(Mark One)
For the quarterly period endedDecember 31, 2020
For the transition period from                      to                     

Commission file number
IES Holdings, Inc.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
5433 Westheimer Road, Suite 500, Houston, Texas 77056
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (713860-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol     Name of each exchange on which registered
Common Stock, par value $0.01 per share
NASDAQ Global Market
Rights to Purchase Preferred Stock
NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
On February 3, 2021, there were 20,769,984 shares of common stock outstanding.






In this Quarterly Report on Form 10-Q, the words “IES”, the “Company”, the “Registrant”, “we”, “our”, “ours” and “us” refer to IES Holdings, Inc. and, except as otherwise specified herein, to our subsidiaries.


This Quarterly Report on Form 10-Q includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:

the impact of the COVID-19 outbreak or future epidemics on our business, including the potential for new or continuing job site closures or work stoppages, supply chain disruptions, delays in awarding new project bids, construction delays, reduced demand for our services, delays in our ability to collect from our customers, or illness of management or other employees;

competition in the industries in which we operate, both from third parties and former employees, which could result in the loss of one or more customers or lead to lower margins on new projects;

our ability to successfully manage projects, the cost and availability of qualified labor and the ability to maintain positive labor relations, and our ability to pass along increases in the cost of commodities used in our business, in particular, copper, aluminum, steel, fuel and certain plastics; potential supply chain disruptions due to credit or liquidity problems faced by our suppliers;

our ability to enter into, and the terms of, future contracts;

the inability to carry out plans and strategies as expected, including the inability to identify and complete acquisitions that meet our investment criteria in furtherance of our corporate strategy, or the subsequent underperformance of those acquisitions;

challenges integrating new businesses into the Company or new types of work, products or processes into our segments;

a general reduction in the demand for our services;

backlog that may not be realized or may not result in profits;

closures or sales of facilities resulting in significant future charges, including potential warranty losses or other unexpected liabilities, or a significant disruption of our operations;

an increased cost of surety bonds affecting margins on work and the potential for our surety providers to refuse bonding or require additional collateral at their discretion;

fluctuations in operating activity due to downturns in levels of construction or the housing market, seasonality and differing regional economic conditions;

increases in bad debt expense and days sales outstanding due to liquidity problems faced by our customers;

accidents resulting from the physical hazards associated with our work and the potential for accidents;

the possibility that our current insurance coverage may not be adequate or that we may not be able to obtain policies at acceptable rates;

the effect of litigation, claims and contingencies, including warranty losses, damages or other latent defect claims in excess of our existing reserves and accruals;

interruptions to our information systems and cyber security or data breaches;

liabilities under laws and regulations protecting the environment;

loss of key personnel and effective transition of new management, or inability to transfer, renew and obtain electrical and other licenses;

the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a change in the federal tax rate;

the recognition of tax benefits related to uncertain tax positions and the potential for disagreements with taxing authorities with regard to tax positions we have adopted;

the potential recognition of valuation allowances or write-downs on deferred tax assets;

limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures, complete acquisitions, and for debt service;

credit and capital market conditions, including changes in interest rates that affect the cost of construction financing and mortgages, and the inability of some of our customers to retain sufficient financing, which could lead to project delays or cancellations;

difficulty in fulfilling the covenant terms of our revolving credit facility, including liquidity, and other financial requirements, which could result in a default and acceleration of any indebtedness we may incur under our revolving credit facility;

inaccurate estimates used when entering into fixed-priced contracts, the possibility of errors when estimating revenue and progress to date on percentage-of-completion contracts, and complications associated with the incorporation of new accounting, control and operating procedures;

uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow;

the recognition of potential goodwill, long-lived assets and other investment impairments;

the phase-out, replacement or unavailability of the London Interbank Offered Rate ("LIBOR");

the existence of a controlling shareholder, who has the ability to take action not aligned with other shareholders or could dispose of all or any portion of the shares of our common stock it holds, which could trigger certain change of control provisions in a number of our material agreements, including our financing and surety arrangements and our executive severance plan, as well as exercisability of the purchase rights under our tax benefit protection plan;

the relatively low trading volume of our common stock, as a result of which it could be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares;

the possibility that we issue additional shares of common stock, preferred stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the value per share of our common stock;

the potential for substantial sales of our common stock, which could adversely affect our stock price;

the possibility that our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur, and

other factors discussed elsewhere in this Quarterly Report on Form 10-Q.

