Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)
(Unaudited)
1. BUSINESS AND ACCOUNTING POLICIES
Description of the Business
IES Holdings, Inc. is a holding company that owns and manages operating subsidiaries that design and install integrated electrical and technology systems and provide infrastructure products and services across a variety of end-markets, including data centers, residential housing and commercial and industrial facilities. Our operations are organized into four principal business segments, based upon the nature of our services:
•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.
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 generated during fall and winter. The Commercial & Industrial, Communications and Infrastructure Solutions segments of our business are less subject to seasonal trends, as work in these segments generally is performed inside structures protected from the weather, although weather can still impact these businesses, especially in the early stages of projects. From quarter to quarter, results for our Communications, Residential, and Commercial & Industrial segments may be materially affected by the timing of new construction projects, and our volume of business may be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. Quarterly results for our Infrastructure Solutions segment may be affected by the timing of outages at our customers’ facilities. Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.
Basis of Financial Statement Preparation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of IES, our wholly-owned subsidiaries, and entities that we control due to ownership of a majority of voting interest and have been prepared in accordance with the instructions to interim financial reporting as prescribed by the United States 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, 2020. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature.
Noncontrolling Interest
In connection with our acquisitions of Bayonet Plumbing, Heating and Air-Conditioning, LLC (“Bayonet”) in fiscal 2021, NEXT Electric, LLC in fiscal 2017, and STR Mechanical, LLC in fiscal 2016, we acquired an 80 percent interest in each of the entities, with the remaining 20 percent interest in each such entity being retained by the respective third party seller. The interests retained by those third party sellers are identified on our Condensed Consolidated Balance Sheets as noncontrolling interest, classified outside of permanent equity. Under the terms of each entity’s operating agreement, after five years from the date of the acquisition, we may elect to purchase, or the third party seller may require us to purchase, part or all of the remaining 20 percent interest in the applicable entity. The purchase price is variable, based on a multiple of earnings as defined in the operating agreements. Therefore, this noncontrolling
interest is carried at the greater of the balance determined under Accounting Standards Codification (“ASC”) 810 and the redemption amounts assuming the noncontrolling interests were redeemable at the balance sheet date. If all of these interests had been redeemable at March 31, 2021, the redemption amount would have been $12,874. During the three and six months ended March 31, 2021, we recorded a valuation adjustment to the balance sheet carrying value of noncontrolling interest of $621 and $503, respectively.
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 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 credit losses, stock-based compensation, reserves for legal matters, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves.
Restricted Cash
Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash. As of March 31, 2021, the Company's restricted cash balances of $4,813 represents cash in escrow for the repayment of a Paycheck Protection Program loan assumed in connection with a business combination completed during the six months ended March 31, 2021. Pending the outcome of an application for loan forgiveness, the cash in escrow will either be used to repay the loan or, if forgiveness is approved, will be paid to the selling shareholders of the acquired entity.
Accounting Standards Recently Adopted
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”), which requires companies to consider historical experiences, current market conditions and reasonable and supportable 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 for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We adopted this standard on October 1, 2020, using a modified retrospective transition method through a cumulative-effect adjustment to beginning retained earnings in the period of adoption. As a result, we recorded an increase in the Allowance for Credit Losses of $284, an increase to Deferred Tax Assets of $70, and an increase of $214 to retained earnings.
ASU 2016-13 requires the recognition of expected credit losses on financial assets measured at amortized cost basis. In calculating our expected credit losses, we considered trade receivables, retainage, and costs and estimated earnings in excess of billings, all of which constitute a homogenous portfolio, and therefore, to measure the expected credit loss, they have been grouped together.
We have elected to calculate an expected credit loss based on loss rates from historical data. Each segment groups financial assets with similar risk characteristics and collectively assesses the expected credit losses. If an individual asset experiences credit deterioration to the extent the credit risk is no longer characteristic of the other assets in the group, it will be analyzed individually. The loss rates for our portfolios include our history of credit loss expense, the aging of our receivables, our expectation of payments and adjustment for forward-looking factors specific to the macroeconomic trends in the U.S. construction market.
Other than trade receivables due in one year or less, we do not have any other financial assets that are past due or are on non-accrual status.
In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Fair Value Measurement Disclosure Framework (“ASU 2018-13”), to modify certain disclosure requirements for fair value measurements. Under the new guidance, registrants will need to disclose weighted average information for significant 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 requires disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period. This guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We adopted this standard on October 1, 2020, with no impact on our Condensed Consolidated Financial Statements.
Accounting Standards Not Yet Adopted
In December 2019, the FASB issued Accounting Standard Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This update is effective for fiscal years beginning after December 15, 2020 and interim periods within that year. Early adoption is permitted. We expect to adopt this standard on October 1, 2021, and do not expect it to have a material impact on our Condensed Consolidated Financial Statements.
2. CONTROLLING STOCKHOLDER
Tontine Associates, L.L.C. ("Tontine Associates"), together with its affiliates (collectively, “Tontine”), is the Company’s controlling stockholder, owning approximately 56 percent of the Company’s outstanding common stock according to a Form 4 filed by Tontine with the SEC on March 11, 2021. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of stockholders.
