Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2016 | Feb. 08, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | IES Holdings, Inc. | |
Entity Central Index Key | 1,048,268 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,470,143 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
TradingSymbol | IESC |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 25,735 | $ 32,961 |
Restricted Cash | 100 | 260 |
Accounts receivable: | ||
Trade, net of allowance of $765 and $736, respectively | 121,187 | 124,368 |
Retainage | 21,820 | 20,135 |
Inventories | 14,214 | 13,236 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 19,155 | 15,554 |
Prepaid expenses and other current assets | 7,266 | 3,214 |
Total current assets | 209,477 | 209,728 |
PROPERTY AND EQUIPMENT, net | 16,674 | 15,694 |
GOODWILL | 39,936 | 39,936 |
INTANGIBLE ASSETS, net of amortization | 30,476 | 31,723 |
Deferred Tax Assets, Net, Noncurrent | 91,774 | 93,549 |
OTHER NON-CURRENT ASSETS, net | 3,655 | 3,710 |
Total assets | 391,992 | 394,340 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 100,830 | 108,822 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 24,987 | 24,229 |
Total current liabilities | 125,817 | 133,051 |
LONG-TERM DEBT, net of current maturities | 29,305 | 29,257 |
OTHER NON-CURRENT LIABILITIES | 6,812 | 6,832 |
Total liabilities | 161,934 | 169,140 |
Noncontrolling interest | 1,847 | 1,795 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529 and 22,049,529 shares issued and 21,469,523 and 21,456,539 outstanding, respectively | 220 | 220 |
Treasury stock, at cost, 580,006 and 592,990 shares, respectively | (4,685) | (4,781) |
Additional paid-in capital | 195,755 | 195,221 |
Accumulated other comprehensive income | 0 | 0 |
Retained deficit | 36,921 | 32,745 |
Total stockholders' equity | 228,211 | 223,405 |
Total liabilities and stockholders' equity | $ 391,992 | $ 394,340 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Consolidated Balance Sheets [Abstract] | ||
Trade, allowance | $ 765 | $ 736 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,049,529 | 22,049,529 |
Common stock, shares outstanding | 21,469,523 | 21,456,539 |
Treasury stock, shares | 580,006 | 592,990 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 192,178 | $ 150,766 |
Cost of services | 156,996 | 123,133 |
Gross profit | 35,182 | 27,633 |
Selling, general and administrative expenses | 28,194 | 22,511 |
Contingent Consideration Expense | 0 | 0 |
Loss (gain) on sale of assets | (7) | 1 |
Income from operations | 6,995 | 5,121 |
Interest and other (income) expense: | ||
Interest expense | 446 | 293 |
Other (income) expense, net | (4) | (29) |
Income from operations before income taxes | 6,553 | 4,857 |
Provision (benefit) for income taxes | 2,629 | (942) |
Net Income | 3,924 | 5,799 |
Net income attributable to noncontrolling interest | 52 | 0 |
Net income attirbutable to IES Holding, Inc. | $ 3,872 | $ 5,799 |
Earnings per share attributable to IES Holdings, Inc.: | ||
Earnings Per Share, Basic | $ 0.18 | $ 0.27 |
Earnings Per Share, Diluted | $ 0.18 | $ 0.27 |
Shares used in the computation of earnings (loss) per share | ||
Basic | 21,286,090 | 21,269,543 |
Diluted | 21,557,838 | 21,347,494 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 3,924 | $ 5,799 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Bad debt expense | (12) | 114 |
Deferred financing cost amortization | 85 | 90 |
Depreciation and amortization | 2,059 | 816 |
Loss (gain) on sale of assets | (7) | 1 |
Deferred Income Tax Expense (Benefit) | 2,137 | 1 |
Non-cash compensation expense | 510 | 215 |
Changes in operating assets and liabilities | ||
Accounts receivable | 3,208 | 7,849 |
Inventories | (978) | 2,149 |
Costs and estimated earnings in excess of billings | (3,601) | 4,226 |
Prepaid expenses and other current assets | (6,035) | (2,658) |
Other non-current assets | 323 | (60) |
Accounts payable and accrued expenses | (7,988) | (11,232) |
Billings in excess of costs and estimated earnings | 758 | (1,097) |
Other non-current liabilities | (18) | (1,304) |
Net Cash Provided by (Used in) Operating Activities | (5,635) | 4,909 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,796) | (352) |
Proceeds from Sale of Property, Plant, and Equipment | 8 | 0 |
Consideration for acquisition, net of cash acquired | 0 | (7,538) |
Net Cash Provided by (Used in) Investing Activities | (1,788) | (7,890) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of debt | 13 | 7 |
Repayments of debt | (37) | 0 |
Stock Options Exercised | 75 | 0 |
Purchase of treasury stock | (14) | (72) |
Change in restricted cash | 160 | 0 |
Net cash used in financing activities | 197 | (65) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (7,226) | (3,046) |
CASH AND CASH EQUIVALENTS, beginning of period | 32,961 | 49,360 |
CASH AND CASH EQUIVALENTS, end of period | 25,735 | 46,314 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 388 | 201 |
Cash paid for income taxes | $ 709 | $ 263 |
Business
Business | 3 Months Ended |
Dec. 31, 2016 | |
Business [Abstract] | |
Description of the Business | 1 . BUSINESS AND ACCOUNTING POLICIES Description of the Business IES Holdings, Inc. is a holding company that owns and manages operating subsidiaries in business activities across a variety of end markets. Our operations are currently organized into four principal business segments, based upon the nature of our current services : Communications – Nationwide provider of technology infrastructure products and services to large corporations and independent businesses. Residential – Regional provider of electrical installation services for single-family housing and multi-family apartment complexes. Commercial & Industrial – Provider of electrical and mechanical design, construction, and maintenance services to the commercial and industrial markets in various regional markets and nationwide in certain areas of expertise, such as the power infrastruct ure market. Infrastructure Solutions - Provider of electr o- mechanical solutions for industrial operations. The words “IES”, the “Company”, “we”, “our”, and “us” refer to IES Holdings, Inc. and, except as otherwise specified herein, to our wholly-owned subsid iaries. Seasonality and Quarterly Fluctuations Results of operations from our Residential construction segment are seasonal, depending on weather trends, with typically higher revenues generated during spring and summer and lower revenues generated during fall and winter, with an impact from precipitation in the warmer months. The Communications, Commercial & Industrial, and Infrastructure Solutions segments of our business are less subject to seasonal trends, as work in these segments generally is performed inside structures protected from the weather, although weather can still impact these businesses, especially in the early stages of projects. Our service and maintenance business is generally not affected by seasonality. Our volume of business ma y be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. Quarterly results may also be materially affected by the timing of new construction projects. Results for our Infrastructure Solutions segment may be affected by the timing of outages at o ur customers’ facilities. