility are due and payable in 2021,September 2024, upon expiration of our revolving credit facility, and all amounts described as available are available without triggering our financial covenant under the credit facility.Amended Credit Agreement (as defined below).
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Our
weighted-average annual interest rate on
theseour outstanding borrowings
under our revolving credit facility was
3.04%1.48% at September 30,
2017, and 2.73% at September 30, 2016.2020. For the years ended September 30,
2017, 20162020, 2019 and
2015,2018, we incurred interest expense of
$1,702, $1,282$777, $1,857 and
$1,130,$1,946, respectively.
The Revolving Credit Facility
On April 10, 2017, we entered into
We maintain a
Second Amended and Restated Credit and Security Agreement$100,000 revolving credit facility that matures on September 30, 2024 pursuant to a credit agreement with Wells Fargo
Bank, N.A., which was further amended on August 2, 2017 (as amended, the “Amended Credit Agreement”).
Pursuant to the Amended Credit Agreement, our maximum revolver amount increased from $70,000 to $100,000, and the maturity date of our revolving credit facility was extended from August 9, 2019 to August 9, 2021. The Amended Credit Agreement also modified our financial covenants by, among other items, implementing a new covenant that requires the Company to maintain a minimum EBITDA (as defined in the Amended Credit Agreement) that will be tested quarterly on a trailing twelve month basis; increasing the minimum Liquidity (as defined in the Amended Credit Agreement) requirement applicable to the Company from 12.5% to 30% of the maximum revolver amount; raising the Company’s required Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) (the “FCCR”) to 1.1:1.0 from 1.0:1.0; and requiring that the FCCR be tested quarterly regardless of the Company’s Liquidity levels.
Terms of the Amended Credit Agreement
The Amended Credit Agreement contains
other customary affirmative, negative and financial covenants, as well as
customary events of default.
As of September 30,
2017,2020, we were in compliance with the financial covenants under the Amended Credit Agreement, requiring that we maintain:
an FCCR,
• a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement), measured quarterly on a trailing four-quarter basis at the end of each quarter, of at least 1.1 to 1.0; and
• minimum Liquidity (as defined in the Amended Credit Agreement) of at least thirtytwenty percent (30%(20%) of the Maximum Revolver Amount (as defined in the Amended Credit Agreement), or $30,000;$20,000; with, for purposes of this covenant, at least fifty percent (50%) of our Liquidity comprised of Excess Availability; and
minimum EBITDA, measured at the end of each quarter, of at least the required amount set forthAvailability (as defined in the following table for the applicable period set forth opposite thereto:Amended Credit Agreement).
| | |
Minimum Amount
| | Applicable Period
|
$30,000 | | For each four quarter period ending September 30, 2017, and December 31, 2017
|
$32,500 | | For the four quarter period ending March 31, 2018
|
$35,000 | | For each four quarter period ending June 30, 2018 and eachquarter-end thereafter
|
At September 30,
2017,2020, our Liquidity was
$76,549$147,902 and our Excess Availability was
$48,260$94,324 (or greater than 50% of minimum Liquidity), our
FCCRFixed Charge Coverage Ratio was
8.0:1.0; and our EBITDA, as defined in the Amended Credit Agreement for the year ended September 30, 2017 was $38,227.8.3:1.0.
Our FCCRFixed Charge Coverage Ratio is calculated as follows (with capitalized terms as defined in the Amended Credit Agreement): (i) our trailing twelve month EBITDA, lessnon-financed capital expenditures Non-Financed Capital Expenditures (other than capital expenditures financed by means of an advance under the credit facility), cash taxes and all Restricted Junior Payments (as defined in the Amended Credit Agreement) consisting of certain pass-through tax liabilities,Pass-Through Tax Liabilities (as defined in the Amended Credit Agreement), divided by (ii) the sum of our cash interest (other than interestpaid-in-kind,
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
amortization of financing fees, and othernon-cash interest expense) and principal debt payments (other than repayment of principal on advances under the credit facility and including cash payments with respect to capital leases), any management, consulting, monitoring, and advisory fees paid to an affiliate, and all Restricted Junior Payments (other than pass-through tax liabilities)Pass-Through Tax Liabilities) and other cash distributions; provided, that if anywe make an acquisition is consented to by lender after the date of the Amended Credit Agreement,Wells Fargo, the components of the FCCRFixed Charge Coverage Ratio will be calculated for such fiscal period after givingpro formaeffect to the acquisition assuming that such transaction has occurred on the first day of such period (includingpro formaadjustments arising out of events which are directly attributable to such acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be reasonably agreed to by the lender)Wells Fargo).
As defined in the Amended Credit Agreement, EBITDA is calculated as consolidated net income (or loss), less extraordinary gains, interest income,
non-operating income and income tax benefits and decreases in any change in LIFO reserves, plus stock compensation expense,
non-cash extraordinary losses (including, but not limited to, a
non-cash impairment charge or write-down),
interest expense,Interest Expense, income taxes, depreciation and amortization,
and increases in any change in LIFO reserves
and losses from the wind-down of our Denver and Roanoke branches, up to a maximum exclusion of $5,000 for
a given measurementsuch period,
in each case, determined on a consolidated basis in accordance with
GAAP; provided, that if any acquisition is consented to by lender after the date of the Amended Credit Agreement, EBITDA for such fiscal period shall be calculated after givingpro formaeffect to the acquisition assuming that such transaction has occurred on the first day of such period (includingpro formaadjustments arising out of events which are directly attributable to such acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be reasonably agreed to by Lender).GAAP.
If in the future our Liquidity falls below
$30,000$20,000 (or Excess Availability falls below 50% of our minimum Liquidity), our
FCCRFixed Charge Coverage Ratio is less than 1.1:1.0,
we fail to meet our minimum EBITDA requirement, or if we otherwise fail to perform or otherwise comply with certain of our covenants or other agreements under the Amended Credit Agreement, it would result in an event of default under the Amended Credit Agreement, which could result in some or all of
ourany indebtedness
we may take on becoming immediately due and payable.
At September 30, 2017, the carrying value of amounts outstanding on our revolving credit facility approximated fair value, as debt incurs interest at a variable rate. The fair value of the debt is classified as a Level 2 measurement.
8.
We enter into various contractual arrangements for the right to use facilities, vehicles and equipment. The lease term generally ranges from two to ten years for facilities and three to five years for vehicles and equipment. Our lease terms may include the exercise of renewal or termination options when it is reasonably certain these options will be exercised. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
Current operating leases for manyand finance liabilities of $11,056 and $418, respectively, were included in "Accounts payable and accrued expenses" in the Consolidated Balance Sheets as of September 30, 2020. Non-current finance lease liabilities and finance lease right-of-use assets were included in the "Other non-current liabilities" and "Other non-current assets", respectively, in the Consolidated Balance Sheets.
The maturities of our facilities, vehicle and equipment needs. These leases allow uslease liabilities as of September 30, 2020, are as follows:
| | | | | | | | | | | | | | | | | |
| Operating Leases | | Finance Leases | | Total |
| 2021 | $ | 11,269 | | | $ | 430 | | | $ | 11,699 | |
| 2022 | 8,743 | | | 403 | | | 9,146 | |
| 2023 | 5,822 | | | 401 | | | 6,223 | |
| 2024 | 3,488 | | | 368 | | | 3,856 | |
| 2025 | 2,110 | | | 167 | | | 2,277 | |
| Thereafter | 3,175 | | | 0 | | | 3,175 | |
| Total undiscounted lease payments | $ | 34,607 | | | $ | 1,769 | | | $ | 36,376 | |
| Less: imputed interest | 3,021 | | | 182 | | | 3,203 | |
| Present value of lease liabilities | $ | 31,586 | | | $ | 1,587 | | | $ | 33,173 | |
The total future undiscounted cash flows related to retain cash, and we pay a monthly lease rental fee. At the endagreements committed to but not yet commenced as of theSeptember 30, 2020, is $3,946.
Lease cost recognized in our Consolidated Statements of Comprehensive Income is summarized as follows:
| | | | | | | |
| | | Year Ended |
| | | September 30, 2020 |
| Operating lease cost | | | $ | 12,910 | |
| Finance lease cost | | | |
| Amortization of lease assets | | | 203 | |
| Interest on lease liabilities | | | 47 | |
| Finance lease cost | | | 250 | |
| Short-term lease cost | | | 1,163 | |
| Variable lease cost | | | 827 | |
| Total lease cost | | | $ | 15,150 | |
Other information about lease
we have no further obligation to the lessor. We may cancel or terminate a lease before the end of its term. Typically, we would be liable to the lessor for various lease cancellation or termination costs and the difference between the fair market value of the leased asset and the implied book value of the leased assetamounts recognized in our Consolidated Financial Statements is summarized as
calculated in accordance with the lease agreement.follows:
| | | | | | | |
| | | Year Ended |
| | | September 30, 2020 |
| Operating cash flows used for operating leases | | | $ | 12,934 | |
| Operating cash flows used for finance leases | | | 47 | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | | | 10,640 | |
| Right-of-use assets obtained in exchange for new finance lease liabilities | | | 1,803 | |
| | | | | |
| September 30, 2020 |
| Weighted-average remaining lease term - operating leases | 4.3 years |
| Weighted-average remaining lease term - finance leases | 4.4 years |
| Weighted-average discount rate - operating leases | 3.9 | % |
| Weighted-average discount rate - finance leases | 5.1 | % |
For a discussion of leases with certain related parties which are included below, see Note
12,13, “Related-Party Transactions.”
Rent expense was $6,990, $5,868$14,073, $10,553 and $5,295$7,680 for the years ended September 30, 2017, 20162020, 2019 and 2015,2018, respectively.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Future minimum lease payments under thesenon-cancelable operating leases with terms in excess of one year are as follows:
| | | | |
Year Ended September 30: | | | | |
2018 | | $ | 8,553 | |
2019 | | | 7,325 | |
2020 | | | 5,627 | |
2021 | | | 3,457 | |
2022 | | | 2,320 | |
Thereafter | | | 4,461 | |
| | | | |
Total | | $ | 31,743 | |
| | | | |
9.
Federal and state income tax provisions
for continuing operations are as follows:
| | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
Federal: | | | | | | | | | | | | |
Current | | $ | (3,092 | ) | | $ | 762 | | | $ | 417 | |
Deferred | | | 6,384 | | | | (97,093 | ) | | | (564 | ) |
State: | | | | | | | | | | | | |
Current | | | 1,432 | | | | 952 | | | | 729 | |
Deferred | | | 487 | | | | (1,738 | ) | | | 79 | |
| | | | | | | | | | | | |
| | $ | 5,211 | | | $ | (97,117 | ) | | $ | 661 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
| Federal: | | | | | |
| Current | $ | (39) | | | $ | (1,330) | | | $ | (2,345) | |
| Deferred | 9,317 | | | 5,908 | | | 38,744 | |
| State: | | | | | |
| Current | 3,657 | | | 2,312 | | | 1,536 | |
| Deferred | (4,195) | | | (227) | | | 216 | |
| Total provision for income taxes | $ | 8,740 | | | $ | 6,663 | | | $ | 38,151 | |
Actual income tax expense differs from income tax expense computed by applying the U.S. federal statutory corporate rate
of 35 percent to income (loss) before income taxes as follows:
| | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
Provision (benefit) at the statutory rate | | $ | 6,582 | | | $ | 8,316 | | | $ | 6,139 | |
Increase resulting from: | | | | | | | | | | | | |
Alternative minimum tax | | | — | | | | — | | | | 417 | |
Non-deductible expenses | | | 966 | | | | 1,557 | | | | 753 | |
Long-lived assets | | | — | | | | — | | | | 69 | |
State income taxes, net of federal deduction | | | 1,003 | | | | 1,105 | | | | 937 | |
Change in valuation allowance | | | 142 | | | | | | | | | |
Contingent tax liabilities | | | — | | | | — | | | | 51 | |
Other | | | 17 | | | | — | | | | 54 | |
Decrease resulting from: | | | | | | | | | | | | |
Change in valuation allowance | | | — | | | | (108,987 | ) | | | (7,034 | ) |
Valuation allowance adjustment — acquisitions | | | — | | | | — | | | | (725 | ) |
Contingent tax liabilities | | | (3,499 | ) | | | (96 | ) | | | — | |
Other | | | — | | | | 988 | | | | — | |
| | | | | | | | | | | | |
| | $ | 5,211 | | | $ | (97,117 | ) | | $ | 661 | |
| | | | | | | | | | | | |
IES HOLDINGS, INC.