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 to 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.
Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership of IES could occur. A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of the Company’s net operating losses (“NOLs”) for federal and state income tax purposes. On November 8, 2016, the Company implemented a tax benefit protection plan (the “NOL Rights Plan”). The NOL Rights Plan 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. There can be no assurance that the NOL Rights Plan will be effective in deterring a change in ownership or protecting the NOLs. Furthermore, a change of control 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.
Jeffrey L. Gendell was appointed as Chief 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 Company's Board of Directors (the "Board"), a 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 our Board since February 2012, and who previously served as Interim Director of Operations from November 2017 to January 2019, as Vice Chairman of the Board from November 2016 to November 2017 and as Chairman of the Board from January 2015 to November 2016. David B. Gendell was an employee of Tontine from 2004 until December 31, 2017.
The Company is party to a sublease agreement with Tontine Associates for corporate office space in Greenwich, Connecticut. The sublease extends through February 27, 2023, with monthly payments due in the amount of approximately $8. Payments by the Company are at a rate consistent with that paid by Tontine Associates 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.
3. 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 March 31, 2021, we had capitalized commission costs of $94.
We generally do not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. When
significant pre-contract costs are incurred, they will be capitalized and amortized on a percentage of completion basis over the life of the contract.
Disaggregation of Revenue
We disaggregate our revenue from contracts with customers by activity and contract type, as these categories reflect how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Our consolidated revenue for the three and six months ended March 31, 2021 and 2020 was derived from the following activities. See details in the following tables:
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Three Months Ended March 31,
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Six Months Ended March 31,
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2021
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2020
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2021
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2020
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|
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|
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|
Communications
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$
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94,886
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|
$
|
95,990
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|
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$
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193,242
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|
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$
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180,279
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Residential
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Single-family
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100,476
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58,958
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172,602
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113,832
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Multi-family and Other
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49,860
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41,069
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97,225
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78,923
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Total Residential
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150,336
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100,027
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269,827
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192,755
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Infrastructure Solutions
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Industrial Services
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10,548
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10,724
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20,588
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21,835
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Custom Power Solutions
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24,168
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18,576
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|
|
48,529
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38,748
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Total Infrastructure Solutions
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34,716
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29,300
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69,117
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60,583
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Commercial & Industrial
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52,023
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65,960
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|
114,613
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|
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133,703
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Total Revenue
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$
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331,961
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|
|
$
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291,277
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|
|
$
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646,799
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|
|
$
|
567,320
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Three Months Ended March 31, 2021
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Communications
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Residential
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Infrastructure Solutions
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Commercial & Industrial
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Total
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Fixed-price
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|
$
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68,551
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|
|
$
|
150,336
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|
|
$
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32,959
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|
|
$
|
49,003
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|
|
$
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300,849
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|
Time-and-material
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|
|
26,335
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|
|
|
—
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|
|
|
1,757
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|
|
|
3,020
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|
|
|
31,112
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|
|
Total revenue
|
|
$
|
94,886
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|
|
$
|
150,336
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|
|
$
|
34,716
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|
|
$
|
52,023
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|
|
$
|
331,961
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
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|
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Communications
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Residential
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Infrastructure Solutions
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|
Commercial & Industrial
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Total
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Fixed-price
|
|
$
|
71,377
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|
|
$
|
100,027
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|
|
$
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29,276
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|
|
$
|
62,779
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|
|
$
|
263,459
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|
|
Time-and-material
|
|
|
24,613
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|
|
|
—
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|
|
|
24
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|
|
|
3,181
|
|
|
|
27,818
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|
|
Total revenue
|
|
$
|
95,990
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|
|
$
|
100,027
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|
|
$
|
29,300
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|
|
$
|
65,960
|
|
|
$
|
291,277
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|
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|
|
|
Six Months Ended March 31, 2021
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|
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Communications
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Residential
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Infrastructure Solutions
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Commercial & Industrial
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|
Total
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|
Fixed-price
|
|
$
|
144,565
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|
|
$
|
269,827
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|
|
$
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65,623
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|
|
$
|
109,690
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|
|
$
|
589,705
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Time-and-material
|
|
|
48,677
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|
|
|
—
|
|
|
|
3,494
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|
|
|
4,923
|
|
|
|
57,094
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|
|
Total revenue
|
|
$
|
193,242
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|
|
$
|
269,827
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|
|
$
|
69,117
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|
|
$
|
114,613
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|
|
$
|
646,799
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2020
|
|
|
|
|
Communications
|
|
Residential
|
|
Infrastructure Solutions
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|
Commercial & Industrial
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|
Total
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|
Fixed-price
|
|
$
|
133,404
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|
|
$
|
192,755
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|
|
$
|
58,767
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|
|
$
|
126,614
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|
|
$
|
511,540
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|
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Time-and-material
|
|
|
46,875
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|
|
|
—
|
|
|
|
1,816
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|
|
|
7,089
|
|
|
|
55,780
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|
|
Total revenue
|
|
$
|
180,279
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|
|
$
|
192,755
|
|
|
$
|
60,583
|
|
|
$
|
133,703
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|
|
$
|
567,320
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|
Accounts Receivable
Accounts receivable include amounts which we have billed or have an unconditional right to bill our customers. As of March 31, 2021, Accounts receivable included $12,302 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 Condensed Consolidated Balance Sheet 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 Condensed Consolidated Balance Sheet under the caption “Billings in excess of costs and estimated earnings”.