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period. Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements include the accounts of IES and its wholly-owned subsidiaries, and have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 . In the op inion of management, the unaudited condensed consolidated financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the pe riods reported herein. Any such adjustments are of a normal recurring nature . Noncontrolling Interest In conjunction with our purchase of STR Mechanical, LLC (“STR”) during the third quarter of fiscal 2016, we acquired a controlling interest of 80 perce nt of the membership interests of STR. The remaining 20 percent interest, which was retained by the third party sellers, is identified in our financials as no ncontrolling interest and is classified outside of permanent equity on our consolidated balance s heet. See Note 13 – Business Combinations for further discussion. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses duri ng the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition of construction in progress, fair value assumptions in analyzing goodwill, investments, intangible assets and long-lived asse t impairments and adjustments, allowance for doubtful accounts receivable, stock-based compensation, reserves for legal matters, assumptions regarding estimated costs to exit certain segment s, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The standard also requires expanded disclosures surrounding revenue recognitio n. The effective date will be the first quarter of our fiscal year ended September 30, 2019. The standard allows for either full retrospective or modified retrospective adoption, and we currently plan to use the modified retrospective basis on the adoption date. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). Under ASU 2016-02, lessees will need to recognize a right -of-use asset and a lease liability for all of their leases, other than those that meet the definition of a short-term lease. For income statement purposes, leases must be classified as either operating or finance. Operating leases will result in straight- line expense, similar to current operating leases, while finance leases will result in a front-loaded expense pattern, similar to current capital leases. ASU 2016-02 becomes effective for the fiscal year ended September 30, 2020. We are currently evaluatin g whether to early adopt the standard and what impact it will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (“ASU 2016-09”). ASU 2016-09 eliminates additional paid in capital pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. The accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation an d the accounting for forfeitures is also changing. ASU 2016-09 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-09 in the quarter ended December 31, 2016, which required us to reflect any adjustments as of October 1, 2016. We elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized, resulting in a cumulative effect adjustment of $ 58 to reduce retained earnings for the in crease to stock compensation expense. We recorded an offsetting cumulative effect adjustment of $ 362 to increase retained earnings to recognize a deferred tax asset related to tax benefits which were not previ ously recognized, as the tax deduction related to stock compensation expense resulted in an increase to a net operating loss rather than a reduction to income tax payable. Amendments to the accounting for minimum statutory withholding tax requirements had no impact to retained earnings as of October 1, 2016. |
Controlling Shareholder
Controlling Shareholder | 3 Months Ended |
Dec. 31, 2016 | |
Controlling Shareholder [Abstract] | |
Controlling Shareholder | 2 . CONTROLLING SHAREHOLDER At December 31, 2016 , Tontine Capital Partners, L.P. together with its affiliates (collectively “Tontine”) was the Company’s controlling shareholder, owning approximately 58 % of the Company’s outstanding common stock according to a Schedule 13D/A filed with the SEC by Tontine on October 5, 2016. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders. While Tontine is subject to restrictions under federal securities laws on sales of its shares as an affiliate, in 2013, pursuant to the terms of a registration rights agreement between the Company and Tontin e, the Company filed a shelf registration statement to register all of the shares of IES common stock then owned by Tontine (the “Registered Shares”). As long as the shelf registration statement remains effective, Tontine has the ability to resell any or all of its Registered Shares from time to time in one or more offerings, as described in the shelf registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement. On December 13, 2 016, the Company filed a shelf registration statement to register all remaining shares of IES common stock owned by Tontine which were not registered with the 2013 registration statement. This new shelf registration statement is not yet effective. 