You should understand that the foregoing, as well as other risk factors discussed in this document and those listed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including without limitation information concerning our controlling stockholder, net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Forward-looking statements are provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties and risks described herein.

Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(In Thousands, Except Share Information)

December 31,September 30,
Cash and cash equivalents$27,281 $53,577 
Restricted cash4,813  
Accounts receivable:
Trade, net of allowance of $1,389 and $2,613, respectively
214,948 213,016 
Retainage41,821 40,878 
Inventories33,298 24,889 
Costs and estimated earnings in excess of billings23,836 29,937 
Prepaid expenses and other current assets12,878 9,153 
Total current assets358,875 371,450 
Property and equipment, net29,164 24,589 
Goodwill86,449 53,763 
Intangible assets, net62,823 39,357 
Deferred tax assets29,760 33,803 
Operating right of use assets36,606 31,786 
Other non-current assets5,693 5,780 
Total assets$609,370 $560,528 
Accounts payable and accrued expenses184,270 186,710 
Billings in excess of costs and estimated earnings64,731 55,739 
Total current liabilities249,001 242,449 
Long-term debt14,495 217 
Operating long-term lease liabilities23,907 20,530 
Other non-current liabilities13,912 12,215 
Total liabilities301,315 275,411 
Noncontrolling interest12,593 1,804 
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued
and outstanding  
Common stock, $0.01 par value, 100,000,000 shares authorized; 22,049,529
issued and 20,769,984 and 20,762,395 outstanding, respectively
220 220 
Treasury stock, at cost, 1,279,545 and 1,287,134 shares, respectively
Additional paid-in capital201,219 200,587 
Retained earnings119,007 107,005 
Total stockholders’ equity295,462 283,313 
Total liabilities and stockholders’ equity$609,370 $560,528 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


Condensed Consolidated Statements of Comprehensive Income
(In Thousands, Except Share Information)

Three Months Ended December 31,
Revenues$314,838 $276,043 
Cost of services256,159 225,828 
Gross profit58,679 50,215 
Selling, general and administrative expenses42,786 37,872 
Gain on sale of assets(10)(36)
Operating income15,903 12,379 
Interest and other (income) expense:
Interest expense172 239 
Other (income) expense, net(118)141 
Income from operations before income taxes15,849 11,999 
Provision for income taxes3,639 3,469 
Net income12,210 8,530 
Net income attributable to noncontrolling interest(112)(28)
Comprehensive income attributable to IES Holdings, Inc.$12,098 $8,502 
Earnings per share attributable to IES Holdings, Inc.:
Shares used in the computation of earnings per share:

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
(In Thousands, Except Share Information)

Three Months Ended December 31, 2020
Common StockTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmountSharesAmountAdditional Paid-In Capital
BALANCE, September 30, 202022,049,529 $220 (1,287,134)$(24,499)$200,587 $107,005 $283,313 
Issuances under compensation plans— — 38,467 741 (741)— — 
Acquisition of treasury stock— — (30,878)(1,226)531 — (695)
Non-cash compensation— — — — 842 — 842 
Decrease in noncontrolling interest— — — — — 118 118 
Cumulative effect adjustment from adoption of new accounting standard— — — — — (214)(214)
Net income attributable to IES Holdings, Inc.— — — — — 12,098 12,098 
BALANCE, December 31, 202022,049,529 $220 (1,279,545)$(24,984)$201,219 $119,007 $295,462 

Three Months Ended December 31, 2019
Common StockTreasury StockRetained EarningsTotal Stockholders' Equity
SharesAmountSharesAmountAdditional Paid -In Capital
BALANCE, September 30, 201922,049,529 $220 (884,518)$(12,483)$192,911 $65,600 $246,248 
Issuances under compensation plans— — 95,409 1,343 (1,343)— — 
Acquisition of treasury stock— — (37,244)(858) — (858)
Non-cash compensation— — — — 931 — 931 
Increase in noncontrolling interest— — — — — (45)(45)
Net income attributable to IES Holdings, Inc.— — — — — 8,502 8,502 
BALANCE, December 31, 201922,049,529 $220 (826,353)$(11,998)$192,499 $74,057 $254,778 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


Condensed Consolidated Statements of Cash Flows
(In Thousands)