During the three months ended March 31, 2021 and 2020, we recognized revenue of $28,385 and $21,473 related to our contract liabilities at January 1, 2021 and 2020, respectively. During the six months ended March 31, 2021 and 2020, we recognized revenue of $33,740 and $26,403 related to our contract liabilities at October 1, 2020 and 2019, respectively.
We did not have any impairment losses recognized on our receivables or contract assets for the three and six months ended March 31, 2021 or 2020.
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 March 31, 2021, we had remaining performance obligations of $613,893. The Company expects to recognize revenue on approximately $458,306 of the remaining performance obligations over the next 12 months, with the remaining recognized thereafter.
For the three and six months ended March 31, 2021, net revenue recognized from our performance obligations satisfied in previous periods was not material.
4. DEBT
At March 31, 2021 and September 30, 2020, we had zero and $12, respectively, in borrowings outstanding under our revolving credit facility with Wells Fargo Bank, N.A. ("Wells Fargo"), and long-term debt related to loans on capital expenditures of $140 and $205, respectively. At March 31, 2021, we also had $6,964 in outstanding letters of credit and total availability of $93,036 under our revolving credit facility without triggering our financial covenants under the Amended Credit Agreement (as defined below).
The Company maintains a $100 million revolving credit facility that matures on September 30, 2024, pursuant to our Second Amended and Restated Credit and Security Agreement with Wells Fargo (as amended, the “Amended Credit Agreement”). The Amended Credit Agreement contains customary affirmative, negative and financial covenants as disclosed in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2020. As of March 31, 2021, the Company was in compliance with the financial covenants under the Amended Credit Agreement.
5. PER SHARE INFORMATION
The following tables reconcile the components of basic and diluted earnings per share for the three and six months ended March 31, 2021 and 2020:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
Numerator:
|
|
|
|
|
|
|
|
Net income attributable to common stockholders of IES Holdings, Inc.
|
|
$
|
12,207
|
|
|
$
|
6,175
|
|
|
Increase (decrease) in noncontrolling interest
|
|
|
621
|
|
|
|
(45)
|
|
|
Net income attributable to restricted stockholders of IES Holdings, Inc.
|
|
|
8
|
|
|
|
101
|
|
|
Net income attributable to IES Holdings, Inc.
|
|
$
|
12,836
|
|
|
$
|
6,231
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted average common shares outstanding — basic
|
|
|
20,780,006
|
|
|
|
20,847,245
|
|
|
Effect of dilutive stock options and non-vested securities
|
|
|
291,053
|
|
|
|
275,065
|
|
|
Weighted average common and common equivalent shares outstanding — diluted
|
|
|
21,071,059
|
|
|
|
21,122,310
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to common stockholders of IES Holdings, Inc.:
|
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|
|
|
|
|
|
Basic
|
|
$
|
0.59
|
|
$
|
0.30
|
|
Diluted
|
|
$
|
0.58
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
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|
|
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|
|
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|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
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|
|
|
2021
|
|
2020
|
|
Numerator:
|
|
|
|
|
|
|
|
Net income attributable to common stockholders of IES Holdings, Inc.
|
|
$
|
24,411
|
|
|
$
|
14,510
|
|
|
Increase in noncontrolling interest
|
|
|
503
|
|
|
|
—
|
|
|
Net income attributable to restricted stockholders of IES Holdings, Inc.
|
|
|
20
|
|
|
|
223
|
|
|
Net income attributable to IES Holdings, Inc.
|
|
$
|
24,934
|
|
|
$
|
14,733
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted average common shares outstanding — basic
|
|
|
20,756,879
|
|
|
|
20,865,460
|
|
|
Effect of dilutive stock options and non-vested securities
|
|
|
302,209
|
|
|
|
267,059
|
|
|
Weighted average common and common equivalent shares outstanding — diluted
|
|
|
21,059,088
|
|
|
|
21,132,519
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to common stockholders of IES Holdings, Inc.:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.18
|
|
$
|
0.70
|
|
Diluted
|
|
$
|
1.16
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
For the three and six months ended March 31, 2021 and 2020, 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.
6. OPERATING SEGMENTS
We manage and measure performance of our business in four distinct operating segments: Communications, Residential, Infrastructure Solutions, and Commercial & Industrial. These segments are reflective of how the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purpose of allocating resources and assessing performance. The Company’s CODM is its 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.