Notes | | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
Provision at the statutory rate (1) | $ | 10,352 | | | $ | 8,430 | | | $ | 5,973 | |
| Increase resulting from: | | | | | |
| Non-deductible expenses | 1,974 | | | 1,277 | | | 1,241 | |
| State income taxes, net of federal deduction | 2,662 | | | 2,009 | | | 1,193 | |
| Change in valuation allowance | — | | | — | | | 1,761 | |
| Rate change | 0 | | | 0 | | | 31,333 | |
| Other | 261 | | | 0 | | | 183 | |
| Decrease resulting from: | | | | | |
| Share-based compensation | (75) | | | (556) | | | (238) | |
| Change in valuation allowance | (3,334) | | | (83) | | | — | |
| Contingent tax liabilities | (1,313) | | | (3,967) | | | (1,908) | |
| Component 2 goodwill utilization | (1,787) | | | (144) | | | — | |
| State deferred true up | 0 | | | 0 | | | (1,387) | |
| Other | 0 | | | (303) | | | 0 | |
| Total provision for income taxes | $ | 8,740 | | | $ | 6,663 | | | $ | 38,151 | |
(1) A statutory rate of 21% was used in 2020,21% in 2019 and 24.53% in 2018. The lower effective tax rate used in 2020 and 2019 is related to Consolidated Financial Statements(All Amounts in Thousands Except Share Amounts)
the Tax Cuts and Jobs Act enacted on December 22, 2017.
Deferred income tax provisions result from temporary differences in the recognition of income and expenses for financial reporting purposes and for income tax purposes. The income tax effects of these temporary differences, representing deferred income tax assets and liabilities, result principally from the following:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Deferred income tax assets: | | | | | | | | |
Allowance for doubtful accounts | | $ | 243 | | | $ | 280 | |
Accrued expenses | | | 12,915 | | | | 10,729 | |
Net operating loss carryforward | | | 77,497 | | | | 86,280 | |
Various reserves | | | 1,807 | | | | 1,410 | |
Equity losses in affiliate | | | 82 | | | | 84 | |
Share-based compensation | | | 1,570 | | | | 1,012 | |
Capital loss carryforward | | | 337 | | | | 338 | |
Other | | | 3,195 | | | | 3,185 | |
| | | | | | | | |
Subtotal | | | 97,646 | | | | 103,318 | |
Less valuation allowance | | | 2,366 | | | | 2,224 | |
| | | | | | | | |
Total deferred income tax assets | | $ | 95,280 | | | $ | 101,094 | |
| | | | | | | | |
Deferred income tax liabilities: | | | | | | | | |
Property and equipment | | $ | 2,019 | | | $ | 1,517 | |
Intangible assets | | | 6,548 | | | | 5,629 | |
Other | | | 502 | | | | 399 | |
| | | | | | | | |
Total deferred income tax liabilities | | | 9,069 | | | | 7,545 | |
| | | | | | | | |
Net deferred income tax assets | | $ | 86,211 | | | $ | 93,549 | |
| | | | | | | | |
| | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Deferred income tax assets: | | | |
| Allowance for doubtful accounts | $ | 592 | | | $ | 245 | |
| Accrued expenses | 14,619 | | | 9,783 | |
| Net operating loss carryforward | 22,623 | | | 39,045 | |
| Various reserves | 1,764 | | | 1,396 | |
| Equity losses in affiliate | 210 | | | 119 | |
| Share-based compensation | 897 | | | 672 | |
| Capital loss carryforward | 74 | | | 74 | |
| Lease asset | 7,681 | | | — | |
| Other | 2,444 | | | 1,137 | |
| Subtotal | 50,904 | | | 52,471 | |
| Less valuation allowance | 710 | | | 4,044 | |
| Total deferred income tax assets | 50,194 | | | 48,427 | |
| Deferred income tax liabilities: | | | |
| Property and equipment | 517 | | | 840 | |
| Intangible assets | 7,926 | | | 5,978 | |
| Lease liability | 7,677 | | | — | |
| Other | 271 | | | 735 | |
| Total deferred income tax liabilities | 16,391 | | | 7,553 | |
| Net deferred income tax assets | $ | 33,803 | | | $ | 40,874 | |
In fiscal
2017,2020 and 2019, the valuation allowance on our deferred tax assets
increaseddecreased by
$142,$3,334 and $83, respectively, which is included in “Provision
(benefits)(benefit) for income taxes” in our Consolidated Comprehensive Income Statement.
In 2002, we adopted a tax accounting method change that allowed us to deduct goodwill for income tax purposes that had previously been classified asnon-deductible. The accounting method change resulted in additional amortizable tax basis in goodwill. We believe the realization of the additional tax basis in goodwill is not more likely than not and have not recorded a deferred tax asset. Although a deferred tax asset has not been recorded through September 30, 2017, we have derived a cumulative cash tax reduction of $11,487 from the change in tax accounting method and the subsequent amortization of the additional tax goodwill. In addition, the amortization of the additional tax goodwill has resulted in additional federal net operating loss carry forwards of $142,052 and state net operating loss carry forwards of $6,188. We believe the realization of the additional net operating loss carry forwards is not more likely than not and have not recorded a deferred tax asset. We have a tax basis of $3,411 in additional tax goodwill that will be amortized during the year ended September 30, 2018.
As of September 30, 2017,2020, we had available approximately $378,274$217,328 of federal net tax operating loss carry forward for federal income tax purposes, including $142,052 resulting$128,044 from the additional amortization ofnet operating losses on which no tax goodwill.benefit has been recognized and has not been recorded as a deferred tax asset. This carry forward, which may provide future tax benefits, will begin to expire in 2026. On May 12, 2006, we had a change in ownership as defined in Internal Revenue Code Section 382.2027. As such, our utilization after the change in control date of our net operating loss in existence as of the change of control date was subject to Section 382 limitations for federal income taxes and some state income taxes. The annual limitation under Section 382 on the utilization of federal net operating losses was approximately $20,000 for the first five tax years subsequent to the change in ownership and $16,000 thereafter. Approximately $300,400 of federal net
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
operating losses will not be subject to this limitation. Also, after applying the Section 382 limitation to available state net operating loss carry forwards,September 30, 2020, we had available approximately $77,373$76,055 state net tax operating loss carry forwards, including $6,188 resulting$6,696 from the additional amortization ofnet operating losses on which no tax goodwillbenefit has been recognized and has not been recorded as a deferred tax asset. The carry forwards, which beginsmay provide future tax benefits, will begin to expire as of September 30, 2018.in 2021. We have provided valuation allowances on all net operating losses where it is determined it is more likely than not that they will expire without being utilized.
In assessing the realizability of deferred tax assets at September 30,
2017,2020, we considered whether it was more likely than not that some portion or all of the deferred tax assets will not be realized. Our realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible.
We believe that $6,347 and $427 of federal and state deferred tax assets, respectively, will be realized by offsetting reversing deferred tax liabilities. In addition, we have $587 of net state deferred tax assets that we expect will be realized, and therefore valuation allowances were not provided for these assets. As a result, we have recorded a net deferred tax asset of
$86,211$33,803 on our Consolidated Balance Sheets. We will continue to evaluate the appropriateness of our remaining deferred tax assets and need for valuation allowances on a quarterly basis. Further, any future reduction in the federal statutory tax rate could result in a charge to reduce the book value of the net deferred tax assets recorded on our Consolidated Balance
Sheet.Sheets.
As a result of
thea 2006 reorganization and related adjustment to the book basis in goodwill, we have tax basis in excess of book basis in amortizable goodwill of approximately
$24,012.$14,539. The tax basis in amortizable goodwill in excess of book basis is not reflected as a deferred tax asset. To the extent the amortization of the excess tax basis results in a cash tax benefit, the benefit will first go to reduce goodwill, then other long-term intangible assets, and then tax expense.
GAAP requires financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but it prohibits discounting of any of the related tax effects for the time value of money. The evaluation of a tax position is a
two-step process. The first step is the recognition process to determine if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position. The second step is a measurement process whereby a tax position that meets the more likely than not recognition threshold is calculated to determine the amount of benefit/expense to recognize in the financial statements. The tax position is measured at the largest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement.
A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows:
| | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | |
Balance at October 1, | | $ | 55,867 | | | $ | 55,963 | |
Additions for position related to current year | | | 207 | | | | — | |
Additions for positions of prior years | | | — | | | | — | |
Reduction resulting from the lapse of the applicable statutes of limitations | | | 3,707 | | | | 27 | |
Reduction resulting from positions of prior years | | | 399 | | | | 69 | |
Reduction resulting from settlement of positions of prior years | | | — | | | | — | |
| | | | | | | | |
Balance at September 30, | | $ | 51,968 | | | $ | 55,867 | |
| | | | | | | | |
| | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 |
| Balance at beginning of period | $ | 26,294 | | | $ | 30,256 | |
| Additions for position related to current year | 111 | | | 93 | |
| Additions for positions of prior years | 29 | | | 19 | |
| Reduction resulting from the lapse of the applicable statutes of limitations | 1,573 | | | 4,074 | |
| | | |
| | | |
| Balance at end of period | $ | 24,861 | | | $ | 26,294 | |
As of September 30, 2017,2020, and 2016, $51,9682019, $24,861 and $55,867,$26,294, respectively, of unrecognized tax benefits would result in a decrease in the provision for income tax expense, of which $50,180 and $50,581 for each of those
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
years, respectively, relates to net operating loss from additional goodwill resulting from the tax accounting method change discussed above. We believe the realization of the net operating losses resulting from the tax accounting method change is not more likely than not and have not recorded a deferred tax asset. However, if we are partially or fully successful in defending our tax accounting method change we may realize a portion or all of the deferred tax asset related to this net operating loss.expense. We anticipate that approximately $3,284$3,061 in liabilities for unrecognized tax benefits, including accrued interest, primarily from net operating losses on which no tax benefit has been recognized, may be reversed in the next twelve months. The reversal is predominately due to the expiration of the statutes of limitation for unrecognized tax benefits.
We had approximately
$14$55 and
$11$43 accrued for the payment of interest and penalties at September 30,
2017,2020, and
2016,2019, respectively. We recognize interest and penalties related to unrecognized tax benefits as part of the provision for income taxes.
We are currently not under federal audit by the Internal Revenue Service.
The tax years ended September 30,
2014,2017, and forward are subject to federal audit as are tax years prior to September 30,
2014,2017, to the extent of unutilized net operating losses generated in those years. The tax years ended September 30,
2013,2017, and forward are subject to state audits as are tax years prior to September 30,
2013,2017, to the extent of unutilized net operating losses generated in those years.
10.
We manage and measure performance of our business in four distinct operating segments: Commercial & Industrial, Communications, Infrastructure Solutions and Residential. These segments are reflective of how the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and assessing performance. The Company’s CODM is its
President.Chief Executive Officer.