Three Months Ended December 31,
Net income$12,210 $8,530 
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense(168)21 
Deferred financing cost amortization46 101 
Depreciation and amortization4,020 2,362 
Gain on sale of assets(10)(36)
Non-cash compensation expense842 931 
Deferred income taxes2,751 2,815 
Changes in operating assets and liabilities:
Accounts receivable6,008 16,699 
Costs and estimated earnings in excess of billings6,101 1,918 
Prepaid expenses and other current assets(2,466)(6,291)
Other non-current assets(302)74 
Accounts payable and accrued expenses(14,764)(22,772)
Billings in excess of costs and estimated earnings8,992 4,992 
Other non-current liabilities1,310 (6)
Net cash provided by operating activities20,250 11,021 
Purchases of property and equipment(1,182)(1,391)
Proceeds from sale of assets12 46 
Cash paid in conjunction with business combinations(54,774)— 
Net cash used in investing activities(55,944)(1,345)
Borrowings of debt25,115 104,189 
Repayments of debt(10,099)(104,189)
Cash paid for finance leases(110)— 
Distribution to noncontrolling interest (457)
Purchase of treasury stock(695)(858)
Net cash provided by (used in) financing activities14,211 (1,315)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period53,577 18,934 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period$32,094 $27,295 
Cash paid for interest$99 $273 
Cash paid for income taxes (net)$19 $(707)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Notes to the Condensed Consolidated Financial Statements
(All Amounts in Thousands Except Share Amounts)

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 currently organized into four principal business segments, based upon the nature of our current 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. Our service and maintenance business is generally not affected by seasonality. Our volume of business may be adversely affected by declines in construction projects resulting from adverse regional or national economic conditions. Quarterly results may also be materially affected by the timing of new construction projects. 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 December 31, 2020, the redemption amount would have been $12,234.

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 doubtful accounts receivable, stock-based compensation, reserves for legal matters, realizability of deferred tax assets, unrecognized tax benefits and self-insured claims liabilities and related reserves.

Restricted Cash

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash. As of December 31, 2020, the Company's restricted cash balances of $4,813 represents cash in escrow for the repayment of a Paycheck Protection Program loan acquired in connection with a business combination completed during the quarter ended December 31, 2020. 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, the cash 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 adjustment 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.


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 based on an amended Schedule 13D filed by Tontine with the United States Securities and Exchange Commission (the "SEC") on October 9, 2020. Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of 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.




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 December 31, 2020, we had capitalized commission costs of $96.
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 months ended December 31, 2020 and 2019 was derived from the following activities. See details in the following tables:

Three Months Ended December 31,
Communications$98,356 $84,289 
Single-family72,126 54,874 
Multi-family and Other47,365 37,854 
Total Residential119,491 92,728 
Infrastructure Solutions
Industrial Services10,040 11,111 
Custom Power Solutions24,361 20,172 
Total Infrastructure Solutions34,401 31,283 
Commercial & Industrial$62,590 $67,743 
Total Revenue$314,838 $276,043 

Three Months Ended December 31, 2020
CommunicationsResidentialInfrastructure SolutionsCommercial & IndustrialTotal
Fixed-price$76,014 $119,491 $32,664 $60,687 $288,856 
Time-and-material22,342  1,737 1,903 25,982 
Total revenue$98,356 $119,491 $34,401 $62,590 $314,838 
Three Months Ended December 31, 2019
CommunicationsResidentialInfrastructure SolutionsCommercial & IndustrialTotal
Fixed-price$62,027 $92,728 $29,491 $63,835 $248,081 
Time-and-material22,262  1,792 3,908 27,962 
Total revenue$84,289 $92,728 $31,283 $67,743 $276,043 


Accounts Receivable

Accounts receivable include amounts which we have billed or have an unconditional right to bill our customers. As of December 31, 2020, Accounts receivable included $10,392 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 December 31, 2020 and 2019, we recognized revenue of $25,225 and $19,550 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 months ended December 31, 2020 or 2019.
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 December 31, 2020, we had remaining performance obligations of $525,141. The Company expects to recognize revenue on approximately $443,580 of the remaining performance obligations over the next 12 months, with the remaining recognized thereafter.
For the three months ended December 31, 2020, net revenue recognized from our performance obligations satisfied in previous periods was not material.

4.  DEBT

At December 31, 2020 and September 30, 2020, we had $14,307 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 $188 and $205, respectively. At December 31, 2020, we also had $6,314 in outstanding letters of credit and total availability of $78,659 under our revolving credit facility without triggering our financial covenants under 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 December 31, 2020, the Company was in compliance with the financial covenants under the Amended Credit Agreement.