Segment information for the three and six months ended March 31, 2021 and 2020 is as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021
|
|
|
|
Communications
|
|
Residential
|
|
Infrastructure Solutions
|
|
Commercial & Industrial
|
|
Corporate
|
|
Total
|
|
Revenues
|
$
|
94,886
|
|
|
$
|
150,336
|
|
|
$
|
34,716
|
|
|
$
|
52,023
|
|
|
$
|
—
|
|
|
$
|
331,961
|
|
|
Cost of services
|
75,339
|
|
|
120,146
|
|
|
25,161
|
|
|
46,441
|
|
|
—
|
|
|
267,087
|
|
|
Gross profit
|
19,547
|
|
|
30,190
|
|
|
9,555
|
|
|
5,582
|
|
|
—
|
|
|
64,874
|
|
|
Selling, general and administrative
|
9,615
|
|
|
21,609
|
|
|
6,242
|
|
|
6,744
|
|
|
3,445
|
|
|
47,655
|
|
|
Contingent consideration
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
Loss (gain) on sale of assets
|
—
|
|
|
52
|
|
|
(26)
|
|
|
(8)
|
|
|
—
|
|
|
18
|
|
|
Operating income (loss)
|
$
|
9,932
|
|
|
$
|
8,456
|
|
|
$
|
3,339
|
|
|
$
|
(1,154)
|
|
|
$
|
(3,445)
|
|
|
$
|
17,128
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
$
|
347
|
|
|
$
|
3,205
|
|
|
$
|
1,554
|
|
|
$
|
683
|
|
|
$
|
39
|
|
|
$
|
5,828
|
|
|
|
Capital expenditures
|
$
|
133
|
|
|
$
|
1,040
|
|
|
$
|
163
|
|
|
$
|
397
|
|
|
$
|
89
|
|
|
$
|
1,822
|
|
|
|
Total assets
|
$
|
128,568
|
|
|
$
|
215,399
|
|
|
$
|
134,037
|
|
|
$
|
69,405
|
|
|
$
|
68,243
|
|
|
$
|
615,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
|
|
Communications
|
|
Residential
|
|
Infrastructure Solutions
|
|
Commercial & Industrial
|
|
Corporate
|
|
Total
|
|
Revenues
|
$
|
95,990
|
|
|
$
|
100,027
|
|
|
$
|
29,300
|
|
|
$
|
65,960
|
|
|
$
|
—
|
|
|
$
|
291,277
|
|
|
Cost of services
|
79,352
|
|
|
77,114
|
|
|
22,055
|
|
|
61,492
|
|
|
—
|
|
|
240,013
|
|
|
Gross profit
|
16,638
|
|
|
22,913
|
|
|
7,245
|
|
|
4,468
|
|
|
—
|
|
|
51,264
|
|
|
Selling, general and administrative
|
9,419
|
|
|
15,754
|
|
|
4,918
|
|
|
8,586
|
|
|
3,359
|
|
|
42,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
|
Operating income (loss)
|
$
|
7,219
|
|
|
$
|
7,159
|
|
|
$
|
2,327
|
|
|
$
|
(4,117)
|
|
|
$
|
(3,359)
|
|
|
$
|
9,229
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
$
|
343
|
|
|
$
|
431
|
|
|
$
|
1,754
|
|
|
$
|
689
|
|
|
$
|
18
|
|
|
$
|
3,235
|
|
|
|
Capital expenditures
|
$
|
186
|
|
|
$
|
657
|
|
|
$
|
153
|
|
|
$
|
212
|
|
|
$
|
299
|
|
|
$
|
1,507
|
|
|
|
Total assets
|
$
|
126,871
|
|
|
$
|
101,246
|
|
|
$
|
127,426
|
|
|
$
|
75,075
|
|
|
$
|
95,726
|
|
|
$
|
526,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2021
|
|
|
|
Communications
|
|
Residential
|
|
Infrastructure Solutions
|
|
Commercial & Industrial
|
|
Corporate
|
|
Total
|
|
Revenues
|
$
|
193,242
|
|
|
$
|
269,827
|
|
|
$
|
69,117
|
|
|
$
|
114,613
|
|
|
$
|
—
|
|
|
$
|
646,799
|
|
|
Cost of services
|
155,156
|
|
|
216,109
|
|
|
48,625
|
|
|
103,356
|
|
|
—
|
|
|
523,246
|
|
|
Gross profit
|
38,086
|
|
|
53,718
|
|
|
20,492
|
|
|
11,257
|
|
|
—
|
|
|
123,553
|
|
|
Selling, general and administrative
|
18,956
|
|
|
38,936
|
|
|
11,853
|
|
|
13,168
|
|
|
7,528
|
|
|
90,441
|
|
|
Contingent consideration
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
Loss (gain) on sale of assets
|
—
|
|
|
52
|
|
|
(27)
|
|
|
(17)
|
|
|
—
|
|
|
8
|
|
|
Operating income (loss)
|
$
|
19,130
|
|
|
$
|
14,657
|
|
|
$
|
8,666
|
|
|
$
|
(1,894)
|
|
|
$
|
(7,528)
|
|
|
$
|
33,031
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
$
|
694
|
|
|
$
|
4,709
|
|
|
$
|
2,995
|
|
|
$
|
1,377
|
|
|
$
|
73
|
|
|
$
|
9,848
|
|
|
|
Capital expenditures
|
$
|
265
|
|
|
$
|
1,477
|
|
|
$
|
508
|
|
|
$
|
665
|
|
|
$
|
89
|
|
|
$
|
3,004
|
|
|
|
Total assets
|
$
|
128,568
|
|
|
$
|
215,399
|
|
|
$
|
134,037
|
|
|
$
|
69,405
|
|
|
$
|
68,243
|
|
|
$
|
615,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2020
|
|
|
|
Communications
|
|
Residential
|
|
Infrastructure Solutions
|
|
Commercial & Industrial
|
|
Corporate
|
|
Total
|
|
Revenues
|
$
|
180,279
|
|
|
$
|
192,755
|
|
|
$
|
60,583
|
|
|
$
|
133,703
|
|
|
$
|
—
|
|
|
$
|
567,320
|
|
|
Cost of services
|
148,074
|
|
|
149,699
|
|
|
45,568
|
|
|
122,500
|
|
|
—
|
|
|
465,841
|
|
|
Gross profit
|
32,205
|
|
|
43,056
|
|
|
15,015
|
|