Transactions between segments, if any, are eliminated in consolidation. Our corporate office provides general and administrative services, as well as support services, to our four operating segments. Management allocates certain shared costs between segments for selling, general and administrative expenses and depreciation expense.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Segment information for the years ended September 30,
2017, 20162020, 2019 and
20152018 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, 2017 | |
| | | Commercial &
Industrial | | | Communications | | | Infrastructure
Solutions | | | Residential | | | Corporate | | | Total | |
Revenues | | $ | 227,606 | | | $ | 225,275 | | | $ | 83,824 | | | $ | 274,039 | | | $ | — | | | $ | 810,744 | |
Cost of services | | | 208,619 | | | | 187,419 | | | | 63,399 | | | | 210,809 | | | | — | | | | 670,246 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 18,987 | | | | 37,856 | | | | 20,425 | | | | 63,230 | | | | — | | | | 140,498 | |
Selling, general and administrative | | | 20,170 | | | | 24,219 | | | | 17,859 | | | | 43,689 | | | | 14,433 | | | | 120,370 | |
Contingent consideration | | | — | | | | — | | | | (145 | ) | | | — | | | | — | | | | (145 | ) |
Loss (gain) on sale of assets | | | (32 | ) | | | (1 | ) | | | (79 | ) | | | 43 | | | | — | | | | (69 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | $ | (1,151 | ) | | $ | 13,638 | | | $ | 2,790 | | | $ | 19,498 | | | $ | (14,433 | ) | | $ | 20,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other data: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization expense | | $ | 1,648 | | | $ | 740 | | | $ | 6,412 | | | $ | 565 | | | $ | 269 | | | $ | 9,634 | |
Capital expenditures | | $ | 1,241 | | | $ | 2,046 | | | $ | 538 | | | $ | 561 | | | $ | 203 | | | $ | 4,589 | |
Total assets | | $ | 84,756 | | | $ | 63,917 | | | $ | 106,114 | | | $ | 51,994 | | | $ | 117,713 | | | $ | 424,494 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, 2016 | |
| | | Commercial &
Industrial | | | Communications | | | Infrastructure
Solutions | | | Residential | | | Corporate | | | Total | |
Revenues | | $ | 222,466 | | | $ | 189,635 | | | $ | 58,003 | | | $ | 225,889 | | | $ | — | | | $ | 695,993 | |
Cost of services | | | 197,679 | | | | 157,104 | | | | 42,356 | | | | 171,874 | | | | — | | | | 569,013 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 24,787 | | | | 32,531 | | | | 15,647 | | | | 54,015 | | | | — | | | | 126,980 | |
Selling, general and administrative | | | 17,169 | | | | 20,839 | | | | 12,404 | | | | 37,585 | | | | 12,561 | | | | 100,558 | |
Contingent consideration | | | — | | | | — | | | | 652 | | | | — | | | | — | | | | 652 | |
Loss (gain) on sale of assets | | | (17 | ) | | | — | | | | 826 | | | | 1 | | | | — | | | | 810 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | $ | 7,635 | | | $ | 11,692 | | | $ | 1,765 | | | $ | 16,429 | | | $ | (12,561 | ) | | $ | 24,960 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other data: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization expense | | $ | 1,234 | | | $ | 577 | | | $ | 3,072 | | | $ | 509 | | | $ | 272 | | | $ | 5,664 | |
Capital expenditures | | $ | 795 | | | $ | 1,102 | | | $ | 721 | | | $ | 704 | | | $ | 95 | | | $ | 3,417 | |
Total assets | | $ | 59,763 | | | $ | 68,018 | | | $ | 89,447 | | | $ | 43,195 | | | $ | 133,917 | | | $ | 394,340 | |
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended September 30, 2015 | |
| | | Commercial &
Industrial | | | Communications | | | Infrastructure
Solutions | | | Residential | | | Corporate | | | Total | |
Revenues | | $ | 178,865 | | | $ | 141,858 | | | $ | 46,827 | | | $ | 206,307 | | | $ | — | | | $ | 573,857 | |
Cost of services | | | 157,322 | | | | 116,015 | | | | 36,194 | | | | 164,435 | | | | — | | | | 473,966 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 21,543 | | | | 25,843 | | | | 10,633 | | | | 41,872 | | | | — | | | | 99,891 | |
Selling, general and administrative | | | 15,027 | | | | 15,735 | | | | 9,498 | | | | 31,877 | | | | 9,279 | | | | 81,416 | |
Loss (gain) on sale of assets | | | (11 | ) | | | (18 | ) | | | 12 | | | | 4 | | | | — | | | | (13 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | $ | 6,527 | | | $ | 10,126 | | | $ | 1,123 | | | $ | 9,991 | | | $ | (9,279 | ) | | $ | 18,488 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other data: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization expense | | $ | 283 | | | $ | 512 | | | $ | 952 | | | $ | 485 | | | $ | 277 | | | $ | 2,509 | |
Capital expenditures | | $ | 391 | | | $ | 675 | | | $ | 1,197 | | | $ | 352 | | | $ | 164 | | | $ | 2,779 | |
Total assets | | $ | 44,156 | | | $ | 49,500 | | | $ | 30,112 | | | $ | 37,755 | | | $ | 64,156 | | | $ | 225,679 | |
11.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended September 30, 2020 |
| | Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Corporate | | Total |
| Revenues | $ | 395,141 | | | $ | 411,790 | | | $ | 128,379 | | | $ | 255,546 | | | $ | 0 | | | $ | 1,190,856 | |
| Cost of services | 317,013 | | | 318,034 | | | 93,358 | | | 234,492 | | | 0 | | | 962,897 | |
| Gross profit | 78,128 | | | 93,756 | | | 35,021 | | | 21,054 | | | 0 | | | 227,959 | |
| Selling, general and administrative | 37,674 | | | 63,668 | | | 20,418 | | | 32,128 | | | 17,023 | | | 170,911 | |
| Goodwill impairment expense | 0 | | | 0 | | | 0 | | | 6,976 | | | 0 | | | 6,976 | |
| Contingent consideration | 0 | | | 0 | | | 0 | | | (11) | | | 0 | | | (11) | |
| Loss (gain) on sale of assets | 8 | | | 2 | | | 35 | | | (45) | | | 0 | | | 0 | |
| Income (loss) from operations | $ | 40,446 | | | $ | 30,086 | | | $ | 14,568 | | | $ | (17,994) | | | $ | (17,023) | | | $ | 50,083 | |
| Other data: | | | | | | | | | | | |
| Depreciation and amortization expense | $ | 1,351 | | | $ | 2,276 | | | $ | 6,020 | | | $ | 2,768 | | | $ | 93 | | | $ | 12,508 | |
| Capital expenditures | $ | 830 | | | $ | 1,459 | | | $ | 795 | | | $ | 1,362 | | | $ | 299 | | | $ | 4,745 | |
| Total assets | $ | 154,808 | | | $ | 110,998 | | | $ | 124,640 | | | $ | 68,318 | | | $ | 101,764 | | | $ | 560,528 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended September 30, 2019 |
| | Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Corporate | | Total |
| Revenues | $ | 321,246 | | | $ | 313,336 | | | $ | 136,790 | | | $ | 305,624 | | | $ | 0 | | | $ | 1,076,996 | |
| Cost of services | 264,746 | | | 248,562 | | | 105,863 | | | 275,722 | | | 0 | | | 894,893 | |
| Gross profit | 56,500 | | | 64,774 | | | 30,927 | | | 29,902 | | | 0 | | | 182,103 | |
| Selling, general and administrative | 31,850 | | | 46,864 | | | 18,664 | | | 27,815 | | | 15,382 | | | 140,575 | |
| Contingent consideration | (97) | | | 0 | | | (277) | | | 0 | | | 0 | | | (374) | |
| Loss (gain) on sale of assets | (6) | | | (17) | | | 105 | | | (30) | | | 0 | | | 52 | |
| Income (loss) from operations | $ | 24,753 | | | $ | 17,927 | | | $ | 12,435 | | | $ | 2,117 | | | $ | (15,382) | | | $ | 41,850 | |
| Other data: | | | | | | | | | | | |
| Depreciation and amortization expense | $ | 1,513 | | | $ | 852 | | | $ | 4,528 | | | $ | 2,563 | | | $ | 101 | | | $ | 9,557 | |
| Capital expenditures | $ | 973 | | | $ | 1,412 | | | $ | 1,377 | | | $ | 2,402 | | | $ | 136 | | | $ | 6,300 | |
| Total assets | $ | 109,263 | | | $ | 63,903 | | | $ | 116,867 | | | $ | 82,050 | | | $ | 73,175 | | | $ | 445,258 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended September 30, 2018 |
| | Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Corporate | | Total |
| Revenues | $ | 219,655 | | | $ | 285,711 | | | $ | 97,163 | | | $ | 274,299 | | | $ | 0 | | | $ | 876,828 | |
| Cost of services | 179,518 | | | 227,355 | | | 75,337 | | | 244,656 | | | 0 | | | 726,866 | |
| Gross profit | 40,137 | | | 58,356 | | | 21,826 | | | 29,643 | | | 0 | | | 149,962 | |
| Selling, general and administrative | 26,003 | | | 41,401 | | | 18,293 | | | 27,031 | | | 11,192 | | | 123,920 | |
| Contingent consideration | (85) | | | 0 | | | 288 | | | (100) | | | 0 | | | 103 | |
| Loss (gain) on sale of assets | (4) | | | 8 | | | 18 | | | (37) | | | 0 | | | (15) | |
| Income (loss) from operations | $ | 14,223 | | | $ | 16,947 | | | $ | 3,227 | | | $ | 2,749 | | | $ | (11,192) | | | $ | 25,954 | |
| Other data: | | | | | | | | | | | |
| Depreciation and amortization expense | $ | 1,247 | | | $ | 637 | | | $ | 4,672 | | | $ | 2,197 | | | $ | 107 | | | $ | 8,860 | |
| Capital expenditures | $ | 647 | | | $ | 932 | | | $ | 735 | | | $ | 2,216 | | | $ | 33 | | | $ | 4,563 | |
| Total assets | $ | 80,528 | | | $ | 55,176 | | | $ | 109,506 | | | $ | 89,729 | | | $ | 87,055 | | | $ | 421,994 | |
The Company’s 2006 Equity Incentive Plan,
which wasas amended and restated
effective February 9, 2016, following approval by shareholders at the Company’s 2016 Annual Shareholders’ Meeting,(the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the
amended and restated 2006 Equity Incentive Plan, of which approximately
1,060,191928,669 shares
arewere available for issuance at September 30,
2017.2020.
Stock Repurchase Program
Our
In 2015, 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.stock, and on May 2, 2019, authorized the repurchase from time to time of up to an additional 1.0 million shares of our common stock under the stock repurchase program. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule10b5-1 trading plan, which allows repurchases underpre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice. The Company initiated the program in February 2015 and during the year ended September 30, 2016, pursuant to the program, we repurchased 46,929 shares of common stock at an average price of $11.07 per share.
We repurchased
145,484263,160 shares of our common stock during the year ended September 30,
2017,2020, in open market transactions at an average price of
$15.37$23.29 per share.
We repurchased 467,819 shares of our common stock during the year ended September 30, 2019, in open market transactions at an average price of $17.34 per share.
During the year ended September 30, 2017,2020, we issued 113,408 shares of common stock from treasury and repurchased 7,37656,806 shares of common stock from our employees to satisfy minimumstatutory tax withholding requirements upon the vesting of restrictedcertain performance phantom stock issuedunits under the 2006 Equity Incentive Plan, 145,484Plan. We also repurchased 263,160 shares of common stock were repurchased on the open market pursuant to our sharestock repurchase program, and 2,257208,597 shares of common stock were forfeited by former employees and returned
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
to treasury stock. During the year ended September 30, 2017,2020, we issued 1,8036,789 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation and 33,7505,750 unrestricted shares of common stock to satisfy the exercise of outstanding options.