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 net operating losses (“NOLs”) for federal and state income tax purposes. On November 8, 2016, the Company implemented a new tax benefit protection plan (the “NOL Rights Plan”), following expiration of the Company’s pr ior tax benefit protection plan which was implemented in 2013. Like the prior plan, the NOL Rights Plan was designed to deter an acquisition of the Company's stock in excess of a threshold amount that could trigger a change of control within the meaning of Internal Revenue Code Section 382. There can be no assurance that the NOL Rights Plan will be effective in deterring a change of ownership or protecting the NOLs. Furthermore, a change in control would trigger the change of control provisions in a number of our material agreements, including our credit facility, bonding agreements with our sureties and our severance arrangements. Jeffrey L. Gendell was appointed as a member of the Board of Directors and as non-executive Chairman of the Board in November 2016. He is the managing member and founder of Tontine, and the br other of David B. Gendell , who has served as a member of the Board of Directors since February, 2012, as non-executive Vice Chairman of the Board since November 2016 and as non-executive Chairman of the Board from January 2015 to November 2016. David B. G endell is also an employee of Tontine. The Company is party to a sublease agreement with Tontine Associates, LLC, an affiliate of Tontine, for corporate office space in Greenwich, Connecticut. The lease was renewed for a three-year term in April 2016 with an increase in the monthly rent to $ 8 , reflecting the increase paid by Tontine Associates, LLC to its landlord and the Company’s increased use of the corporate office space. The lease has terms at market rates and payments by the Company are at a rate consistent with that paid by Tontine Assoc iates, LLC to its landlord. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2016 | |
Debt [Abstract] | |
Debt | 3 . DEBT At December 31, 2016 and September 30, 2016 , our long-term debt of $ 29,305 and $ 29,257 , respectively, relates to amounts drawn on our revolving credit facility. Our interest rate on these borrowings was 2.86 % at December 31, 2016 , and 2.76 % at September 30, 2016 . At December 31, 2016 , we also had $ 6,634 in outstanding letters of credit and total availabilit y of $ 33,158 under this facility without violating our financial covenants. There have been no changes to the financial covenants disclosed in Item 7 of ou r Annual Report on 10-K for the year ended September 30, 2016 , and the Company was in compliance with all covenants at December 31, 2016 . At December 31, 2016 , the carrying value of amounts outstanding on our revolving loan approximated fair value, as debt incurs interest at a variable rate. The fair value of the debt is classified as a level 2 measurement. |
Per Share Information
Per Share Information | 3 Months Ended |
Dec. 31, 2016 | |
Per Share Information [Abstract] | |
Per Share Information | 4 . PER SHARE INFORMATION The following table reconciles the components of the basic and diluted earnings per share for the three months ended December 31, 2016 and 2015 : Three Months Ended December 31, 2016 2015 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 3,841 $ 5,745 Net income attributable to restricted shareholders of IES Holdings, Inc. 31 54 Net income attributable to IES Holdings, Inc. $ 3,872 $ 5,799 Denominator: Weighted average common shares outstanding — basic 21,286,090 21,269,543 Effect of dilutive stock options and non-vested restricted stock 271,748 77,951 Weighted average common and common equivalent shares outstanding — diluted 21,557,838 21,347,494 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.18 $ 0.27 Diluted $ 0.18 $ 0.27 For the three months ended December 31, 2016 and 2015 , the average price of our common shares exceeded the exercise price of all of our outstanding options ; therefore, all of our outstanding stock options were included in the computation of fully diluted earnings per share . |
Operating Segments
Operating Segments | 3 Months Ended |
Dec. 31, 2016 | |
Operating Segments [Abstract] | |
Operating Segments | 5 . OPERATING SEGMENTS We manage and measure performance of our business in four distinct operating segments: Communications, Residential , Commercial & Industrial, and Infrastructure Solutions . Transactions between segments, if any, are eliminated in consolidation. Our c orporate office provides general and administrative as well as support services to our four operating segments. Management allocates certain shared costs between segments for selling, general and administrative expen ses and depreciation expense. Segment information for the three months ended December 31, 2016 and 2015 is as follows: Three Months Ended December 31, 2016 Commercial & Infrastructure Communications Residential Industrial Solutions Corporate Total Revenues $ 53,303 $ 66,442 $ 53,956 $ 18,477 $ - $ 192,178 Cost of services 45,332 50,712 47,850 13,102 - 156,996 Gross profit 7,971 15,730 6,106 5,375 - 35,182 Selling, general and administrative 5,714 10,553 4,324 4,100 3,503 28,194 (Gain) loss on sale of assets - - 1 (8) - (7) Income (loss) from operations $ 2,257 $ 5,177 $ 1,781 $ 1,283 $ (3,503) $ 6,995 Other data: Depreciation and amortization expense $ 174 $ 150 $ 348 $ 1,323 $ 64 $ 2,059 Capital expenditures $ 1,079 $ 239 $ 209 $ 81 $ 188 $ 1,796 Total assets $ 69,884 $ 49,307 $ 53,922 $ 89,110 $ 129,769 $ 391,992 Three Months Ended December 31, 2015 Commercial & Infrastructure Communications Residential Industrial Solutions Corporate Total Revenues $ 40,759 $ 52,127 $ 45,265 $ 12,615 $ - $ 150,766 Cost of services 32,602 40,455 40,407 9,669 - 123,133 Gross profit 8,157 11,672 4,858 2,946 - 27,633 Selling, general and administrative 4,713 8,714 3,638 2,700 2,746 22,511 Loss on sale of assets - - - 1 - 1 Income (loss) from operations $ 3,444 $ 2,958 $ 1,220 $ 245 $ (2,746) $ 5,121 Other data: Depreciation and amortization expense $ 122 $ 121 $ 183 $ 322 $ 68 $ 816 Capital expenditures $ 85 $ 42 $ 148 $ 77 $ - $ 352 Total assets $ 38,896 $ 37,326 $ 45,630 $ 34,747 $ 66,479 $ 223,078 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 6 . STOCKHOLDERS’ EQUITY Equity Incentive Plan The Company’s 2006 Equity Incentive Plan, which was amended and restated effective February 9, 2016, following approval by shareholders at the Company’s 2016 Annual Shareholders’ Meeting, 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 w hich approximately 1,054,677 shares are available for issuance at December 31, 2016 . Stock Repurchase Program Our Board of Directors has authorized a stock repurchase program for the purchase from time to time of up to 1.5 million shares of the Company’s common stock. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise b e prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended or reinstated at any time at the Company’s discretion and without notice. We made no purchases of stock pursuant to this plan during the three months ended December 31, 2016 . Treasury Stock During the three months ended December 31, 2016 , we repurchased 683 shares of common stock from our employees to satisfy minimum tax withholding requirements upon the vesting of restricted stock issued under the 2006 Equity Incentive Plan, as amended and restated. During the three months ended December 31, 2016 , we issued 667 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall comp ensation, and 13,000 unrestricted shares of common stock to satisfy the exercise of outstanding options. During the three months ended December 31, 2015 , we repurchased 2,140 shares of common stock from our empl oyees to satisfy minimum tax withholding requirements upon the vesting of restricted stock issued under the 2006 Equity Incentive Plan and 7,500 shares of common stock were forfeited by former employees and returned to treasury stock. We issued 2,833 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation. Restricted Stock During the three months ended December 31, 2016 and 2015 , we recognized $ 137 and $ 132 , respectively, in compensation expense related to our restricted stock awards . At December 31, 2016 , the unamortized compensation cost related to outstanding unvested restricted stock was $ 676 . Performance Cash Units Performance based phantom cash units (“PPCUs”) are a contractual right to cash payment of $20 dollars per PPCU. At December 31, 2016 , the Company has outstanding an aggregate of 30,000 three-year performance-based PCUs. The PPCUs will generally become vested, if at all, upon achievement of certain specified performance objectives and continued performance of services through mid-December 2018 , each of which as of December 31, 2016 are deemed probable. During the three months ended December 31, 2016 , and 2015 , we recognized $ 135 and zero, respectively. Phantom Stock Units Phantom stock units (“PSUs”) are primarily granted to the members of the Board of Directors as part of their overall compensation. These PSUs are paid via unrestricted stock grants to each director upon their departure from the Board of Directors. We record compensation expense for the full value of the grant on the date of grant. For the three months ended December 31, 2016 and 2015 , we recognized $ 44 and $ 34 , respectively, in c ompensation expense related to these grants. Performance Based Phantom Stock Units A performance based phantom stock unit (a “PPSUs”) is a contractual right to receive one share of the Company’s common stock. The PPSUs will generally become vested, if at all, upon the achievement of certain specified performance objectives and continued performance of services through mid-December 2018, each of which as of December 31, 2016 are deemed probable . At December 31, 2016 , the Company has outstanding an aggregate o f 420,000 three-year performance-based PPSUs. The vesting of these awards is subject to the achievement of specified levels of cumulative net income before taxes or specified stock price levels . For the three months ended December 31, 2016 and 2015 we recognized compensation expense of $ 303 and $ 22 related to these grants. Stock Options During the three months ended December 31, 2016 and 2015 , we recognized compensation expense of $ 21 and $ 16 , respectively, related to our stock option awards. At December 31, 2016 , the unamortized compensation cost related to outstanding unvested stock options was $ 3 . |
Securities and Equity Investmen
Securities and Equity Investments | 3 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Cost And Equity Method Investments | 7 . SECURITIES AND EQUITY INVESTMENTS Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, investments, accounts payable, and a loan agreement . We believe that the carrying value of these financial instruments in the accompanying Consolidated Balance Sheets approximates their fair value due to their short-term nature. Additionally, we have a cost method investment in EnerTech Capital Partners II L.P. (“ EnerTech ”). We estimate the fair value of our investment in EnerTech (Level 3) using quoted market prices for underlying publicly traded securities, and estimated enterprise values are determined using cash flow projections and market multiples of the underlying non-public companies . Investment in EnerTech The following table presents the reconciliation of the carrying val ue and unrealized gains to the fair value of the investment in EnerTech as of December 31, 2016 and September 30, 2016 : December 31, September 30, 2016 2016 Carrying value $ 919 $ 919 Unrealized gains 205 159 Fair value $ 1,124 $ 1,078 At each reporting date, the Company performs evaluations of impairment for this investment to determine if any unrealized losses are other-than-temporary. There was no impairment for the three months ended December 31, 2016 or September 30, 2016 . |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
401(k) and Retirement Plans | 8 . EMPLOYEE BENEFIT PLANS 401(k) Plan The Company offers employees the opportunity to participate in its 401(k) savings plans. During the three months ended December 31, 2016 and 2015 , we recognized $ 144 and $ 79 , respectively, in matching expense . Post Retirement Benefit Plans Certain individuals at one of the Company’s locations are entitled to receive fixed annual payments pursuant to post retirement benefit plans. We had an unfunded benefit liability of $ 875 recorded as of both December 31, 2016 and September 30, 2016 related to such plans. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 9 . FAIR VALUE MEASUREMENTS Fair Value Measurement Accounting Fair value is considered the price to sell an asset, or transfer a liability, between market participants on the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accoun ting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is require d to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimati on methods could have a material effect on the estimated fair value. At December 31, 2016 , financial assets and liabilities measured at fair value on a recurring basis were limited to our Executive Deferred Compensation Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the plan ), and a contingent consideration liability related to our acquisition of Calumet Armature & Electric, LLC in October 2015 . Financial assets and liabilities measured at fair value on a recurring basis a s of December 31, 2016 , are summarized in the following table by the type of inputs applicable to the fair value measurements: December 31, 2016 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 597 $ 597 $ - Executive savings plan liabilities (485) (485) - Contingent consideration (1,100) - (1,100) Total $ (988) $ 112 $ (1,100) Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 , are summarized in the following table by the type of inputs applicable to the fair value measurements: September 30, 2016 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 599 $ 599 $ - Executive savings plan liabilities (486) (486) - Contingent consideration (1,100) - (1,100) Total $ (987) $ 113 $ (1,100) At December 31, 2016 , and September 30, 2016 , we estimated the fair value of our contingent consideration liability at $ 1,100 . There was no change in the estimated fair value during the three months ended December 31, 2016 . |