|
11,203
|
|
|
—
|
|
|
101,479
|
|
|
Selling, general and administrative
|
17,988
|
|
|
29,474
|
|
|
9,411
|
|
|
15,874
|
|
|
7,161
|
|
|
79,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of assets
|
(9)
|
|
|
—
|
|
|
—
|
|
|
(28)
|
|
|
—
|
|
|
(37)
|
|
|
Operating income (loss)
|
$
|
14,226
|
|
|
$
|
13,582
|
|
|
$
|
5,604
|
|
|
$
|
(4,643)
|
|
|
$
|
(7,161)
|
|
|
$
|
21,608
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
$
|
680
|
|
|
$
|
641
|
|
|
$
|
2,874
|
|
|
$
|
1,365
|
|
|
$
|
37
|
|
|
$
|
5,597
|
|
|
|
Capital expenditures
|
$
|
468
|
|
|
$
|
869
|
|
|
$
|
590
|
|
|
$
|
672
|
|
|
$
|
299
|
|
|
$
|
2,898
|
|
|
|
Total assets
|
$
|
126,871
|
|
|
$
|
101,246
|
|
|
$
|
127,426
|
|
|
$
|
75,075
|
|
|
$
|
95,726
|
|
|
$
|
526,344
|
|
7. STOCKHOLDERS’ EQUITY
Equity Incentive Plan
The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which approximately 828,238 shares were available for issuance at March 31, 2021.
Stock Repurchase Program
In 2015, our Board 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, and on May 2, 2019, our Board 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 Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program 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 repurchased no shares of our common stock during the three and six months ended March 31, 2021. We repurchased 178,431 and 198,248 shares, respectively, of our common stock during the three and six months ended March 31, 2020 in open market transactions at an average price of $22.60 and $22.59, respectively, per share.
Treasury Stock
During the six months ended March 31, 2021, we issued 38,087 shares of common stock from treasury stock to employees and repurchased 16,882 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. In addition, 13,996 restricted shares were forfeited by certain former employees upon their departure and returned to treasury stock. We also issued 380 unrestricted shares of common stock from treasury stock to members of our Board of Directors as part of their overall compensation, and we issued 68,860 shares from treasury stock to satisfy the vesting of Director PSUs (as defined below) in conjunction with the departure of a board member.
During the six months ended March 31, 2020, we issued 113,408 shares of common stock from treasury stock to employees and repurchased 17,427 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. We also issued 3,172 unrestricted shares of common stock from treasury to members of our Board of Directors as part of their overall compensation and 5,750 unrestricted shares of common stock from treasury stock to satisfy the exercise of outstanding options. In addition, we repurchased 198,248 shares of common stock on the open market pursuant to our stock repurchase program.
Restricted Stock
We granted no restricted shares to executives during the six months ended March 31, 2021. Of the awards previously granted, 8,183 shares vested and 13,996 shares were forfeited by certain former employees upon their departure. The remaining restricted shares either vest subject to the achievement of specified levels of cumulative net income before taxes or vest based on the passage of time. During the three months ended March 31, 2021 and 2020, we recognized $36 and $429, respectively, in compensation expense related to all restricted stock awards. During the six months ended March 31, 2021 and 2020, we recognized $74 and $795, respectively, in compensation expense related to all restricted stock awards. At March 31, 2021, the unamortized compensation cost related to outstanding unvested restricted stock was $238.
Director Phantom Stock Units
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, or upon a change in control. We record compensation expense for the full value of the grant on the date of grant. During the three months ended March 31, 2021 and 2020, we recognized $90 and $96, respectively, in compensation expense related to these grants. During the six months ended March 31, 2021 and 2020, we recognized $186 and $197, respectively, in compensation expense related to these grants.