During the year ended September 30,
2016,2019, we
issued 216,679 shares of common stock from treasury and repurchased
6,08497,003 shares of common stock from our employees to satisfy
minimumstatutory tax withholding requirements upon the vesting of
restrictedcertain performance phantom stock
issuedunits under the
2006 Equity Incentive
Plan, 46,929Plan. We also repurchased 467,819 shares of common stock
were repurchased on the open market pursuant to our
sharestock repurchase
program, and 7,500 shares of common stock were forfeited by former employees and returned to treasury stock. The Company had 6,859 shares returned to treasury stock during the same period related to the satisfaction of an obligation in connection with a reconciliation of our shares of common stock offered in exchange for shares of MISCOR Group, Ltd during our 2013 acquisition of that company.program. During the year ended September 30,
2016,2019, we issued
5,6701,923 unrestricted shares of common stock from treasury
stock to members of our Board of Directors as part of their overall compensation and
42,50022,500 unrestricted shares
of common stock to satisfy the exercise of outstanding options.
We also issued 283,195 shares out of treasury for restricted shares granted upon the appointment of the Company’s former Chief Executive Officer in March 2019.
During the years ended September 30,
2017, 20162020, 2019, and
2015,2018, we recognized
$538, $522,$2,441, $776, and
$290,$256, respectively, in compensation expense related to our restricted stock awards.
During the year ended September 30, 2020, $1,100 of the compensation expense was settled with cash. At September 30,
2017,2020, the unamortized compensation cost related to outstanding unvested restricted stock was
$275. We expect to recognize the entire $275 of the unamortized compensation expense during the year ended September 30, 2018.$312. A summary of restricted stock awards for the years ended September 30,
2017, 20162020, 2019, and
20152018 is provided in the table below:
| | | | | | | | | | | | |
| | | Years Ended September 30, | |
| | | 2017 | | | 2016 | | | 2015 | |
Unvested at beginning of year | | | 174,334 | | | | 207,166 | | | | 57,666 | |
Granted | | | — | | | | — | | | | 194,000 | |
Vested | | | (31,409 | ) | | | (25,332 | ) | | | (44,500 | ) |
Forfeited | | | (2,257 | ) | | | (7,500 | ) | | | — | |
| | | | | | | | | | | | |
Unvested at end of year | | | 140,668 | | | | 174,334 | | | | 207,166 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Year Ended September 30, |
| 2020 | | 2019 | | 2018 |
| Unvested at beginning of year | 283,195 | | | 0 | | | 140,668 | |
| Granted | 69,338 | | | 283,195 | | | 0 | |
| Vested | (105,000) | | | 0 | | | (140,668) | |
| Forfeited | (208,597) | | | 0 | | | 0 | |
| Unvested at end of year | 38,936 | | | 283,195 | | | 0 | |
The fair value of shares vesting during the years ended September 30,
2017, 20162020, 2019, and
20152018 was
$460, $304$2,984, 0 and
$353,$2,201, respectively. Fair value was calculated as the number of shares vested times the market price of shares on the date of vesting. The weighted average grant date fair value of unvested restricted stock at September 30,
2017,2020 was
$8.62.$23.57.
All the restricted shares granted under the
AmendedEquity Incentive Plan (vested or unvested) participate in dividends issued to common shareholders, if any.
Director Phantom Stock Units
Phantom
Director phantom stock units (“Director PSUs”) are primarily granted to the members of the Board of Directors as part of their overall compensation. These Director PSUs are contractual rights to receive one share of the Company's common stock and are paid via unrestricted stock grants to each director upon their departure from the Board of Directors. We record compensation expense for the full value of the grant on the date of grant. For the years ended September 30, 2017, 20162020, 2019, and 2015,2018, we recognized $167, $136,$390, $300, and $224,$189, respectively, in compensation expense related to these grants.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Performance Based
Employee Phantom Stock Units
A performance based
An employee phantom stock unit (a “PPSU”(an “Employee PSU”) is a contractual right to receive one share of the Company’s common stock. The PPSUs will generally become vested, if at all,Depending on the terms of each grant, Employee PSUs may vest upon the achievement of certain specified performance objectives and continued performance of services, or may vest based on continued performance of services throughmid-December 2018. In the vesting date.
As of September 30, 2019, the Company had outstanding Employee PSUs, which, subject to the achievement of certain performance metrics, could have resulted in the issuance of 162,840 shares of common stock. During the year ended September 30, 2016,2020, 3,435
Employee PSUs were forfeited and 45,686 vested, and the Company granted an aggregateadditional Employee PSUs, which, subject to the achievement of 420,000 three-year performance-based PPSUs.Thecertain performance metrics, could result in the issuance of 90,782 shares of common stock. As of September 30, 2020, a maximum of 204,501 shares of common stock may be issued under outstanding Employee PSUs.
During the year ended September 30, 2020 and 2019, we recognized compensation expense of $1,443 and $1,151, respectively, related to Employee PSUs. The vesting of these awards is subject to
either the achievement of specified levels of cumulative net income before taxes or specified stock price
levels. Forlevels and continued performance of services through mid-December 2021 and 2022, or based on continued performance through the
years endedvesting date alone. At September 30,
2017, and 2016, we recognized $959, and $808, respectively, in compensation expense related to these grants.Performance Cash Units
Performance based phantom cash units (“PPCUs”) are2020, it is deemed probable that of a contractual right to cash payment. The PPCUs will generally become vested, if at all, upon achievement of certain specified performance objectives. For the years ended September 30, 2017, and 2016,we recognized compensation expense of $331 and zero,respectively, in compensation expense related to these grants.
Stock Options
We utilized a binomial option pricing model to measure the fair value of stock options granted. Our determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the termportion of the awards the risk-free rate of return, and actual and projected employee stock option exercise behaviors. The expected life of stock options is not considered under the binomial option pricing model that we utilize. which vest based on performance conditions will vest.
Stock Options
We did not issue stock options during the years ended September 30,
2017,2020, 2019 and
2016. The assumptions used in the fair value method calculation for the year ended September 30, 2015, are disclosed in the following table: | | | | |
| | | Year Ended
September 30, | |
| | | 2015 | |
Weighted average value per option granted during the period | | $ | 3.87 | |
Dividends (1) | | $ | — | |
Stock price volatility (2) | | | 55.6 - 57.8 | % |
Risk-free rate of return | | | 1.34 - 1.48 | % |
Option term | | | 10.0 years | |
Expected life | | | 6.0 years | |
Forfeiture rate (3) | | | 10.0 | % |
(1) | We do not currently pay dividends on our common stock. |
(2) | Based upon the Company’s historical volatility. |
(3) | Based upon the Company’s historical data. |
Upon adoption of ASU2016-09 in the quarter ended December 31, 2016, which required us to reflect any adjustments as of October 1, 2016, we elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized. This election resulted in a cumulative effect adjustment of $59 to reduce retained earnings for the increase to stock compensation expense.
2018.IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
The following table summarizes activity
under our stock option plans. | | | | | | | | |
| | | Shares | | | Weighted Average
Exercise Price | |
Outstanding, September 30, 2014 | | | 170,000 | | | $ | 5.46 | |
Options granted | | | 37,000 | | | | 7.25 | |
Exercised | | | — | | | | — | |
Forfeited and Cancelled | | | (74,000 | ) | | | 5.76 | |
| | | | | | | | |
Outstanding, September 30, 2015 | | | 133,000 | | | $ | 5.79 | |
| | | | | | | | |
Options granted | | | — | | | | — | |
Exercised | | | 42,500 | | | | 5.17 | |
Forfeited and Cancelled | | | (11,000 | ) | | | 3.60 | |
| | | | | | | | |
Outstanding, September 30, 2016 | | | 79,500 | | | $ | 6.43 | |
| | | | | | | | |
Options granted | | | — | | | | — | |
Exercised | | | 33,750 | | | | 6.46 | |
Forfeited and Cancelled | | | — | | | | — | |
| | | | | | | | |
Outstanding, September 30, 2017 | | | 45,750 | | | $ | 6.42 | |
| | | | | | | | |
relating to options granted in the years ended September 30, 2013 and 2015.
| | | | | | | | | | | |
| Shares | | Weighted Average Exercise Price |
| Outstanding, September 30, 2017 | 45,750 | | | $ | 6.42 | |
| Options granted | — | | | — | |
| Exercised | 1,500 | | | 7.21 | |
| Forfeited and canceled | — | | | — | |
| Outstanding, September 30, 2018 | 44,250 | | | $ | 6.39 | |
| Options granted | — | | | — | |
| Exercised | 22,500 | | | 6.43 | |
| Forfeited and canceled | — | | | — | |
| Outstanding, September 30, 2019 | 21,750 | | | $ | 6.35 | |
| Options granted | — | | | — | |
| Exercised | 5,750 | | | 5.95 | |
| Forfeited and canceled | — | | | — | |
| Outstanding, September 30, 2020 | 16,000 | | | $ | 6.49 | |
| | | |
The following table summarizes options outstanding and exercisable at September 30,
2017: | | | | | | | | | | | | | | | | | | | | | | |
Exercise Prices | | | Outstanding as of
September 30,
2017 | | | Remaining
Contractual Life
in Years | | | Weighted-
Average Exercise
Price | | | Exercisable as of
September 30,
2017 | | | Weighted-
Average Exercise
Price | |
| $ | 5.76 | | | | 25,500 | | | | 5.58 | | | $ | 5.76 | | | | 25,500 | | | $ | 5.76 | |
| $ | 7.27 | | | | 11,000 | | | | 7.29 | | | $ | 7.27 | | | | 11,000 | | | $ | 7.27 | |
| $ | 7.21 | | | | 9,250 | | | | 7.34 | | | $ | 7.21 | | | | 9,250 | | | $ | 7.21 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | 45,750 | | | | | | | $ | 6.42 | | | | 45,750 | | | $ | 6.75 | |
| | | | | | | | | | | | | | | | | | | | | | |
Our 2011 options vested over a three year period at a rate ofone-third per year upon the annual anniversary date of the grant. 2020:
| | | | | | | | | | | | | | | | |
| | Outstanding and Exercisable as of September 30, 2020 | | Remaining Contractual Life in Years | | Weighted-Average Exercise Price |
| | 8,000 | | | 2.58 | | $5.76 |
| | 1,000 | | | 4.29 | | $7.27 |
| | 7,000 | | | 4.34 | | $7.21 |
| | 16,000 | | | | | $6.49 |
| | | | | | |
Our 2013 and 2015 options cliff vested at the end of a two year period ending at the anniversary date of the grant. All options expire ten years from the grant date if they are not exercised. Upon exercise of stock options, it is our policy to first issue shares from treasury,
stock, then issue new shares. Unexercised stock options expire
July 2021, May 2023, January 2025 and February 2025.
During the years ended September 30,
2017, 20162020, 2019, and
2015,2018, we recognized
$23, $70 and $(45), respectively,zero in compensation expense related to our stock option awards.
The intrinsic value of stock options outstanding and exercisable was
$306$405 and
$286$254 at September 30,
2017,2020, and
2016,2019, respectively. The intrinsic value is calculated as the difference between the fair value as of the end of the period and the exercise price of the stock options.
12.
13. RELATED-PARTY TRANSACTIONS
The Company is a party to a sublease agreement with Tontine Associates, L.L.C., an affiliate of Tontine, for corporate office space in Greenwich, Connecticut. The lease was renewed for a three-year term in April 2016November 2019, with an increase in the monthly rent to $8, reflecting the increase paid by Tontine Associates, L.L.C. to its
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
landlord and the Company’s increased use of the corporate office space. The lease has terms at market rates and paymentsapproximately $8. Payments by the Company are at a rate consistent with that paid by Tontine Associates L.L.C. to its landlord. See Note 3, “Controlling“Controlling Shareholder” for additional information regarding Tontine.