Inventory
Inventory | 3 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure | 10 . INVENTORY Inventories consist of the following components: December 31, September 30, 2016 2016 Raw materials $ 2,662 $ 2,538 Work in process 3,336 4,158 Finished goods 1,635 1,558 Parts and supplies 6,581 4,982 Total inventories $ 14,214 $ 13,236 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure | 11 . INTANGIBLE ASSETS Intangible assets consist of the following: December 31, 2016 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 3,845 $ 203 $ 3,642 Technical library 20 400 66 334 Customer relationships 6 - 15 27,414 2,661 24,753 Developed technology 4 400 383 17 Backlog 1 1,621 828 793 Construction contracts 1 2,191 1,254 937 Total $ 35,871 $ 5,395 $ 30,476 September 30, 2016 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 3,845 $ 139 $ 3,706 Technical library 20 400 61 339 Customer relationships 6 - 15 27,414 2,003 25,411 Developed technology 4 400 358 42 Backlog 1 1,621 545 1,076 Construction contracts 1 2,191 1,042 1,149 Total $ 35,871 $ 4,148 $ 31,723 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Legal Matters | 12 . COMMITMENTS AND CONTINGENCIES Legal Matters From time to time we are a party to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. We maintain various insurance coverages to minimize financial risk associated with these proceedings. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our financial position, results of operations or cash flows. With respect to all such proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We expense routine legal costs related to these proceedings as they are incurred. The following is a discussion of our significant legal matters: Capstone Construction Claims From 2003 to 2005, two of our former subsidiaries performed HVAC and electrical work under contract with Capstone Building Corporation (“Capstone”) on a university student housing project in Texas. In 2005, our subsidiaries filed for arbitration against Capstone, seeking payment for work performed, change orders and other impacts. The parties settled those claims, and the release included a waiver of warranties associated with any of the HVAC work. Several years later the sub sidiaries discontinued operations, and the Company sold their assets. On October 24, 2013, Capstone filed a petition in the 12th Judicial District Court of Walker County, Texas against these subsidiaries, among other subcontractors, seeking contribution, d efense, indemnity and damages for breach of contract in connection with alleged construction defect claims brought against Capstone by the owner of the student housing project. The owner claims $ 10,406 in damages, plus attorneys’ fees and costs against Cap stone, which Capstone is seeking to recover from the subcontractors. The claims against the Company are based on alleged defects in the mechanical design, construction and installation of the HVAC and electrical systems performed by our former subsidiaries . Based on the settlement reached in the 2005 arbitration , we moved for, and the District Court granted us, summary judgment, dismissing all of Capstone’s claims in the 2013 lawsuit. Capstone appealed, and on April 28, 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. On September 21, 2016, we filed a petition for review to the Texas Supreme Court. Capstone has filed its response, and the parties are awaiting a ruling. Should the Texas Supreme Court agree that the claims should be remanded to the District Court, the Company will defend the claims and expects ultimately to prevail on the merits, but there can be no assurance that the Company will pr evail 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. Risk-Management We retain the risk for workers’ compensation, employer’s liability, automobile liability, construction defects, general liability and employee group health claims, as well as pollution coverage, resulting from uninsured deductibles per accident or occurrence which are generally subject to annual aggregate limits. Our general liability program provides coverage for bodily injury and property damage. In many cases, we insure third parties, including general contractors, as additional insu reds under our insurance policies. Losses are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. As a result, many of our claims are effectively self-insured. Many claims against our insurance are in the form of litigation. At December 31, 2016 and September 30, 2016 , we had $ 5,703 and $ 5,464 , respectively, accrued for insurance liabilities. We are also subject to c onstruction defect liabilities, primarily within our Residential segment. As of December 31, 2016 and September 30, 2016 , we had $ 226 and $ 235 , respectively, reserved for these claims. Because the reserves are based on judgment and estimates, and involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates or that the timing of payments will not create liquidity issues for the Company. Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral. This is common in the insurance industry. To date, we have not had a situation where an underwriter has had reasonable cause to effect payment under a letter of credit. At December 31, 2016 and September 30, 2016 , $ 6,176 and $ 6,126 , respectively, of our outstan ding letters of credit was utilized to collateralize our insurance program. Surety As of December 31, 2016 , the estimated cost to complete our bonded projects was approximately $ 53,281 . We evaluate our bonding requirements on a regular basis, including the terms offered by our sureties. We believe the bonding capacity presently provided by our current sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future. Posting letters of credit in favor of our sureties reduces the borrowing availability under our credit facility. Other Commitments and Contingencies Some of our customers and vendors require us to post letters of credit, or provide intercompany guarantees, as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the le tter of credit. At December 31, 2016 and September 30, 2016 , $ 458 and $ 818 of our outstanding letters of credit were to collateralize our vendors. From time to time, we may enter into firm pu rchase commitments for materials such as copper or aluminum wire which we expect to use in the ordinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specific in tervals at a fixed price over the term. As of December 31, 2016 , we had no such purchase orders. |