Employee Phantom Stock Units
An employee phantom stock unit (an “Employee PSU”) is a contractual right to receive one share of the Company’s common stock. 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 through the vesting date.
As of March 31, 2021, the Company had outstanding Employee PSUs, which, subject to the achievement of certain performance metrics, could result in the issuance of 291,586 shares of common stock. Of the Employee PSUs granted, 114,067 Employee PSUs have been forfeited, and 87,769 have vested. During the three months ended March 31, 2021 and 2020, we recognized $711 and $187, respectively, in compensation expense related to Employee PSU grants. During the six months ended March 31, 2021 and 2020, we recognized $1,408 and $615, respectively, in compensation expense related to Employee PSU grants.
8. EMPLOYEE BENEFIT PLANS
401(k) Plan
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. During the three months ended March 31, 2021 and 2020, we recognized $773 and $697, respectively, in matching expense. During the six months ended March 31, 2021 and 2020, we recognized $1,479 and $1,082, 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 $601 and $719 recorded as of March 31, 2021 and September 30, 2020, respectively, related to such plans.
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 (1) the asset or liability is 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 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 March 31, 2021, 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 contingent consideration liabilities related to certain of our acquisitions.
Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and September 30, 2020, are summarized in the following tables by the type of inputs applicable to the fair value measurements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
|
|
|
Total Fair Value
|
|
|
Quoted Prices (Level 1)
|
|
|
Significant Unobservable Inputs (Level 3)
|
|
Executive savings plan assets
|
|
$
|
892
|
|
|
$
|
892
|
|
|
$
|
—
|
|
|
Executive savings plan liabilities
|
|
|
(765)
|
|
|
|
(765)
|
|
|
|
—
|
|
|
Contingent consideration
|
|
|
4,147
|
|
|
|
—
|
|
|
|
4,147
|
|
|
Total
|
|
$
|
4,274
|
|
|
$
|
127
|
|
|
$
|
4,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
|
|
|
Total Fair Value
|
|
|
Quoted Prices (Level 1)
|
|
|
Significant Unobservable Inputs (Level 3)
|
|
Executive savings plan assets
|
|
$
|
766
|
|
|
$
|
766
|
|
|
$
|
—
|
|
|
Executive savings plan liabilities
|
|
|
(644)
|
|
|
|
(644)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
122
|
|
|
$
|
122
|
|
|
$
|
—
|
|
We entered into a contingent consideration arrangement related to the acquisition of Bayonet. At March 31, 2021, we estimated the fair value of this contingent consideration liability at $4,147. The table below presents the fair value of this obligation, which used significant unobservable inputs (Level 3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Agreements
|
|
Fair value at September 30, 2020
|
|
$
|
—
|
|
|
Acquisitions
|
|
|
4,074
|
|
|
Net adjustments to fair value
|
|
|
73
|
|
|
Fair value at March 31, 2021
|
|
$
|
4,147
|
|
|
|
|
|
|
|
|
|
|
|
10. INVENTORY
Inventories consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
September 30,
|
|
|
|
2021
|
|
2020
|
|
Raw materials
|
$
|
4,509
|
|
|
$
|
3,232
|
|
|
Work in process
|
|
5,540
|
|
|
|
4,894
|
|
|
Finished goods
|
|
1,599
|
|
|
|
1,186
|
|
|
Parts and supplies
|
|
27,260
|
|
|
|
15,577
|
|
|
Total inventories
|
$
|
38,908
|
|
|
$
|
24,889
|
|
11. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following summarizes changes in the carrying value of goodwill by segment for the six months ended March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications
|
|
|
Residential
|
|
Infrastructure Solutions
|
|
|
|
|
Total
|
|
Goodwill at September 30, 2020
|
|
$
|
2,816
|
|
|
|
$
|
16,219
|
|
|
$
|
34,728
|
|
|
|
|
|
|
$
|
53,763
|
|
|
Acquisitions
|
|
|
—
|
|
|
|
|
18,201
|
|
|
|
3,363
|
|
|
|
|
|
|
|
21,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at March 31, 2021
|
|
$
|
2,816
|
|
|
|
$
|
34,420
|
|
|
$
|
38,091
|
|
|
|
|
|
|
$
|
75,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets
Intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Lives (in Years)
|
|
March 31, 2021
|
|
|
|
|
|
|
Gross Carrying Amount
|
|
|
Accumulated Amortization
|
|
Net
|
|
Trademarks/trade names
|
|
5
|
-
|
20
|
|
$
|
12,194
|
|
|
$
|
(2,236)
|
|
|
$
|
9,958
|
|
|
Technical library
|
|
20
|
|
|
400
|
|
|
|
(151)
|
|
|
|
249
|
|
|
Customer relationships
|
|
6
|
-
|
15
|
|
|
80,379
|
|
|
|
(18,486)
|
|
|
|
61,893
|
|
|
Non-competition arrangements
|
|
5
|
|
|
40
|
|
|
|
(21)
|
|
|
|
19
|
|
|
Backlog and construction contracts
|
|
1
|
|
|
4,957
|
|
|
|
(3,751)
|
|
|
|
1,206
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
97,970
|
|
|
$
|
(24,645)
|
|
|
$
|
73,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Lives (in Years)
|
|
September 30, 2020
|
|
|
|
|
|
|
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 intangible assets
|
|
|
|
|
|
$
|
58,026
|
|
|
$
|
(18,669)
|
|
|
$
|
39,357
|
|
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. As of March 31, 2021, we did not have any material pending legal proceedings.