13.
14. EMPLOYEE BENEFIT PLANS
In November 1998, we established the IES Holdings, Inc. 401(k) Retirement Savings Plan. All full-time IES employees are eligible to participate on the first day of the month subsequent to completing sixty days of service and attaining age
twenty-one. Participants become vested in our matching contributions following three years of service. We also maintain several subsidiary retirement savings plans. We recognized
$1,157, $737,$2,326, $2,144, and
$387$1,895 in matching expenses in fiscal years
2017, 20162020, 2019, and
2015,2018, respectively.
Under the Executive Deferred Compensation Plan adopted on July 1, 2004 (the “Executive Savings Plan”), certain employees are permitted to defer a portion (up to 75%) of their base salary and/or bonus for a plan year. The Human Resources and Compensation Committee of the Board of Directors may, in its sole discretion, credit one or more participants with an employer deferral (contribution) in such amount as the Committee may choose (“Employer Contribution”). The Employer Contribution, if any, may be a fixed dollar amount, a fixed percentage of the participant’s compensation, base salary, or bonus, or a “matching” amount with respect to all or part of the participant’s elective deferrals for such plan year, and/or any combination of the foregoing as the Committee may choose. No compensation earned during the years ended September 30,
2017, 20162020, 2019, or
20152018 was deferred under this plan.
Post Retirement Benefit Plans
Certain individuals at one of the Company’s locations are entitled to receive fixed annual payments that reach a maximum amount, as specified in the related agreements, for a ten year period following retirement or, in some cases, the attainment of 62 years of age. We recognize the unfunded status of the plan
as ain accrued expenses and other non-current liability liabilities in our Consolidated Balance
Sheet.Sheets. Benefits vest 50% after ten years of service, which increases by 10% per annum until benefits are fully vested after 15 years of service. We had an unfunded benefit liability of
$815$719 and
$875$738 recorded as of September 30,
20172020 and
2016,2019, respectively. We recognized compensation expense
included in "Selling, general and administrative expenses" in the Consolidated Statement of Comprehensive Income related to these agreements of
zero, $65,$41, $42, and
$110 during the years ended September 30,
2017, 20162020, 2019, and
2015,2018, respectively.
Multiemployer Pension Plan
The Infrastructure Solutions
segment participates in a multiemployer direct benefit pension plan for employees covered under
one of our collective bargaining
agreement.agreements. We do not administer the plan. We do not significantly participate in this plan. As of December 31,
2016,2019, this plan was funded at
82.82%83.32%.
14.
15. FAIR VALUE MEASUREMENTS
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 (1) the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value.
At September 30, 2020, financial assets and liabilities measured at fair value on a recurring basis were limited to our Executive Deferred Compensation Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the plan).
Financial assets and liabilities measured at fair value on a recurring basis as of September 30,
2017,2020 and 2019, are summarized in the following
tabletables by the type of inputs applicable to the fair value measurements:
| | | | | | | | | | | | |
| | | September 30, 2017 | |
| | | Total Fair Value | | | Quoted Prices
(Level 1) | | | Significant
Unobservable
(Level 3) | |
Executive savings plan assets | | $ | 641 | | | $ | 641 | | | $ | — | |
Executive savings plan liabilities | | | (529 | ) | | | (529 | ) | | | — | |
Contingent consideration liability | | | (786 | ) | | | — | | | | (786 | ) |
| | | | | | | | | | | | |
Total | | $ | (674 | ) | | $ | 112 | | | $ | (786 | ) |
| | | | | | | | | | | | |
Financial assets
| | | | | | | | | | | | | | | | | |
| September 30, 2020 |
| Total Fair Value | | Quoted Prices (Level 1) | | Significant Unobservable (Level 3) |
| Executive savings plan assets | $ | 766 | | | $ | 766 | | | $ | — | |
| Executive savings plan liabilities | (644) | | | (644) | | | — | |
| | | | | |
| Total | $ | 122 | | | $ | 122 | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| September 30, 2019 |
| Total Fair Value | | Quoted Prices (Level 1) | | Significant Unobservable (Level 3) |
| Executive savings plan assets | $ | 763 | | | $ | 763 | | | $ | — | |
| Executive savings plan liabilities | (646) | | | (646) | | | — | |
| Contingent consideration liability | (11) | | | — | | | (11) | |
| Total | $ | 106 | | | $ | 117 | | | $ | (11) | |
In fiscal years 2016, 2017, and
liabilities measured at fair value on a recurring basis as of September 30, 2016, are summarized in the following table by the type of inputs applicable to the fair value measurements: | | | | | | | | | | | | |
| | | September 30, 2016 | |
| | | Total Fair Value | | | Quoted Prices
(Level 1) | | | Significant
Unobservable
(Level 3) | |
Executive savings plan assets | | $ | 599 | | | $ | 599 | | | $ | — | |
Executive savings plan liabilities | | | (486 | ) | | | (486 | ) | | | — | |
Contingent consideration liability | | | (1,100 | ) | | | — | | | | (1,100 | ) |
| | | | | | | | | | | | |
Total | | $ | (987 | ) | | $ | 113 | | | $ | (1,100 | ) |
| | | | | | | | | | | | |
Contingent2018, we entered into contingent consideration liabilities arearrangements related to our acquisitions of Calumet Armature & Electric, LLC (“Calumet”) in October 2015, Freeman Enclosure Systems, LLC and its affiliate Strategic Edge LLC (together, “Freeman”) in March 2017, and Technical Services II, LLC (“Technical Services”) in June 2017.certain acquisitions. Please see Note 19, “Business Combinations” for further discussion. At September 30, 2017,2020, we estimated the fair value of thethese contingent consideration liabilityliabilities at $786.0. The table below presents a reconciliation of the fair value of this obligation,these obligations, which used significant unobservable inputs (Level 3).
| | | | |
| | | Contingent
Consideration
Agreement | |
Fair Value at September 30, 2016 | | $ | 1,100 | |
Issuances | | | 366 | |
Settlements | | | (535 | ) |
Adjustments to Fair Value | | | (145 | ) |
| | | | |
Fair Value at September 30, 2017 | | $ | 786 | |
| | | | |
| | | | | |
| Contingent Consideration Agreement |
| Fair Value at September 30, 2019 | $ | 11 | |
| Issuances | — | |
| Settlements | — | |
| Net adjustments to fair value | (11) | |
| Fair Value at September 30, 2020 | $ | 0 | |
| |
| |
Below is a description of the inputs used to value the assets summarized in the preceding tables:
Level 1 — Inputs represent unadjusted quoted prices for identical assets exchanged in active markets.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Level 2 — Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets exchanged in active or inactive markets; quoted prices for identical assets exchanged in inactive markets; and other inputs that are considered in fair value determinations of the assets.
Level 3 — Inputs include unobservable inputs used in the measurement of assets. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or related observable inputs that can be corroborated at the measurement date.15.
Inventories consist of the following components:
| | | | | | | | |
| | | September 30,
2017 | | | September 30,
2016 | |
Raw materials | | $ | 4,104 | | | $ | 2,538 | |
Work in process | | | 3,731 | | | | 4,158 | |
Finished goods | | | 1,692 | | | | 1,558 | |
Parts and supplies | | | 7,396 | | | | 4,982 | |
| | | | | | | | |
Total inventories | | $ | 16,923 | | | $ | 13,236 | |
| | | | | | | | |
16.
| | | | | | | | | | | |
| September 30, |
| 2020 | | 2019 |
| Raw materials | $ | 3,232 | | | $ | 4,104 | |
| Work in process | 4,894 | | | 6,301 | |
| Finished goods | 1,186 | | | 1,861 | |
| Parts and supplies | 15,577 | | | 9,277 | |
| Total inventories | $ | 24,889 | | | $ | 21,543 | |
17. GOODWILL AND INTANGIBLE ASSETS
The following
is a progressionsummarizes changes in the carrying value of goodwill by segment for the years ended September 30,
2017, 20162020 and
2015: | | | | | | | | | | | | | | | | |
| | | Commercial
& Industrial | | | Infrastructure
Solutions | | | Residential | | | Total | |
Balance at September 30, 2015 | | $ | — | | | $ | 8,618 | | | $ | 8,631 | | | $ | 17,249 | |
Acquisitions “Note 18” | | | 3,806 | | | | 19,458 | | | | — | | | | 23,264 | |
Divestitures “Note 18” | | | — | | | | (577 | ) | | | — | | | | (577 | ) |
| | | | | | | | | | | | | | | | |
Balance at September 30, 2016 | | | 3,806 | | | | 27,499 | | | | 8,631 | | | | 39,936 | |
Acquisitions “Note 18” | | | 3,411 | | | | 3,710 | | | | — | | | | 7,121 | |
Divestitures “Note 18” | | | — | | | | (51 | ) | | | — | | | | (51 | ) |
Purchase Accounting Adjustments | | | (41 | ) | | | (272 | ) | | | — | | | | (313 | ) |
| | | | | | | | | | | | | | | | |
Balance at September 30, 2017 | | $ | 7,176 | | | $ | 30,886 | | | $ | 8,631 | | | $ | 46,693 | |
| | | | | | | | | | | | | | | | |
Based upon2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Communications | | Residential | | Infrastructure Solutions | | Commercial & Industrial | | Total |
| Balance at September 30, 2018 | $ | 2,816 | | | $ | 9,979 | | | $ | 30,931 | | | $ | 6,976 | | | $ | 50,702 | |
| Divestitures | — | | | — | | | (119) | | | — | | | (119) | |
| Purchase accounting adjustments | — | | | 39 | | | — | | | — | | | 39 | |
| Balance at September 30, 2019 | 2,816 | | | 10,018 | | | 30,812 | | | 6,976 | | | 50,622 | |
| Acquisitions (Note 19) | — | | | 6,201 | | | 3,916 | | | — | | | 10,117 | |
| Goodwill impairment | — | | | — | | | — | | | (6,976) | | | (6,976) | |
| Balance at September 30, 2020 | $ | 2,816 | | | $ | 16,219 | | | $ | 34,728 | | | $ | 0 | | | $ | 53,763 | |
| | | | | | | | | |
Throughout 2020, our Commercial & Industrial reporting unit continued to experience operating losses. Although we have maintained a focus on operational improvements and cost reductions, our performance continued to be affected by the resultsongoing COVID-19 pandemic and other market factors which delayed the awarding of new projects, decreased demand for new construction in market sectors such as retail, office, and hospitality, and negatively impacted our revenue, profitability and backlog. As a result of this increasingly competitive and uncertain environment, and the financial performance of this reporting unit, we concluded in performing our annual goodwill impairment analysis,assessment that the fair value of our Infrastructure Solutions and Commercial & Industrial segments exceededreporting unit was less than its carrying amount, which resulted in the book value atrecognition of a non-cash goodwill impairment charge of $6,976 for the year ended September 30, 2017,2020.
In performing the goodwill impairment test, we compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of the reporting unit is estimated using a combination of (i) an analysis of trading multiples of comparable companies (market method) and warranted no impairment.(ii) discounted projected cash flows (income method). The market method utilizes comparable publicly traded companies’ enterprise values, as compared to their recent and forecasted earnings. The income method measures the present value of the reporting unit’s projected future annual cash flows over the next five years with a terminal value assumption. We evaluated goodwill attributableuse a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, costs and expenses and capital expenditures.
We believe the combination of these approaches and our Residential segment qualitatively,judgment regarding underlying assumptions and have concluded no impairmentestimates provides us with the best estimate of fair value for each of our reporting units, and that these valuation methods are widely used by market participants in our industry. The fair value of our reporting units is indicated.
IES HOLDINGS, INC.