Business Combination
Business Combination | 3 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | 13 . BUSINESS COMBINATIONS The Company completed four acquisitions in the fiscal year ended September 30, 2016 for total aggregate consideration of $ 59,592 . See Note 18-Business Combinations and Divestitures in our Form 10-K for the year ended September 30, 2016 for further information: Technibus , Inc. (“ Technibus ”) , a Canton, Ohio based provider of custom engineered, metal enclosed bus duct solutions , on June 15, 2016. Technibus is included in our Infrastructure Solutions segment. STR Mechanical, LLC (“STR”) – We acquired 80% of the membership interests in STR, a Charlotte, North Carolina-based provider of commercial and industrial mechanical services , on April 27, 2016. STR is included in our C ommercial & Industrial segment. Shanahan Mechanical and Electrical, Inc. (“Shanahan”) , a Nebraska-based provider of mechanical and electrical contracting services , on November 20, 2015. Shanahan is included in our Commercial & Industrial segment. Calumet Armature & Electric, LLC (“Calumet”) , an Illinois-based provider of design, manufacturing, assembly, and repair services of electric motors for the industrial and mass transit markets , on October 30, 2015. Calumet is included in our Infrastructure Soluti ons segment. The total purchase consideration for the Calumet acquisition included contingent consideration payments based on the acquired company’s earnings, as defined in the purchase and sale agreement, through October 31, 2018. The fair value of the contingent consideration liability was estimated at $ 1,100 at December 31, 2016 and September 30, 2016. The contingent consideration will be paid out during fiscal years 2017, 2018, and 2019, and is included in accounts payable and accrued expenses on our consolidated balance sheets . The Company accounted for these four transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations related to Calu met and Shanahan have been finalized as of December 31, 2016 with no purchase accounting adjustments recorded during the current quarter . The valuations related to STR and Technibus are pending finalization of certain tangible and intangible asset valuations and assessments of deferred taxes. Unaudited Pro Forma Information The supplemental pro forma r esults of operations for the three months ended December 31, 2016 and 2015 , as if the acquisitions had been completed on October 1, 2014, are as follows: Unaudited Three Months Ended Three Months Ended December 31, 2016 December 31, 2015 Revenues $ 192,178 $ 163,346 Net Income $ 3,872 $ 6,973 |
Per Share Information (Tables)
Per Share Information (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Per Share Information [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted [Table Text Block] | Three Months Ended December 31, 2016 2015 Numerator: Net income attributable to common shareholders of IES Holdings, Inc. $ 3,841 $ 5,745 Net income attributable to restricted shareholders of IES Holdings, Inc. 31 54 Net income attributable to IES Holdings, Inc. $ 3,872 $ 5,799 Denominator: Weighted average common shares outstanding — basic 21,286,090 21,269,543 Effect of dilutive stock options and non-vested restricted stock 271,748 77,951 Weighted average common and common equivalent shares outstanding — diluted 21,557,838 21,347,494 Earnings per share attributable to IES Holdings, Inc.: Basic $ 0.18 $ 0.27 Diluted $ 0.18 $ 0.27 |
Operation Segments (Tables)
Operation Segments (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Operating Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended December 31, 2016 Commercial & Infrastructure Communications Residential Industrial Solutions Corporate Total Revenues $ 53,303 $ 66,442 $ 53,956 $ 18,477 $ - $ 192,178 Cost of services 45,332 50,712 47,850 13,102 - 156,996 Gross profit 7,971 15,730 6,106 5,375 - 35,182 Selling, general and administrative 5,714 10,553 4,324 4,100 3,503 28,194 (Gain) loss on sale of assets - - 1 (8) - (7) Income (loss) from operations $ 2,257 $ 5,177 $ 1,781 $ 1,283 $ (3,503) $ 6,995 Other data: Depreciation and amortization expense $ 174 $ 150 $ 348 $ 1,323 $ 64 $ 2,059 Capital expenditures $ 1,079 $ 239 $ 209 $ 81 $ 188 $ 1,796 Total assets $ 69,884 $ 49,307 $ 53,922 $ 89,110 $ 129,769 $ 391,992 Three Months Ended December 31, 2015 Commercial & Infrastructure Communications Residential Industrial Solutions Corporate Total Revenues $ 40,759 $ 52,127 $ 45,265 $ 12,615 $ - $ 150,766 Cost of services 32,602 40,455 40,407 9,669 - 123,133 Gross profit 8,157 11,672 4,858 2,946 - 27,633 Selling, general and administrative 4,713 8,714 3,638 2,700 2,746 22,511 Loss on sale of assets - - - 1 - 1 Income (loss) from operations $ 3,444 $ 2,958 $ 1,220 $ 245 $ (2,746) $ 5,121 Other data: Depreciation and amortization expense $ 122 $ 121 $ 183 $ 322 $ 68 $ 816 Capital expenditures $ 85 $ 42 $ 148 $ 77 $ - $ 352 Total assets $ 38,896 $ 37,326 $ 45,630 $ 34,747 $ 66,479 $ 223,078 |
Securities and Equity Investm21
Securities and Equity Investments (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cost Method Investments [Table Text Block] | December 31, September 30, 2016 2016 Carrying value $ 919 $ 919 Unrealized gains 205 159 Fair value $ 1,124 $ 1,078 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, 2016 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 597 $ 597 $ - Executive savings plan liabilities (485) (485) - Contingent consideration (1,100) - (1,100) Total $ (988) $ 112 $ (1,100) September 30, 2016 Total Fair Value Quoted Prices (Level 1) Significant Unobservable Inputs (Level 3) Executive savings plan assets $ 599 $ 599 $ - Executive savings plan liabilities (486) (486) - Contingent consideration (1,100) - (1,100) Total $ (987) $ 113 $ (1,100) |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventory Current [Table Text Block] | December 31, September 30, 2016 2016 Raw materials $ 2,662 $ 2,538 Work in process 3,336 4,158 Finished goods 1,635 1,558 Parts and supplies 6,581 4,982 Total inventories $ 14,214 $ 13,236 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Intangible Assets And Goodwill [Table Text Block] | December 31, 2016 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 3,845 $ 203 $ 3,642 Technical library 20 400 66 334 Customer relationships 6 - 15 27,414 2,661 24,753 Developed technology 4 400 383 17 Backlog 1 1,621 828 793 Construction contracts 1 2,191 1,254 937 Total $ 35,871 $ 5,395 $ 30,476 September 30, 2016 Estimated Useful Lives Gross Carrying Accumulated (in Years) Amount Amortization Net Trademarks/trade names 5 - 20 $ 3,845 $ 139 $ 3,706 Technical library 20 400 61 339 Customer relationships 6 - 15 27,414 2,003 25,411 Developed technology 4 400 358 42 Backlog 1 1,621 545 1,076 Construction contracts 1 2,191 1,042 1,149 Total $ 35,871 $ 4,148 $ 31,723 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Pro Forma Results of Operations | Unaudited Three Months Ended Three Months Ended December 31, 2016 December 31, 2015 Revenues $ 192,178 $ 163,346 Net Income $ 3,872 $ 6,973 |