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 are accrued based upon our known claims incurred and an estimate of claims incurred but not reported. As a result, many of our claims are effectively self-insured. Many claims against our insurance are in the form of litigation. At March 31, 2021 and September 30, 2020, we had $6,136 and $6,254, respectively, accrued for self-insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of March 31, 2021 and September 30, 2020, we had $37 and $36, 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 March 31, 2021 and September 30, 2020, $6,764 and $5,464, respectively, of our outstanding letters of credit were utilized to collateralize our insurance program.
Surety
As of March 31, 2021, the estimated cost to complete our bonded projects was approximately $87,698. 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 each of March 31, 2021 and September 30, 2020, $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 than one year and require us to buy minimum
quantities of materials at specific intervals at a fixed price over the term. As of March 31, 2021, we had commitments of $11,569 outstanding under agreements to purchase copper wire over the next four months in the ordinary course of business.
13. LEASES
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 and finance liabilities of $13,256 and $613, respectively, as of March 31, 2021, and $11,056 and $418, respectively, as of September 30, 2020, were included in "Accounts payable and accrued expenses" in the Condensed Consolidated Balance Sheets. 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 Condensed Consolidated Balance Sheets.
The maturities of our lease liabilities as of March 31, 2021 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
|
Remainder of 2021
|
$
|
10,353
|
|
|
$
|
475
|
|
|
$
|
10,828
|
|
|
2022
|
11,349
|
|
|
613
|
|
|
11,962
|
|
|
2023
|
7,458
|
|
|
606
|
|
|
8,064
|
|
|
2024
|
4,701
|
|
|
561
|
|
|
5,262
|
|
|
2025
|
3,297
|
|
|
277
|
|
|
3,574
|
|
|
Thereafter
|
7,410
|
|
|
5
|
|
|
7,415
|
|
|
Total undiscounted lease payments
|
$
|
44,568
|
|
|
$
|
2,537
|
|
|
$
|
47,105
|
|
|
Less: imputed interest
|
4,443
|
|
|
231
|
|
|
4,674
|
|
|
Present value of lease liabilities
|
$
|
40,125
|
|
|
$
|
2,306
|
|
|
$
|
42,431
|
|
The total future undiscounted cash flows related to lease agreements committed to but not yet commenced as of March 31, 2021, is $4,175.
Lease cost recognized in our Condensed Consolidated Statements of Comprehensive Income is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 31, 2021
|
|
March 31, 2020
|
|
March 31, 2021
|
|
March 31, 2020
|
|
Operating lease cost
|
$
|
3,804
|
|
|
$
|
2,917
|
|
$
|
0
|
|
$
|
7,049
|
|
|
$
|
5,940
|
|
|
Finance lease cost
|
|
|
|
|
|
|
|
|
Amortization of lease assets
|
133
|
|
|
60
|
|
|
242
|
|
|
60
|
|
|
Interest on lease liabilities
|
26
|
|
|
15
|
|
|
48
|
|
|
15
|
|
|
Finance lease cost
|
159
|
|
|
75
|
|
|
290
|
|
|
75
|
|
|
Short-term lease cost
|
237
|
|
|
279
|
|
|
550
|
|
|
475
|
|
|
Variable lease cost
|
343
|
|
|
251
|
|
|
634
|
|
|
428
|
|
|
Total lease cost
|
$
|
4,543
|
|
|
$
|
3,522
|
|
|
$
|
8,523
|
|
|
$
|
6,918
|
|
Other information about lease amounts recognized in our Condensed Consolidated Financial Statements is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 31, 2021
|
March 31, 2020
|
|
March 31, 2021
|
March 31, 2020
|
|
Operating cash flows used for operating leases
|
$
|
3,654
|
|
|
$
|
3,181
|
|
|
$
|
7,649
|
|
|
$
|
6,298
|
|
|
Operating cash flows used for finance leases
|
—
|
|
|
15
|
|
|
48
|
|
|
15
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
6,247
|
|
|
2,557
|
|
|
14,861
|
|
|
8,144
|
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities
|
396
|
|
|
497
|
|
|
960
|
|
|
928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
September 30, 2020
|
|
Weighted-average remaining lease term - operating leases
|
4.9 years
|
|
4.3 years
|
|
Weighted-average remaining lease term - finance leases
|
4.2 years
|
|
4.4 years
|
|
Weighted-average discount rate - operating leases
|
3.8
|
%
|
|
3.9
|
%
|
|
Weighted-average discount rate - finance leases
|
4.7
|
%
|
|
5.1
|
%
|
14. BUSINESS COMBINATIONS AND DIVESTITURES
Fiscal 2021
The Company completed three acquisitions during the six months ended March 31, 2021:
•Bayonet Plumbing, Heating and Air-Conditioning, LLC ("Bayonet") - On December 21, 2020, we acquired an 80% ownership interest in Bayonet, a Hudson, Florida-based provider of residential heating, ventilation and air conditioning (HVAC) and plumbing installation and maintenance services. The acquisition of Bayonet allows us to expand into the Florida market, while adding plumbing and HVAC to our service offerings. Bayonet is part of our Residential segment and continues to operate under the Bayonet name.