The following tables reconcile the components of basic and diluted earnings per share for the three months ended December 31, 2020 and 2019:
Three Months Ended December 31,
Net income attributable to common stockholders of IES Holdings, Inc.$12,204 $8,337 
Increase (decrease) in noncontrolling interest(118)45 
Net income attributable to restricted stockholders of IES Holdings, Inc.12 120 
Net income attributable to IES Holdings, Inc.$12,098 $8,502 
Weighted average common shares outstanding — basic20,734,516 20,883,477 
Effect of dilutive stock options and non-vested securities326,839 264,835 
Weighted average common and common equivalent shares outstanding — diluted
21,061,355 21,148,312 
Earnings per share attributable to common shareholders of IES Holdings, Inc.:

For the three months ended December 31, 2020 and 2019, 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.


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 months ended December 31, 2020 and 2019 is as follows:

Three Months Ended December 31, 2020
CommunicationsResidentialInfrastructure SolutionsCommercial & IndustrialCorporateTotal
Revenues$98,356 $119,491 $34,401 $62,590 $ $314,838 
Cost of services79,817 95,963 23,464 56,915  256,159 
Gross profit18,539 23,528 10,937 5,675  58,679 
Selling, general and administrative9,341 17,327 5,611 6,424 4,083 42,786 
Gain on sale of assets  (1)(9) (10)
Operating income (loss)9,198 6,201 5,327 (740)(4,083)15,903 
Other data:
Depreciation and amortization expense$347 $1,504 $1,441 $694 $34 $4,020 
Capital expenditures$132 $437 $345 $268 $ $1,182 
Total assets$137,457 $198,227 $129,283 $72,148 $72,255 $609,370 

Three Months Ended December 31, 2019
CommunicationsResidentialInfrastructure SolutionsCommercial & IndustrialCorporateTotal
Revenues$84,289 $92,728 $31,283 $67,743 $ $276,043 
Cost of services68,722 72,585 23,513 61,008  225,828 
Gross profit15,567 20,143 7,770 6,735  50,215 
Selling, general and administrative8,569 13,720 4,493 7,288 3,802 37,872 
Gain on sale of assets(9)  (27) (36)
Operating income (loss)7,007 6,423 3,277 (526)(3,802)12,379 
Other data:
Depreciation and amortization expense$337 $210 $1,120 $676 $19 $2,362 
Capital expenditures$282 $212 $437 $460 $ $1,391 
Total assets$113,574 $77,109 $112,413 $80,612 $86,157 $469,865 


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 855,053 shares were available for issuance at December 31, 2020.


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 months ended December 31, 2020 in open market transactions. We repurchased 19,817 shares of our common stock during the three months ended December 31, 2019 in open market transactions at an average price of $22.51 per share.

Treasury Stock

During the three months ended December 31, 2020, 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 to members of our Board of Directors as part of their overall compensation.

During the three months ended December 31, 2019, we issued 95,409 shares of common stock from treasury 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 repurchased 19,817 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 three months ended December 31, 2020. 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 December 31, 2020 and 2019, we recognized $38 and $366, respectively, in compensation expense related to all restricted stock awards. At December 31, 2020, the unamortized compensation cost related to outstanding unvested restricted stock was $274.

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 December 31, 2020 and 2019, we recognized $96 and $100, 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 December 31, 2020, the Company had outstanding Employee PSUs, which, subject to the achievement of certain performance metrics, could result in the issuance of 253,809 shares of common stock. Of the Employee PSUs granted, 114,020 Employee PSUs have been forfeited, and 87,769 have vested. During the three months ended December 31, 2020 and 2019, we recognized $697 and $429, respectively, in compensation expense related to Employee PSU grants.


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 December 31, 2020 and 2019, we recognized $706 and $385, 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 $720 and $719 recorded as of December 31, 2020 and September 30, 2020, respectively, related to such plans.


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 December 31, 2020, financial assets and liabilities measured at fair value on a recurring basis were limited to our Executive Deferred Compensation Plan, under which certain employees are permitted to defer a portion of their base salary and/or bonus for a Plan Year (as defined in the plan), and contingent consideration liabilities related to certain of our acquisitions.
Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and September 30, 2020, are summarized in the following tables by the type of inputs applicable to the fair value measurements:

December 31, 2020
Total Fair ValueQuoted Prices (Level 1)Significant Unobservable Inputs (Level 3)
Executive savings plan assets$876 $876 $— 
Executive savings plan liabilities(749)(749)— 
Contingent consideration(3,380)— (3,380)
Total$(3,253)$127 $(3,380)

September 30, 2020
Total Fair ValueQuoted 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 December 31, 2020, we estimated the fair value of this contingent consideration liability at $3,380. The table below presents a reconciliation of the fair value of this obligation, which used significant unobservable inputs (Level 3).