Business (Details)
Business (Details) - Adjustments For New Accounting Principle Early Adoption [Member] - Accounting Standards Update 2016-09 [Member] $ in Thousands | Dec. 31, 2016USD ($) |
New Accounting Pronouncement Early Adoption [Line Items] | |
New Accounting Pronouncement Or Change In Accounting Principle Cumulative Effect Of Change On Equity Or Net Assets 1 | $ 58 |
Adjustment To Retained Earnings Recognized Deferred Tax Asset Related Stock Compensation Expense | $ 362 |
Controlling Shareholder (Detail
Controlling Shareholder (Details) - Tontine [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Related Party Lease | The Company is party to a sublease agreement with Tontine Associates, LLC, an affiliate of Tontine, for corporate office space in Greenwich, Connecticut. The lease was renewed for a three-year term in April 2016 with an increase in the monthly rent to $8 |
Monthly Lease Payments | $ 8 |
Ownership Percentage Of Common Stock | 58.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Debt [Abstract] | ||
Long-term Debt, Excluding Current Maturities | $ 29,305 | $ 29,257 |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Line Of Credit Facility Interest Rate At Period End | 2.86% | 2.76% |
Letters of Credit Outstanding, Amount | $ 6,634 | |
Excess Availability | $ 33,158 |
Per Share Information EPS (Deta
Per Share Information EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share Reconciliation [Abstract] | ||
Net income attributable to common shareholders of IES Holdings, Inc. | $ 3,841 | $ 5,745 |
Net income attributable to restricted shareholders of IES Holdings, Inc. | 31 | 54 |
Net income attirbutable to IES Holding, Inc. | $ 3,872 | $ 5,799 |
Weighted Average Number of Shares Outstanding, Basic | 21,286,090 | 21,269,543 |
Effect of dilutive stock options and non-vested restricted stock | 271,748 | 77,951 |
Weighted Average Number of Shares Outstanding, Diluted | 21,557,838 | 21,347,494 |
Earnings per share attributable to IES Holdings, Inc.: | ||
Earnings Per Share, Basic | $ 0.18 | $ 0.27 |
Earnings Per Share, Diluted | $ 0.18 | $ 0.27 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 192,178 | $ 150,766 | |
Cost of Services | 156,996 | 123,133 | |
Gross Profit | 35,182 | 27,633 | |
Selling, General and Administrative Expense | 28,194 | 22,511 | |
Loss (gain) on sale of assets | (7) | 1 | |
Operating Income | 6,995 | 5,121 | |
Depreciation and amortization | 2,059 | 816 | |
Capital Expenditures | 1,796 | 352 | |
Assets | 391,992 | 223,078 | $ 394,340 |
Communications [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 53,303 | 40,759 | |
Cost of Services | 45,332 | 32,602 | |
Gross Profit | 7,971 | 8,157 | |
Selling, General and Administrative Expense | 5,714 | 4,713 | |
Loss (gain) on sale of assets | 0 | 0 | |
Operating Income | 2,257 | 3,444 | |
Depreciation and amortization | 174 | 122 | |
Capital Expenditures | 1,079 | 85 | |
Assets | 69,884 | 38,896 | |
Residential [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 66,442 | 52,127 | |
Cost of Services | 50,712 | 40,455 | |
Gross Profit | 15,730 | 11,672 | |
Selling, General and Administrative Expense | 10,553 | 8,714 | |
Loss (gain) on sale of assets | 0 | 0 | |
Operating Income | 5,177 | 2,958 | |
Depreciation and amortization | 150 | 121 | |
Capital Expenditures | 239 | 42 | |
Assets | 49,307 | 37,326 | |
Commercial & Industrial [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 53,956 | 45,265 | |
Cost of Services | 47,850 | 40,407 | |
Gross Profit | 6,106 | 4,858 | |
Selling, General and Administrative Expense | 4,324 | 3,638 | |
Loss (gain) on sale of assets | 1 | 0 | |
Operating Income | 1,781 | 1,220 | |
Depreciation and amortization | 348 | 183 | |
Capital Expenditures | 209 | 148 | |
Assets | 53,922 | 45,630 | |
Infrastructure Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 18,477 | 12,615 | |
Cost of Services | 13,102 | 9,669 | |
Gross Profit | 5,375 | 2,946 | |
Selling, General and Administrative Expense | 4,100 | 2,700 | |
Loss (gain) on sale of assets | (8) | 1 | |
Operating Income | 1,283 | 245 | |
Depreciation and amortization | 1,323 | 322 | |
Capital Expenditures | 81 | 77 | |
Assets | 89,110 | 34,747 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Cost of Services | 0 | 0 | |
Gross Profit | 0 | 0 | |
Selling, General and Administrative Expense | 3,503 | 2,746 | |
Loss (gain) on sale of assets | 0 | 0 | |
Operating Income | (3,503) | (2,746) | |
Depreciation and amortization | 64 | 68 | |
Capital Expenditures | 188 | 0 | |
Assets | $ 129,769 | $ 66,479 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Shares, Outstanding | 21,469,523 | 21,456,539 | |
The 2006 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 3,000,000 | ||
Common shares repurchased for tax withholding | 683 | 2,140 | |
Unvested shares forfeited | 7,500 | ||
Available Common Stock Authorized Shares | 1,054,677 | ||
The 2015 Stock Repurchase Program [Member] | |||
Equity Class Of Treasury Stock [Line Items] | |||
Approved Number of shares to be repurchased | 1,500,000 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized compensation expense | $ 137 | $ 132 | |
Unamortized compensation cost | $ 676 | ||
Performance Cash Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued under share based compensation program | 30,000 | ||
Recognized compensation expense | $ 135 | 0 | |
Description of Share Based Award Type | The PPCUs will generally become vested, if at all, upon achievement of certain specified performance objectives and continued performance of services through mid-December 2018 | ||
Phantom Share Units PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized compensation expense | $ 44 | 34 | |
Performance Based Phantom Share Units PPSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued under share based compensation program | 420,000 | ||