•Wedlake Fabricating, Inc. (“Wedlake”) - On November 19, 2020 we acquired Wedlake, a Tulsa, Oklahoma-based manufacturer of custom generator enclosures that are primarily used by data centers and large commercial and industrial facilities. The acquisition of Wedlake will expand our generator enclosures business and our geographic footprint. Wedlake is part of our Infrastructure Solutions segment and continues to operate under the Wedlake name.
•K.E.P. Electric, Inc. (“KEP”) - On November 5, 2020, we acquired KEP, a Batavia, Ohio-based electrical contractor specializing in the design and installation of electrical systems for single-family housing and multi-family developments. The acquisition of KEP, which has operations in Ohio and Kentucky, will advance the expansion of our Residential service offerings into the Midwest. KEP is part of our Residential segment and continues to operate under the KEP name.
Total aggregate cash consideration for these acquisitions was $55,468, of which $5,799 was paid into escrow pending discharge of the acquired companies' indebtedness under the Paycheck Protection Program ("PPP") established by the Coronavirus Aid, Relief, and Economic Security Act and implemented by the U.S. Small Business Administration. Loans made under the PPP are eligible to be forgiven if certain criteria are met. Each acquired entity completed its application for forgiveness of the outstanding balance of their respective PPP loans prior to being acquired by us. If the PPP loans are forgiven in full, these funds will be released to the acquired entities, and under the terms of our agreement with the sellers, these funds will then be repaid to the sellers. If any of the PPP loans are not forgiven in full, funds will be paid from the escrow account to the respective lender in satisfaction of the unforgiven balance of such PPP loan. During the six months ended March 31, 2021, one of the PPP loans was forgiven, and related escrowed funds were released. The remaining escrowed funds are included in Restricted Cash, with a corresponding liability in Accounts Payable and Accrued Expenses on our Condensed Consolidated Balance Sheets.
In addition to the cash consideration, the purchase price also includes contingent consideration with respect to the acquisition of Bayonet of up to $4,500 due in December 2023. Amounts to be paid are contingent on earnings achieved over a three year period, and will accrue interest on the $4,500 at a rate of 3%, to be paid quarterly. This contingent liability was valued at $4,074 as of the date of the acquisition.
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 the 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 the 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
further adjustments to the preliminary amounts recorded. The preliminary valuation of the assets acquired and liabilities assumed is as follows:
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
$
|
14,980
|
|
|
Property and equipment
|
|
4,867
|
|
|
Intangible assets
|
|
39,995
|
|
|
Goodwill
|
|
21,564
|
|
|
Operating right of use assets
|
|
296
|
|
|
Current liabilities
|
|
(12,027)
|
|
|
Operating long-term lease liability
|
|
(342)
|
|
|
Deferred tax liability
|
|
(3,071)
|
|
|
Noncontrolling interest
|
|
(10,794)
|
|
|
Net assets acquired
|
$
|
55,468
|
|
With regard to goodwill, the balance is attributable to the workforce of the acquired businesses and other intangibles that do not qualify for separate recognition. In connection with these acquisitions, the preliminary estimate of acquired goodwill is $21,564 of which $11,329 is estimated to be tax deductible.
The intangible assets acquired primarily consisted of Customer Relationships and Trade Names with a total weighted-average amortization period of 6.2.
These acquisitions contributed $44,539 in additional revenue and $2,437 in operating income during the six months ended March 31, 2021.
Fiscal 2020
We completed two acquisitions in fiscal 2020 for total aggregate cash consideration of $28,952. We acquired both Aerial Lighting & Electric, Inc. ("Aerial") and Plant Power & Control Systems, LLC ("PPCS") in February 2020.
Unaudited Pro Forma Information
The following unaudited supplemental pro forma results of operations for the three and six months ended March 31, 2021 and 2020 are calculated as if each acquisition occurred as of October 1 of the fiscal year prior to consummation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Revenues
|
|
$
|
331,961
|
|
|
$
|
331,615
|
|
|
$
|
670,132
|
|
|
$
|
648,411
|
|
|
Net income attributable to IES Holdings, Inc.
|
$
|
12,878
|
|
|
$
|
9,321
|
|
|
$
|
25,145
|
|
|
$
|
19,212
|
|