Notesaffected by assumptions regarding future market conditions and the demand for our services, our ability to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
execute future projects successfully, and the cost of capital. Our estimate of fair value requires us to use significant unobservable inputs, representative of Level 3 fair value measurements.
Intangible assets consist of the following:
| | | | | | | | | | | | | | | | |
| | | Estimated
Useful Lives
(in Years) | | | September 30, 2017 | |
| | | | Gross Carrying
Amount | | | Accumulated
Amortization | | | Net | |
Trademarks/trade names | | | 5 - 20 | | | $ | 4,643 | | | $ | 440 | | | $ | 4,203 | |
Technical library | | | 20 | | | | 400 | | | | 81 | | | | 319 | |
Customer relationships | | | 6 - 15 | | | | 31,115 | | | | 4,741 | | | | 26,374 | |
Developed technology | | | 4 | | | | — | | | | — | | | | — | |
Backlog | | | 1 | | | | 2,412 | | | | 2,130 | | | | 282 | |
Construction contracts | | | 1 | | | | 2,399 | | | | 2,164 | | | | 235 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 40,969 | | | $ | 9,556 | | | $ | 31,413 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Estimated
Useful Lives
(in Years) | | | September 30, 2016 | |
| | | | Gross Carrying
Amount | | | Accumulated
Amortization | | | Net | |
Trademarks/trade names | | | 5 - 20 | | | $ | 3,845 | | | $ | 139 | | | $ | 3,706 | |
Technical library | | | 20 | | | | 400 | | | | 61 | | | | 339 | |
Customer relationships | | | 6 - 15 | | | | 27,414 | | | | 2,003 | | | | 25,411 | |
Developed technology | | | 4 | | | | 400 | | | | 358 | | | | 42 | |
Backlog | | | 1 | | | | 1,621 | | | | 545 | | | | 1,076 | |
Construction contracts | | | 1 | | | | 2,191 | | | | 1,042 | | | | 1,149 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 35,871 | | | $ | 4,148 | | | $ | 31,723 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | September 30, 2020 |
| Estimated Useful Lives (in Years) | | Gross Carrying Amount | | Accumulated Amortization | | Net |
| Trademarks/trade names | 5 | - | 20 | | $ | 7,754 | | | $ | (1,741) | | | $ | 6,013 | |
| Technical library | 20 | | 400 | | | (141) | | | 259 | |
| Customer relationships | 6 | - | 15 | | 46,449 | | | (14,900) | | | 31,549 | |
| Non-competition arrangements | 5 | | 40 | | | (17) | | | 23 | |
| Backlog and construction contracts | 1 | | 3,383 | | | (1,870) | | | 1,513 | |
| Total | | | $ | 58,026 | | | $ | (18,669) | | | $ | 39,357 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | September 30, 2019 |
| Estimated Useful Lives (in Years) | | Gross Carrying Amount | | Accumulated Amortization | | Net |
| Trademarks/trade names | 5 | - | 20 | | $ | 5,084 | | | $ | (1,267) | | | $ | 3,817 | |
| Technical library | 20 | | 400 | | | (121) | | | 279 | |
| Customer relationships | 6 | - | 15 | | 33,539 | | | (11,051) | | | 22,488 | |
| Non-competition arrangements | 5 | | 40 | | | (9) | | | 31 | |
| Backlog and construction contracts | 1 | | 599 | | | (591) | | | 8 | |
| Total | | | $ | 39,662 | | | $ | (13,039) | | | $ | 26,623 | |
For the years ended September 30,
2017, 20162020, 2019, and
2015,2018, amortization expense of intangible assets was
$5,766, $2,936$6,424, $3,950 and
$381,$4,101, respectively. Our
estimated future amortization expense for years
endedending September 30 is as follows:
| | | | |
Year Ended September 30, | | | |
2018 | | $ | 3,867 | |
2019 | | | 3,252 | |
2020 | | | 3,167 | |
2021 | | | 2,865 | |
2022 | | | 2,795 | |
Thereafter | | | 15,467 | |
| | | | |
Total | | $ | 31,413 | |
| | | | |
17.
| | | | | |
| Year Ending September 30, |
| 2021 | $ | 6,217 | |
| 2022 | 4,634 | |
| 2023 | 4,241 | |
| 2024 | 3,898 | |
| 2025 | 3,571 | |
| Thereafter | 16,796 | |
| Total | $ | 39,357 | |
18. COMMITMENTS AND CONTINGENCIES
From time to time we are a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. We maintain various insurance coverages to minimize financial risk associated with these proceedings. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our financial position, results of operations or cash flows. With respect to all such proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We expense routine legal costs related to these proceedings as they are incurred.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
The following is a discussion As 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 subsidiaries discontinued operations, and the Company sold their assets.
On October 24, 2013, Capstone filed a petition in the 12th Judicial District Court of Walker County, Texas against these subsidiaries, among other subcontractors, seeking contribution, defense, indemnity and damages for breach of contract in connection with alleged construction defect claims brought against Capstone by the owner of the student housing project. The owner claims $10,406 in damages, plus attorneys’ fees and costs against Capstone, which Capstone is seeking to recover from the subcontractors. The claims against the Company are based on alleged defects in the mechanical design, construction and installation of the HVAC and electrical systems performed by our former subsidiaries.
Based on the settlement reached in the 2005 arbitration,September 30, 2020, we moved for, and the District Court granted us, summary judgment, dismissing all of Capstone’s claims in the 2013 lawsuit. Capstone appealed, and in April 2016, the 10th Court of Appeals, Waco, Texas Division, reversed the ruling with respect to the indemnity claims and remanded the case back to the District Court. The Texas Supreme Court subsequently denied our petition to review this decision and our motion for rehearing, and our subsequent motion for summary judgment at the District Court level was denied.
The Company attended mediation in June 2017 and did not reach a settlement. The Company understands that the University reached a settlement in principle with all parties except IES, and that Capstone assigned its claims for indemnity against IES to the University as a part of the settlement agreement. The University has not formally assertedhave any damages against IES on that claim. In October 2017, the University and IES participated in a second mediation but no settlement was reached. There is no current trial setting in this matter, but it is likely to be set for trial during 2018 if no settlement is reached.
The Company will defend the claims and expects ultimately to prevail on the merits, but there can be no assurance that the Company will prevail or that it will not incur costs and liability for indemnity in connection with resolution of the claims. To date, the Company has not established a reserve with respect to this matter, as we believe the likelihood of our responsibility for damages is not probable and a potential range of exposure is not reasonably estimable.
USAMRIID Claim
On December 6, 2017, IES Commercial, Inc. filed suit in the United States District Court of Maryland in the matterUSA for the use and benefit of IES Commercial, Inc. and IES Commercial, Inc. v. Manhattan Construction Co., Torcon, Inc., Manhattan Torcon A Joint Venture, Federal Ins. Co., Fidelity & Deposit Co. of Maryland, Zurich American Ins. Co., and Travelers Casualty & Surety Co. This suit relates to a large project which has been ongoing since 2009, and was scheduled for completion in early 2013. As the Company previously disclosed, the Company entered into a subcontract in 2009 with Manhattan Torcon A Joint Venture to perform subcontracting services at the U.S. Army Medical Research Institute for Infectious Diseases (“USAMRIID”) replacement facility project for a contract value of approximately $61,146, subject to additions or deductions.
material pending legal proceedings.IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
Because of delays on the project and additional work the Company performed, the Company believes it is owed approximately $21,000 for claims incurred as of August 31, 2017 and an additional approximate $4,500 for claims the Company expects to incur from August 31, 2017 through completion of the project.
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
Risk Management
We retain the risk for workers’ compensation, employer’s liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insureds under our insurance policies. Losses
up to the deductible amounts, or losses that are not covered under our policies, are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. As a result, many of our claims are effectively self-insured. Many claims against our insurance are in the form of litigation. At September 30,
20172020 and
September 30, 2016,2019, we had
$6,204$6,254 and
$5,464,$6,683, respectively, accrued for
insuranceself-insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of September 30,
20172020 and
September 30, 2016,2019, we had
$218$36 and
$235,$90, respectively, reserved for these claims. Because the reserves are based on judgment and estimates, and involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates or that the timing of payments will not create liquidity issues for the Company.
Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral. This is common in the insurance industry. To date, we have not had a situation where an underwriter has had reasonable cause to effect payment under a letter of credit. At September 30,
2017, $5,9852020, $5,464 of our outstanding letters of credit was utilized to collateralize our insurance program.
As of September 30,
2017,2020, the estimated cost to complete our bonded projects was approximately
$35,389.$92,856. 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 revolving credit facility.
Other Commitments and Contingencies
Some of our customers and vendors require us to post letters of credit,
or provide intercompany guarantees, as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the letter of credit. At September 30,
2017, $5082020, $200 of our outstanding letters of credit were to collateralize our vendors.
From time to time, we may enter into firm purchase commitments for materials, such as copper or aluminum wire, which we expect to use in the ordinary course of business. These commitments are typically for terms of less
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
than one year and require us to buy minimum quantities of materials at specific intervals at a fixed price over the term. As of September 30, 2017,2020, we had no such significant commitments.
18.
19. BUSINESS COMBINATIONS
AND DIVESTITURESBusiness Combinations
The Company completed
threetwo acquisitions
induring the year ended September 30,
2017:2020 for a total aggregate cash consideration of $28,952.Freeman Enclosure
• Aerial Lighting & Electric, Inc. (“Aerial”) – On February 18, 2020, we acquired 100% of the equity interests in Aerial, a Naugatuck, Connecticut-based electrical contractor specializing in the design and installation of electrical systems for multi-family developments. The acquisition of Aerial furthers our Residential segment's growth strategy by providing a foothold in the Northeast market.
• Plant Power & Control Systems, LLC — We(“PPCS”) – On February 21, 2020, we acquired 100% of the membership interests in PPCS, a Birmingham, Alabama-based manufacturer and associated real estateinstaller of Freeman and its affiliate Strategic Edge, LLC on March 16, 2017. Strategic Edge, LLC was subsequently merged into Freeman, with Freeman as the surviving entity. Freeman is included incustom engineered power distribution equipment. The acquisition of PPCS furthers our Infrastructure Solutions segment. Freeman’s ability to manufacture custom generator enclosures has expanded our 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, including 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 segment. 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 specializingsegment's growth strategy by accelerating their expansion 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 Company’s Commercial & Industrial segment.Southeast market.
The total aggregate consideration of $20,979 for these three acquisitions includes aggregate cash consideration of $20,613 and contingent consideration in connection with the Freeman and Technical Services acquisitions with aggregate acquisition date fair value estimated at $366. Of the cash consideration, $20,213 was paid on the various acquisition dates, and the remaining $400 is payable within 18 months of the transaction date, after deducting certain seller liabilities. The fair value of the contingent consideration liability was estimated at $786 as of September 30, 2017 and is included in othernon-current liabilities on our condensed consolidated balance sheets.
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
The Company accounted for the transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations derived from estimated fair value assessments and assumptions used by management are preliminary pending finalization of 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 recorded. The preliminary valuation of the assets acquired and liabilities assumed as of the various acquisition dates is as follows:
| | | | |
Current assets | | $ | 13,578 | |
Property and equipment | | | 8,319 | |
Intangible assets (primarily customer relationships) | | | 5,498 | |
Goodwill | | | 7,121 | |
Current liabilities | | | (10,696 | ) |
Long term liabilities | | | (314 | ) |
Deferred tax liability | | | (1,114 | ) |
Noncontrolling interest | | | (1,413 | ) |
| | | | |
Net assets acquired | | $ | 20,979 | |
| | | | |
| | | | | |
| Current assets | $ | 5,660 | |
| Property and equipment | 489 | |
| Operating right of use asset | 331 | |
| Intangible assets | 18,276 | |
| Goodwill | 10,117 | |
| Current liabilities | (3,802) | |
| Operating long-term lease liabilities | (170) | |
| Deferred tax liability | (1,949) | |
| Net assets acquired | $ | 28,952 | |
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 Freeman, Technical Services and NEXT Electric transactions,these acquisitions, we acquired goodwill of
$7,121,$10,117 of which
$3,411$3,916 is tax deductible.