Recognized compensation expense | $ 303 | 22 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized compensation expense | 21 | $ 16 | |
Unamortized compensation cost | $ 3 | ||
Unrestricted Stock [Member] | The 2006 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued under share based compensation program | 13,000 | ||
Unrestricted Stock [Member] | The 2006 Equity Incentive Plan [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued under share based compensation program | 667 | 2,833 |
Securities and Equity Investm32
Securities and Equity Investments - Enertech FV (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | ||
Carrying Value | $ 919 | $ 919 |
Unrealized Gain (Loss) on Investments | 205 | 159 |
Fair Value | $ 1,124 | $ 1,078 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Employee Benefit Plans [Abstract] | |||
401 (k) Matching Expenses | $ 144 | $ 79 | |
Unfunded Benefit Liability | $ 875 | $ 875 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive Savings Plan - Assets | $ 597 | $ 599 |
Executive Savings Plan - Liabilities | (485) | (486) |
Contingent Consideration Fair Value | 1,100 | 1,100 |
Fair Value Net Asset (Liability) | (988) | (987) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Executive Savings Plan - Assets | 597 | 599 |
Executive Savings Plan - Liabilities | (485) | (486) |
Fair Value Net Asset (Liability) | 112 | 113 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration Fair Value | 1,100 | 1,100 |
Fair Value Net Asset (Liability) | $ 1,100 | $ 1,100 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 2,662 | $ 2,538 |
Work in Process | 3,336 | 4,158 |
Finished Goods | 1,635 | 1,558 |
Parts and Supplies | 6,581 | 4,982 |
Inventory, Net | $ 14,214 | $ 13,236 |
Intangible Assets - Other Intan
Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 35,871 | $ 35,871 |
Accumulated Amortization | 5,395 | 4,148 |
INTANGIBLE ASSETS, net of amortization | 30,476 | 31,723 |
Trademarks And Trade Names [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | 3,845 | 3,845 |
Accumulated Amortization | 203 | 139 |
INTANGIBLE ASSETS, net of amortization | $ 3,642 | $ 3,706 |
Trademarks And Trade Names [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Trademarks And Trade Names [Member] | Minimum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 5 years | 5 years |
Technical Library [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 400 | $ 400 |
Accumulated Amortization | 66 | 61 |
INTANGIBLE ASSETS, net of amortization | $ 334 | $ 339 |
Technical Library [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Customer Relationships [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 27,414 | $ 27,414 |
Accumulated Amortization | 2,661 | 2,003 |
INTANGIBLE ASSETS, net of amortization | $ 24,753 | $ 25,411 |
Customer Relationships [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 15 years | 15 years |
Customer Relationships [Member] | Minimum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 6 years | 6 years |
Developed Technology [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 400 | $ 400 |
Accumulated Amortization | 383 | 358 |
INTANGIBLE ASSETS, net of amortization | $ 17 | $ 42 |
Developed Technology [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 4 years | 4 years |
Order Backlog [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 1,621 | $ 1,621 |
Accumulated Amortization | 828 | 545 |
INTANGIBLE ASSETS, net of amortization | $ 793 | $ 1,076 |
Order Backlog [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 1 year | 1 year |
Construction Contract Value [Member] | ||
IntangibleAssets [Line Items] | ||
Gross Carrying Amount | $ 2,191 | $ 2,191 |
Accumulated Amortization | 1,254 | 1,042 |
INTANGIBLE ASSETS, net of amortization | $ 937 | $ 1,149 |
Construction Contract Value [Member] | Maximum [Member] | ||
IntangibleAssets [Line Items] | ||
Estimated Useful Lives | 1 year | 1 year |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Commitments And Contingencies [Abstract] | ||
Accrued Insurance | $ 5,703 | $ 5,464 |
Liability for Claims and Claims Adjustment Expense | 226 | 235 |
Estimated cost of completion of bonded project | 53,281 | |
Insurance Related [Member] | ||
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | 6,176 | |
Vendor Related [Member] | ||
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | 458 | $ 818 |
Capstone [Member] | ||
Loss Contingency [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 10,406 | |
LossContingencyOpinionOfCounsel | To date, the Company has not established a reserve with respect to this matter, as we believe the likelihood of our responsibility for damages is not probable and a potential range of exposure is not reasonably estimable. |
Business Combination (Details)
Business Combination (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Contingent Consideration Fair Value | $ 1,100 | $ 1,100 |
Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Total Consideration Transferred | $ 59,592 | |
Business Acquisition Technibus [Member] | Infrastructure Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | Technibus, Inc. (“Technibus”) | |
Description of Acquired Business | a Canton, Ohio based provider of custom engineered, metal enclosed bus duct solutions | |
Date of Acquisition Agreement | Jun. 15, 2016 | |
Business Acquisition STR [Member] | Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | STR Mechanical, LLC (“STR”) | |
Description of Acquired Business | a Charlotte, North Carolina-based provider of commercial and industrial mechanical services | |
Date of Acquisition Agreement | Apr. 27, 2016 | |
Business Acquisition Calumet [Member] | Infrastructure Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | Calumet Armature & Electric, LLC (“Calumet”) | |
Description of Acquired Business | an Illinois-based provider of design, manufacturing, assembly, and repair services of electric motors for the industrial and mass transit markets | |
Date of Acquisition Agreement | Oct. 30, 2015 | |
Contingent Consideration Fair Value | $ 1,100 | |
Business Acquisition Shanahan [Member] | Commercial & Industrial [Member] | ||
Business Acquisition [Line Items] | ||
Name of Acquired Business | Shanahan Mechanical and Electrical, Inc. (“Shanahan”) | |
Description of Acquired Business | a Nebraska-based provider of mechanical and electrical contracting services | |
Date of Acquisition Agreement | Nov. 20, 2015 |
Business Combination - Pro Form
Business Combination - Pro Formas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Pro Forma Revenue | $ 192,178 | $ 163,346 |
Pro Forma Net Income | $ 3,872 | $ 6,973 |