Contingent Consideration Agreements
Fair value at September 30, 2020$— 
Fair value at December 31, 2020$3,380 


Inventories consist of the following components:

December 31,September 30,
Raw materials$3,763 $3,232 
Work in process6,255 4,894 
Finished goods1,366 1,186 
Parts and supplies21,914 15,577 
Total inventories$33,298 $24,889 



The following summarizes changes in the carrying value of goodwill by segment for the three months ended December 31, 2020:

CommunicationsResidentialInfrastructure SolutionsCommercial & IndustrialTotal
Goodwill at September 30, 2020$2,816 $16,219 $34,728 $ $53,763 
Acquisitions— 28,121 4,565 — 32,686 
Goodwill at December 31, 2020$2,816 $44,340 $39,293 $ $86,449 

Intangible Assets

Intangible assets consist of the following:
Estimated Useful Lives (in Years)December 31, 2020
Gross Carrying AmountAccumulated AmortizationNet
Trademarks/trade names5-20$18,451 $(1,898)$16,553 
Technical library20400 (146)254 
Customer relationships6-1559,641 (15,986)43,655 
Non-competition arrangements540 (19)21 
Backlog and construction contracts15,240 (2,900)2,340 
Total intangible assets$83,772 $(20,949)$62,823 


Estimated Useful Lives (in Years)September 30, 2020
Gross Carrying AmountAccumulated AmortizationNet
Trademarks/trade names5-20$7,754 $(1,741)$6,013 
Technical library20400 (141)259 
Customer relationships6-1546,449 (14,900)31,549 
Non-competition arrangements540 (17)23 
Backlog and construction contracts13,383 (1,870)1,513 
Total intangible assets$58,026 $(18,669)$39,357 


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 December 31, 2020, we did not have any material pending legal proceedings.


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 December 31, 2020 and September 30, 2020, we had $6,537 and $6,254, respectively, accrued for self-insurance liabilities. We are also subject to construction defect liabilities, primarily within our Residential segment. As of December 31, 2020 and September 30, 2020, we had $38 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 December 31, 2020 and September 30, 2020, $6,114 and $5,464, respectively, of our outstanding letters of credit were utilized to collateralize our insurance program.


As of December 31, 2020, the estimated cost to complete our bonded projects was approximately $90,149. 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 December 31, 2020 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. During the quarter ended December 31, 2020, we entered into an agreement to purchase $10,467 of copper wire over the next six months in the ordinary course of business.


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 $12,414 and $535, respectively, were included in "Accounts payable and accrued expenses" in the Condensed Consolidated Balance Sheets as of December 31, 2020. Non-current finance lease liabilities and finance lease right-of-use assets were included in the "Other non-current liabilities" and "Other non-current assets", respectively, in the Condensed Consolidated Balance Sheets.

The maturities of our lease liabilities as of December 31, 2020 are as follows:
Operating LeasesFinance LeasesTotal
Remainder of 2021$9,698 $415 $10,113 
202210,655 527 11,182 
20237,437 525 7,962 
20244,461 493 4,954 
20252,822 290 3,112 
Thereafter4,506 7 4,513 
Total undiscounted lease payments$39,579 $2,257 $41,836 
Less: imputed interest3,258 217 3,475 
Present value of lease liabilities$36,321 $2,040 $38,361 
The total future undiscounted cash flows related to lease agreements committed to but not yet commenced as of December 31, 2020, is $6,986.

Lease cost recognized in our Condensed Consolidated Statements of Comprehensive Income is summarized as follows:
Three Months Ended
December 31, 2020
Operating lease cost $3,246 
Finance lease cost
Amortization of lease assets109 
Interest on lease liabilities23 
Finance lease cost132 
Short-term lease cost313 
Variable lease cost289 
Total lease cost$3,980 

Other information about lease amounts recognized in our Condensed Consolidated Financial Statements is summarized as follows:

Three Months Ended
December 31, 2020
Operating cash flows used for operating leases$3,651 
Operating cash flows used for finance leases23 
Right-of-use assets obtained in exchange for new operating lease liabilities7,760 
Right-of-use assets obtained in exchange for new finance lease liabilities564 


December 31, 2020
Weighted-average remaining lease term - operating leases4.4 years
Weighted-average remaining lease term - finance leases4.4 years