The intangible assets acquired primarily consisted of customer relationships with a total weighted-average amortization period of 8.8 years.
In conjunction with these acquisitions, we acquired receivables totaling
$11,223,$3,190, of which we
estimateestimated none to be uncollectible at the date of acquisition.
In the aggregate, these three These acquisitions contributed $18,413$21,836 in additional revenue and $137$812 in additional operating income during the year ended September 30, 2017.
Noncontrolling Interest
Our agreements governing the operations of STR and NEXT Electric contain a provision where, at any time after five years from the acquisition date, we may purchase all or a portion of the 20% noncontrolling interest. Pursuant to this provision, we may purchase the noncontrolling interest, or, with notice, the noncontrolling interest holders may cause us to purchase their interests, for a contractually determined price based on the trailing 2 year earnings before interest, taxes, depreciation, and amortization of STR and NEXT Electric, calculated at the time of the purchase.
As of the acquisition date, the fair value of the noncontrolling interest in STR and NEXT Electric was equal to 20% of the overall fair value of STR and NEXT Electric.
2020.
Unaudited Pro Forma Information
The following unaudited supplemental pro forma results of operations include the results of the three acquisitions completed during year ended September 30, 2017, as described above, as if each had been acquired as of October 1, 2015, and have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, finalization of the valuations of deferred taxes, fixed assets, and certain intangible assets, as well as other factors, many of which are beyond IES’s control. Cost savings and other synergy benefits resulting from the business combination have not been included in pro forma results.
The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as the recording of depreciation expense in connection with fair value adjustments to property and equipment, amortization expense in connection with recording acquired identifiable intangible assets at fair value, and interest expense calculated on the $20,000 drawn on the Company’s available line of credit at a rate of 2.5%. The unaudited pro forma financial information also includes the effect of certainnon-recurring items as of October 1, 2015 such as $665 of tax benefits and acquisition related costs of $458 incurred during the year ended September 30, 2017, which are shown as if they had been incurred on October 1, 2015.
The supplemental pro forma results of operations for the years ended September 30, 2017 and 2016, as if the acquisitions had been completed on October 1, 2015, are as follows:
| | | | | | | | |
| | | Unaudited | |
| | | Year Ended
September 30, 2017 | | | Year Ended
September 30, 2016 | |
Revenues | | $ | 855,783 | | | $ | 778,781 | |
Net Income | | $ | 13,676 | | | $ | 118,071 | |
Divestitures
In February 2016, our Board of Directors approved a plan for the sale of substantially all of the operating assets of HK Engine Components, LLC (“HK”), a wholly-owned subsidiary of the Company operating in the Infrastructure Solutions segment. In connection with the sale, we allocated $577 of goodwill to the disposal group. In conjunction with the write down of these assets to their net realizable value of $2,200, we then recognized a loss of $821, recorded within “(Gain) loss on sale of assets” within our Consolidated Statement of Comprehensive Income for the year ended September 30, 2016.2020 are calculated as if each acquisition occurred as of October 1 of the fiscal year prior to consummation.
| | | | | | | | | | | | | | | | | |
| | | Unaudited |
| | | Twelve Months Ended September 30, |
| | | 2020 | | 2019 |
| Revenues | | $ | 1,208,020 | | $ | 1,118,460 | |
| Net income attributable to IES Holdings, Inc. | $ | 43,285 | | $ | 34,967 | |
20. SUBSEQUENT EVENTS
On November 5, 2020, we acquired all of the stock in K.E.P. Electric, Inc., a Batavia, Ohio-based electrical contractor specializing in the design and installation of electrical systems for single-family housing and multi-family developments. This business will operate as a subsidiary in our Residential segment. On November 19, 2020, we acquired all of the stock of Wedlake Fabricating, Inc., a Tulsa, Oklahoma-based manufacturer of custom generator enclosures. This business will operate as a subsidiary in our Infrastructure Solutions segment. The
sale of these assets toacquisitions were financed using cash on hand, and do not have a
third party was completedmaterial impact on
April 15, 2016.19.our overall liquidity.
21. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Quarterly financial information for the years ended September 30,
20172020 and
2016 are2019 is summarized as follows:
| | | | | | | | | | | | | | | | |
| | | Fiscal Year Ended September 30, 2017 | |
| | | First
Quarter | | | Second
Quarter | | | Third
Quarter | | | Fourth
Quarter | |
Revenues | | $ | 192,178 | | | $ | 203,662 | | | $ | 208,323 | | | $ | 206,581 | |
Gross profit | | $ | 35,182 | | | $ | 31,814 | | | $ | 35,398 | | | $ | 38,104 | |
Net income attributable to IES Holdings, Inc. | | $ | 3,872 | | | $ | 536 | | | $ | 5,868 | | | $ | 3,146 | |
| | | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.18 | | | $ | 0.02 | | | $ | 0.27 | | | $ | 0.15 | |
Diluted | | $ | 0.18 | | | $ | 0.02 | | | $ | 0.27 | | | $ | 0.14 | |
IES HOLDINGS, INC.
Notes to Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, 2020 | |
| First | | Second | | Third | | Fourth | |
| Quarter | | Quarter | | Quarter | | Quarter | |
| Revenues | $ | 276,043 | | | $ | 291,277 | | | $ | 293,125 | | | $ | 330,411 | | |
| Gross profit | $ | 50,215 | | | $ | 51,264 | | | $ | 58,320 | | | $ | 68,160 | | |
| Net income (loss) attributable to IES Holdings, Inc. | $ | 8,502 | | | $ | 6,231 | | | $ | 12,260 | | | $ | 14,606 | | |
| | | | | | | | |
| Earnings (loss) per share attributable to IES Holdings, Inc.: | | | | | | | | |
| Basic | $ | 0.40 | | | $ | 0.30 | | | $ | 0.58 | | | $ | 0.69 | | |
| Diluted | $ | 0.39 | | | $ | 0.29 | | | $ | 0.58 | | | $ | 0.68 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended September 30, 2019 | |
| First | | Second | | Third | | Fourth | |
| Quarter | | Quarter | | Quarter | | Quarter | |
| Revenues | $ | 243,842 | | | $ | 256,914 | | | $ | 282,633 | | | $ | 293,607 | | |
| Gross profit | $ | 41,601 | | | $ | 43,235 | | | $ | 46,397 | | | $ | 50,870 | | |
| Net income (loss) attributable to IES Holdings, Inc. | $ | 6,884 | | | $ | 5,489 | | | $ | 10,972 | | | $ | 9,861 | | |
| | | | | | | | |
| Earnings (loss) per share attributable to IES Holdings, Inc.: | | | | | | | | |
| Basic | $ | 0.32 | | | $ | 0.26 | | | $ | 0.52 | | | $ | 0.47 | | |
| Diluted | $ | 0.32 | | | $ | 0.26 | | | $ | 0.52 | | | $ | 0.46 | | |
The sum of the individual quarterly earnings per share amounts may not agree with
year-to-date earnings per share as each period’s computation is based on the weighted average number of shares outstanding during the period.
| | | | | | | | | | | | | | | | |
| | | Fiscal Year Ended September 30, 2016 | |
| | | First
Quarter | | | Second
Quarter | | | Third
Quarter | | | Fourth
Quarter | |
Revenues | | $ | 150,766 | | | $ | 159,981 | | | $ | 179,599 | | | $ | 205,647 | |
Gross profit | | $ | 27,633 | | | $ | 27,812 | | | $ | 33,997 | | | $ | 37,538 | |
Net income attributable to IES Holdings, Inc. | | $ | 5,799 | | | $ | 2,194 | | | $ | 10,805 | | | $ | 101,980 | |
| | | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.27 | | | $ | 0.10 | | | $ | 0.50 | | | $ | 4.75 | |
Diluted | | $ | 0.27 | | | $ | 0.10 | | | $ | 0.50 | | | $ | 4.74 | |
The sum
We recorded a goodwill impairment charge of $6,976 in the individual quarterly earnings per share amounts may not agreefourth quarter 2020.
Item 9. Changes in and Disagreements withyear-to-date earnings per share as each period’s computation is based Accountants on the weighted average number of shares outstanding during the period.Accounting and Financial Disclosure
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9A. | Controls and Procedures |
Item 9A. Controls and Procedures
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules
13a-15 and
15d-15 under the Exchange Act) during the fiscal quarter ended September 30,
20172020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Disclosure Controls and Procedures
In accordance with
Rules 13a-15 and
15d-15 under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our
PresidentChief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our
PresidentChief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30,
2017,2020, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our
PresidentChief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management, including the Company’s
PresidentChief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s Management and Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 framework). Based on this assessment, our management determined that our disclosure controls and procedures were effective as of September 30,
2017.In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, we have excluded Freeman Enclosure Systems, LLC and NEXT Electric, LLC because they were acquired during the year ended September 30, 2017. Excluding goodwill and intangible assets, these operations accounted for less than 6% of our total assets and less than 3% of our consolidated revenues for the year then ended.
2020.
Ernst & Young LLP, an independent registered public accounting firm that has audited the Company’s financial statements as of and for the three-year period ended September 30, 2017,2020, has issued a report on their audit of management’s internal control over financial reporting, which is included herein.Item 9B. | Other Information |
Item 9B. Other Information
None.
PART III
Item 10. | Directors, Executive Officers and Corporate Governance |
Item 10. Directors, Executive Officers and Corporate Governance
The information required to be included Item 10 of Part III of this Annual Report on
Form 10-K is incorporated by reference from
the section entitled "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K and the sections entitled “Security Ownership of Certain Beneficial Owners and
Management;” “Section 16(a) Beneficial Ownership Reporting Compliance;Management,” “Report of the Audit Committee” and “Election of Directors” in the Company’s definitive Proxy Statement for its
20182021 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC no later than
December 31, 2017.Item 11. | Executive Compensation |
January 28, 2021.
Item 11. Executive Compensation
The information required to be included in Item 11 of Part III of this Annual Report on
Form 10-K is incorporated by reference from the section entitled “Executive Compensation” in the Proxy Statement.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
Certain information required to be included in Item 12 of Part III of this Annual Report on
Form 10-K is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Securities Authorized for Issuance Under Equity
Compensation Plan InformationPlans
The following table provides information as of September 30, 20172020 with respect to shares of our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of the Board of Directors under the Company’s existing equity compensation plans. For additional information about our equity compensation plans, see Note 11,12, “Stockholders’ Equity” in the notes to our Consolidated Financial Statements set forth in Item 8. “Financial Statements and Supplementary Data” of this Annual Report onForm 10-K. | | | | | | | | | | | | |
Plan Category | | (a) Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights | | | (b) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights | | | (c) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a)) | |
Equity compensation plans approved by security holders | | | — | | | | — | | | | 1,060,191 | (1) |
Equity compensation plans not approved by security holders | | | 453,750 | (2) | | $ | 6.42 | | | | — | |
(1) | Represents shares available for issuance under the Company’s 2006 Equity Incentive Plan, which was amended and restated effective February 9, 2016 (the “Amended Plan”), following approval by shareholders at the Company’s annual stockholders’ meeting. This plan provides for the granting or awarding of stock options, stock, restricted stock and other forms of equity to employees (including officers), consultants and directors of the Company. This also includes 408,000 shares that may be issued pursuant to outstanding PPSUs and PCUs based on reported financial results, where applicable, and otherwise assuming the target award is met. |
(2) | Represents shares issuable upon exercise of outstanding options granted under the Company’s 2006 Equity Incentive Plan (amended and restated as of October 2007), which was in place prior to the Amended Plan. This includes 45,750 options with a weighted-average term of 6.35 years. This also includes 408,000 shares that may be issued pursuant to outstanding PPSUs, based on reported financial results, where applicable, and otherwise assuming the target award is met. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Equity Compensation Plan Information
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| Equity compensation plans approved by security holders | | 204,501 | | | $ | — | | | 928,669 (1) |
| Equity compensation plans not approved by security holders | | 16,000 | | (2) | $ | 6.49 | | | — | |
(1) Represents shares available for issuance under the Company's 2006 Equity Incentive Plan, as amended and restated effective February 9, 2016 (the "Amended Plan"). This plan provides for the granting or awarding of stock options, stock, restricted stock and other forms of equity to employees (including officers), consultants and directors of the Company. This includes 204,501 shares that may be issued pursuant to outstanding performance based phantom stock units ("PPSUs") based on achievement of performance metrics, where applicable, and otherwise assuming the target award is met.
(2) Represents shares issuable upon exercise of outstanding options granted under the Company’s 2006 Equity Incentive Plan (as amended and restated as of October 2007), which was in place prior to the Amended Plan. This includes 16,000 options with a weighted-average term of 3.46 years.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required to be included in Item 13 of Part III of this Annual Report on
Form 10-K is incorporated by reference from the section entitled “Certain Relationships and Related Person Transactions” in the Proxy Statement.
Item 14. | Principal Accountant Fees and Services |
Item 14. Principal Accountant Fees and Services
The information required to be included in Item 14 of Part III of thisForm 10-K is incorporated by reference from the section entitled “Audit Fees” in the Proxy Statement.
PART IV
Item 15. | Exhibits, Financial Statement Schedules |
| (a) | Financial Statements and Supplementary Data, Financial Statement Schedules and Exhibits |
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Supplementary Data, Financial Statement Schedules and Exhibits
See Index to Financial Statements under Item 8,8. “Financial Statements and Supplementary Data”of this FromForm 10-K.
(b) Exhibits
| | |
No. | | Description |
| |
2.1 — | | Agreement and Plan of Merger effective as of March 13, 2013, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), IES Subsidiary Holdings, Inc. and MISCOR Group, Ltd. (Attached as part of Annex A to the joint proxy statement/prospectus that is part of Amendment No. 4 to the Company’s Registration Statement on Form S-4 filed on August 5, 2013) (the schedules and annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-K)
|
| |
2.2 — | | First Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), IES Subsidiary Holdings, Inc. and MISCOR Group, Ltd. (Attached as part of Annex A to the joint proxy statement/prospectus that is part of Amendment No. 4 to the Company’s Registration Statement on Form S-4 filed on August 5, 2013)
|
| |
2.3 — | | Stock Purchase Agreement dated as of June 1, 2016, by and among IES Infrastructure Solutions, LLC, IES Holdings, Inc., Technibus, Inc. and Technibus, LLC. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form8-K filed June 15, 2016) |
| |
| 3.1 — | | |
| |
| 3.2 — | | |
| |
| 3.3 — | | |
| |
| 4.1 — | | |
| |
| 4.2 — | | |
| |
| 4.3 — | | |
| |
| 4.4 — | | |
| | |
Exhibit
No.
4.5 — | | |
| |
10.1 — | | Restated Underwriting, Continuing Indemnity and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and certain of its subsidiaries and affiliates in favor of Federal Insurance Company. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 17, 2006)
|
| |
10.2 — | | First Amendment, dated as of October 30, 2006, to the Restated Underwriting, Continuing Indemnity, and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed November 6, 2006) |
| |
10.3 — | | Third Amendment, dated May 1, 2007, to the Restated Underwriting, Continuing Indemnity and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed October 12, 2007) |
| |
10.4 — | | Fourth Amendment to the Restated Underwriting, Continuing Indemnity and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K filed October 12, 2007) |
| |
10.5 — | | Rider to Add Principal/Indemnitor and Fifth Amendment, dated September 29, 2008, to Restated Underwriting, Continuing Indemnity, and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed October 24, 2008) |
| |
| 10.6 — | | Agreement of Indemnity, dated May 7, 2010, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania and any and all of their affiliates, subsidiaries, successors and assigns. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed May 13, 2010) |
| |
| 10.7 — | | Amendment No. 1 to Agreement of Indemnity, dated August 16, 2012, between Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania, and any and all of their affiliates, subsidiaries, successors and assigns (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed August 17, 2012) |
| |
10.8 — | | Agreement of Indemnity, dated May 7, 2013, by Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and XL Specialty Insurance Company, XL Reinsurance America, Inc. and Greenwich Insurance Company and their affiliates, subsidiaries, successors and assigns. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form10-Q filed May 13, 2013) |
| | |
Exhibit
No.
| | Description
|
| |
| 10.9 — | | |
| | | | | |
| 10.10 — | | |
| |
| 10.11 — | | Amended and Restated Credit and Security Agreement of Indemnity, dated September 24, 2014,August 17, 2020, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), each and certain of the other Borrowersitscurrent and Guarantors named thereinfuture subsidiaries and Wells Fargo Bank, National Association.affiliates and United States Fire Insurance Company andits affiliated, associated and subsidiary companies, successors and assigns (Incorporated byreference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed September 24, 2014)August 20, 2020) |
| |
| 10.12 — | | First Amendment, dated November 6, 2014, to Amended and Restated Credit and Security Agreement, dated as of September 24, 2014, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on December 9, 2016)
|
| |
10.13 — | | Second Amendment, dated May 3, 2016, to Amended and Restated Credit and Security Agreement, dated as of September 24, 2014, by and among Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.), each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed May 3, 2016) |
| |
10.14 — | | Third Amendment, dated September 9, 2016, to Amended and Restated Credit and Security Agreement, dated as of September 24, 2014, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on December 9, 2016)
|
| |
10.15 — | | |
| 10.13 — | |
10.16 — | | |
| 10.14 — | |
10.17 — | | Second Amendment to the Amended Credit Agreement, dated as of August 2, 2017, to Second Amended and Restated Credit and Security Agreement, dated as of April 10, 2017, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form10-Q filed on August 4, 2017) |
| 10.15 — | |
| 10.16 — | Fourth Amendment, dated as of May 17, 2019, to Second Amended and Restated Credit and Security Agreement, dated as of April 10, 2017, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed August 2, 2019) |
| 10.17 — | |
| 10.18 — | | |
| | |
Exhibit
No.
| | Description
|
| |
| 10.19 — | | First Amendment between Tontine Associates, L.L.C., IES Shared Services, Inc. and IES Management ROO, LP, dated as of March 31, 2016, to Sublease Agreement between Tontine Associates, L.L.C., and IES Shared Services, Inc., dated March 29, 2012. (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form10-Q filed on May 9, 2016) |
| |
| 10.20 — | | Subcontract,Second Amendment, dated June 17, 2009, byas of May 1, 2019, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016, between Tontine Associates, L.L.C. and IES Commercial, Inc. and Manhattan Torcon A Joint Venture.Management ROO, LP (Incorporated by reference to Exhibit 10.110.12 to the Company’s CurrentCompany's Quarterly Report on Form8-K 10-Q filed November 24, 2009)May 6, 2019) |
| |
| 10.21 — | | LetterThird Amendment, dated as of November 5, 2019, to Sublease Agreement, dated November 4, 2009, byas of March 29, 2012 and amended as of March 31, 2016 and May 1, 2019, between Integrated Electrical Services, Inc. (n/k/aTontine Associates, L.L.C. and IES Holdings, Inc.), IES Commercial, Inc. and Manhattan TorconManagement ROO, LP (an exhibit to this agreement has been omitted pursuant to Item 601(a)(5) of Regulation S-K. A Joint Venture.copy of the omitted exhibit will be furnished to the SEC upon request.) (Incorporated by reference to Exhibit 10.210.20 to the Company’s CurrentCompany's Annual Report on Form8-K 10-K filed November 24, 2009)December 6, 2019) |
| 10.22 — | |
*10.22*10.23 — | | |
| *10.24 — | |
*10.23 — | | |
| *10.25 — | |
*10.24 — | | |
| | | | | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1) |
| 101.SCH | Inline XBRL Schema Document (1) |
| 101.LAB | Inline XBRL Label Linkbase Document (1) |
| 101.PRE | Inline XBRL Presentation Linkbase Document (1) |
| 101.DEF | Inline XBRL Definition Linkbase Document (1) |
| 101.CAL | Inline XBRL Calculation Linkbase Document (1) |
| 104 — | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| |
(1)101.INS* | | XBRL Instance Document |
| |
(1)101.SCH | | XBRL Schema Document |
| |
(1)101.LAB | | XBRL Label Linkbase Document |
| |
(1)101.PRE | | XBRL Presentation Linkbase Document |
| |
(1)101.DEF | | XBRL Definition Linkbase Document |
| |
(1)101.CAL | | XBRL Calculation Linkbase Document |
* | Management contracts or compensatory plans or arrangements required to be filed herewith pursuant to Item 15(a)(3) of this Annual Report on Form10-K. |
| (1) | Filed herewith. |
| (2) | Furnished herewith. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December
8, 2017.7, 2020.
IES HOLDINGS, INC.
| | | | | | | | |
| | |
IES HOLDINGS, INC. |
| |
| By: | | /s/ Robert W. Lewey |
| | Robert W. Lewey
President and Director
Jeffrey L. Gendell |
Jeffrey L. Gendell
Chief Executive Officer and Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of IES HOLDINGS, INC. hereby constitutes and appoints Robert W. LeweyJeffrey L. Gendell and Gail D. Makode,Tracy A. McLauchlin, and each of them individually, as his true and lawfulattorneys-in-fact and agents, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file any or all amendments to this report, with any and all exhibits thereto, and all other documents required to be filed therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto each suchattorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that saidattorneys-in-fact andagents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | |
Signature | | Title | | Date |
| | | |
/s/ Robert W. Lewey Robert W. Lewey
Jeffrey L. Gendell | | PresidentChief Executive Officer and Director
Chairman of the Board | December 7, 2020 |
| Jeffrey L. Gendell | | (Principal Executive Officer) | | December 8, 2017 |
| | | |
/s/ Tracy A. McLauchlin Tracy A. McLauchlin
| | Senior Vice President, Chief Financial Officer
and Treasurer
| December 7, 2020 |
| Tracy A. McLauchlin | | (Principal Financial Officer)
(Principal Accounting Officer)
| | December 8, 2017 |
| | |
/s/ Todd M. Cleveland
Todd M. Cleveland
| | Director | | December 8, 2017 |
| | |
/s/ Joseph L. Dowling III
Joseph L. Dowling III
| | Director | | December 8, 2017 |
| | |
/s/ David B. Gendell
David B. Gendell
| | Director | | December 8, 2017 |
| | | | |
Signature
/s/ Todd M. Cleveland | | Title
Director | December 7, 2020 |
| Todd M. Cleveland | Date
| | |
| | | |
/s/ Jeffreys/ Joseph L. GendellJeffreyDowling III
| | Director | December 7, 2020 |
Joseph L. GendellDowling III | | Director and Chairman of the Board | | December 8, 2017 |
| | | |
/s/ Joe D. KoshkinJoe D. Koshkin
s/ David B. Gendell | | Director | December 7, 2020 |
| David B. Gendell | December 8, 2017 | | |
| | | |
/s/Joe D. Koshkin | | Director | December 7, 2020 |
| Joe D. Koshkin | | | |
| | | |
| | Director | December 7, 2020 |
| Donald L. Luke | | Director | | December 8, 2017 |
102
