8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2009

Integrated Electrical Services, Inc.

(Exact name of registrant as specified in Charter)

Delaware	001-13783	76-0542208
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification Number)

1800 West Loop South, Suite 500
Houston, Texas 77027
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 860-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

EXPLANATORY NOTE

     This Current Report on Form 8-K/A (this “Amendment No. 3”) updates the Current Report on Form 8-K filed by Integrated Electrical Services, Inc. on September 21, 2009 (the “original Form 8-K”), the Form 8-K/A filed on September 22, 2009 (“Amendment No. 1”) and the Form 8-K/A filed on October 15, 2009 (“Amendment No. 2”), to disclose certain additional adjustments to the Company’s unaudited condensed consolidated financial statements as of and for the three months ended December 31, 2008, as of and for the three and six months ended March 31, 2009 and as of and for the three and nine months ended June 30, 2009 (collectively, with the fiscal year ended September 30, 2008, the “Prior Periods”).

Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     Since the filing of Amendment No. 2, the Company has identified errors resulting in the overstatement of revenues and understatement of costs of sales and other expense for the fiscal quarter ended December 31, 2008, impacting pre tax earnings in the amount of $0.4 million. These adjustments, together with the adjustments disclosed in the original Form 8-K and Amendment No. 1 and Amendment No. 2 will be included in the Company’s restated financial statements for the Prior Periods, which will be filed as soon as practicable after their preparation, review, and completion. It is anticipated that all restatements, including the restatement of Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2008 as previously disclosed, will be completed prior to the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009.

     Attached hereto as Exhibit 99.1 are the Company’s adjusted Balance Sheet and Statement of Operation as of and for the three months ended December 31, 2008, as of and for the three and six months ended March 31, 2009 and as of and for the three and nine months ended June 30, 2009, each updated to reflect recognition of the adjustments described in this Item 4.02(a).

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Adjusted Balance Sheet and Statement of Operation of Integrated Electrical Services Inc. as of and for the three months ended December 31, 2008, as of and for the three and six months ended March 31, 2009 and as of and for the three and nine months ended June 30, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INTEGRATED ELECTRICAL SERVICES, INC.
Date: November 13, 2009	/s/ William L. Fiedler
	William L. Fiedler
	General Counsel

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Adjusted Balance Sheet and Statement of Operation of Integrated Electrical Services Inc. as of and for the three months ended December 31, 2008, as of and for the three and six months ended March 31, 2009 and as of and for the three and nine months ended June 30, 2009.

EX-99.1

Exhibit 99.1

INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE INFORMATION

	December 31, 2008
	As					As
	Reported		Adjustments			Restated
	(Unaudited)		(Unaudited)			(Unaudited)
Assets:
Current Assets
Cash and cash equivalents	$	49,294	$	—		$	49,294
Accounts receivable:
Trade, net		122,678		—		$	122,678
Retainage		31,244		—		$	31,244
Cost and estimated earnings in excess of billings on uncompleted contracts		12,589		—		$	12,589
Inventories		12,316		—		$	12,316
Prepaid expenses and other current assets		6,530		8		$	6,538
Assets held for sale from discontinued operations		1,860		—		$	1,860
Total current assets		236,511		8			236,519
Property and equipment, net		24,991		297		$	25,288
Goodwill, net		4,383		590		$	4,973
Other noncurrent assets, net		20,999		(8	)	$	20,991
Total assets	$	286,884	$	887		$	287,771
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt		2,717		—		$	2,717
Accounts payable and accrued expenses		64,806		3,067		$	67,873
Billings in excess of cost and estimated earnings on uncompleted contracts		37,483		—		$	37,483
Liabilities related to assets held for sale and from discontinued operations		372		—		$	372
Total current liabilities		105,378		3,067			108,445
Long-term debt, net of current maturities		26,215		—		$	26,215
Other noncurrent liabilities		11,699		2		$	11,701
Total liabilities		143,292		3,069			146,361
Stockholders’ equity		143,592		(2,182	)		141,410
Total liabilities and stockholders’ equity	$	286,884	$	887		$	287,771

INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE INFORMATION

	Three months ended December 31, 2008
	As						As
	Reported			Adjustments			Restated
	(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	173,370		$	(330	)	$	173,040
Cost of services		143,710			1,420			145,130
Gross profit		29,660			(1,750	)		27,910
Selling, general and administrative expenses		28,801			319			29,120
(Gain) loss on sale of assets		(103	)		—			(103	)
Restructuring charges		392			—			392
Income from operations		570			(2,069	)		(1,499	)
Other (income) expense
Interest expense		985			—			985
Interest (income)		(160	)		—			(160	)
Other, net		(151	)		10			(141	)
Interest and other expense, net		674			10			684
Income from continuing operations before income taxes		(104	)		(2,079	)		(2,183	)
Provision for income taxes		(29	)		(924	)		(953	)
Net income (loss) from continuing operations		(75	)		(1,155	)		(1,230	)
Discontinued operations
Loss from discontinued operations		(29	)		—			(29	)
Provision (benefit) for income taxes		(14	)		—			(14	)
Net loss from discontinued operations		(15	)		—			(15	)
Net Income (loss)	$	(90	)		(1,155	)		(1,245	)
Basic earnings (loss) per share:
Continuing operations	$	(0.01	)	$	(0.08	)	$	(0.09	)
Discontinued operations	$	(0.00	)	$	0.00		$	(0.00	)
Total	$	(0.01	)	$	(0.08	)	$	(0.09	)
Diluted earnings (loss) per share
Continuing operations	$	(0.01	)	$	(0.08	)	$	(0.09	)
Discontinued operations	$	(0.00	)	$	0.00		$	(0.00	)
Total	$	(0.01	)	$	(0.08	)	$	(0.09	)
Shares used in the computation of earnings (loss) per share:
Basic		14,318,776			14,318,776			14,318,776
Diluted		14,318,776			14,318,776			14,318,776

INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE INFORMATION

	March 31, 2009
	As					As
	Reported		Adjustments			Restated
	(Unaudited)		(Unaudited)			(Unaudited)
Assets:
Current Assets
Cash and cash equivalents	$	51,569	$	—		$	51,569
Accounts receivable:
Trade, net		127,089		—			127,089
Retainage		30,114		—			30,114
Cost and estimated earnings in excess of billings on uncompleted contracts		15,259		—			15,259
Inventories		10,623		—			10,623
Prepaid expenses and other current assets		7,752		8			7,760
Assets held for sale from discontinued operations		392		—			392
Total current assets		242,798		8			242,806
Long-term receivable		3,730		—			3,730
Property and equipment, net		24,780		188			24,968
Goodwill, net		4,373		590			4,963
Other noncurrent assets, net		20,366		(8	)		20,358
Total assets	$	296,047	$	778		$	296,825
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt		2,503		—			2,503
Accounts payable and accrued expenses		75,816		1,973			77,789
Billings in excess of cost and estimated earnings on uncompleted contracts		36,487		—			36,487
Liabilities related to assets held for sale and from discontinued operations		319		—			319
Total current liabilities		115,125		1,973			117,098
Long-term debt, net of current maturities		26,385		—			26,385
Other noncurrent liabilities		11,852		2			11,854
Total liabilities		153,362		1,975			155,337
Stockholders’ equity		142,685		(1,197	)		141,488
Total liabilities and stockholders’ equity	$	296,047	$	778		$	296,825

INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE INFORMATION

	Three months ended March 31, 2009									Six months ended March 31, 2009
	As						As			As						As
	Reported			Adjustments			Restated			Reported			Adjustments			Restated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	167,305		$	—		$	167,305		$	340,675		$	(330	)	$	340,345
Cost of services		137,517			(107	)		137,410			281,227			1,313			282,540
Gross profit		29,788			107			29,895			59,448			(1,643	)		57,805
Selling, general and administrative expenses		29,147			(2,087	)		27,060			57,546			(1,768	)		55,778
(Gain) loss on sale of assets		(75	)		—			(75	)		(178	)		0			(178	)
Restructuring charges		1,908			366			2,274			2,702			366			3,068
Income from operations		(1,192	)		1,828			636			(622	)		(241	)		(863	)
Other (income) expense
Interest expense		1,105			—			1,105			2,090			—			2,090
Interest (income)		(113	)		—			(113	)		(273	)		—			(273	)
Other, net		(67	)		—			(67	)		(217	)		10			(207	)
Interest and other expense, net		925			—			925			1,600			10			1,610
Income from continuing operations before income taxes		(2,117	)		1,828			(289	)		(2,222	)		(251	)		(2,473	)
Provision for income taxes		(926	)		843			(83	)		(955	)		(81	)		(1,036	)
Net income (loss) from continuing operations		(1,191	)		985			(206	)		(1,267	)		(170	)		(1,437	)
Discontinued operations
Loss from discontinued operations		(73	)		—			(73	)		(102	)		—			(102	)
Provision (benefit) for income taxes		(30	)		—			(30	)		(44	)		—			(44	)
Net loss from discontinued operations		(43	)		—			(43	)		(58	)		—			(58	)
Net Income (loss)	$	(1,234	)	$	985		$	(249	)	$	(1,325	)	$	(170	)	$	(1,495	)
Basic earnings (loss) per share:
Continuing operations	$	(0.08	)	$	0.07		$	(0.01	)	$	(0.10	)	$	(0.01	)	$	(0.10	)
Discontinued operations	$	(0.01	)	$	0.00		$	(0.01	)	$	(0.00	)	$	0.00		$	(0.00	)
Total	$	(0.09	)	$	0.07		$	(0.02	)	$	(0.10	)	$	(0.01	)	$	(0.10	)
Diluted earnings (loss) per share
Continuing operations	$	(0.08	)	$	0.07		$	(0.01	)	$	(0.10	)	$	(0.01	)	$	(0.10	)
Discontinued operations	$	(0.01	)	$	0.00		$	(0.01	)	$	(0.00	)	$	0.00		$	(0.00	)
Total	$	(0.09	)	$	0.07		$	(0.02	)	$	(0.10	)	$	(0.01	)	$	(0.10	)
Shares used in the computation of earnings (loss) per share:
Basic		14,322,439			14,322,439			14,322,439			14,320,588			14,320,588			14,320,588
Diluted		14,322,439			14,322,439			14,322,439			14,320,588			14,320,588			14,320,588

INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE INFORMATION

	June 30, 2009
	As					As
	Reported		Adjustments			Restated
	(Unaudited)		(Unaudited)			(Unaudited)
Assets:
Current Assets
Cash and cash equivalents	$	60,544	$	—		$	60,544
Accounts receivable:
Trade, net		120,795		—			120,795
Retainage		31,110		—			31,110
Cost and estimated earnings in excess of billings on uncompleted contracts		15,750		—			15,750
Inventories		10,074		—			10,074
Prepaid expenses and other current assets		7,320		8			7,328
Assets held for sale from discontinued operations		511		—			511
Total current assets		246,104		8			246,112
Long-term receivable		3,732		—			3,732
Property and equipment, net		25,932		—			25,932
Goodwill, net		4,330		590			4,920
Other noncurrent assets, net		19,235		(8	)		19,227
Total assets	$	299,333	$	590		$	299,923
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt		3,556		—			3,556
Accounts payable and accrued expenses		77,813		1,964			79,777
Billings in excess of cost and estimated earnings on uncompleted contracts		34,407		—			34,407
Liabilities related to assets held for sale and from discontinued operations		332		—			332
Total current liabilities		116,108		1,964			118,072
Long-term debt, net of current maturities		25,980		—			25,980
Other noncurrent liabilities		12,463		2			12,465
Total liabilities		154,551		1,966			156,517
Stockholders’ equity		144,782		(1,376	)		143,406
Total liabilities and stockholders’ equity	$	299,333	$	590		$	299,923

INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE INFORMATION

	Three months ended June 30, 2009									Nine months ended June 30, 2009
	As						As			As						As
	Reported			Adjustments			Restated			Reported			Adjustments			Restated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	172,185		$	—		$	172,185		$	512,860		$	(330	)	$	512,530
Cost of services		139,858			590			140,448			421,085			1,903			422,988
Gross profit		32,327			(590	)		31,737			91,775			(2,233	)		89,542
Selling, general and administrative expenses		26,671			163			26,834			84,216			(1,605	)		82,611
(Gain) loss on sale of assets		(221	)		—			(221	)		(399	)		—			(399	)
Restructuring charges		645			(57	)		588			3,347			309			3,656
Income from operations		5,232			(696	)		4,536			4,611			(937	)		3,674
Other (income) expense
Interest expense		1,325			—			1,325			3,415			—			3,415
Interest (income)		(67	)		—			(67	)		(340	)		—			(340	)
Other, net		621			—			621			404			10			414
Interest and other expense, net		1,879			—			1,879			3,479			10			3,489
Income from continuing operations before income taxes		3,353			(696	)		2,657			1,132			(947	)		185
Provision for income taxes		1,896			(517	)		1,379			941			(598	)		343
Net income (loss) from continuing operations		1,457			(179	)		1,278			191			(349	)		(158	)
Discontinued operations
Loss from discontinued operations		217			—			217			115			—			115
Provision (benefit) for income taxes		117			—			117			73			—			73
Net loss from discontinued operations		100			—			100			42			—			42
Net Income (loss)	$	1,557		$	(179	)	$	1,378		$	233		$	(349	)	$	(116	)
Basic earnings (loss) per share:
Continuing operations	$	0.10		$	(0.01	)	$	0.09		$	0.02		$	(0.02	)	$	(0.01	)
Discontinued operations	$	0.01		$	0.00		$	0.01		$	0.00		$	0.00		$	0.00
Total	$	0.11		$	(0.01	)	$	0.10		$	0.02		$	(0.02	)	$	(0.01	)
Diluted earnings (loss) per share
Continuing operations	$	0.10		$	(0.01	)	$	0.09		$	0.02		$	(0.02	)	$	(0.01	)
Discontinued operations	$	0.01		$	0.00		$	0.01		$	0.00		$	0.00		$	0.00
Total	$	0.11		$	(0.01	)	$	0.10		$	0.02		$	(0.02	)	$	(0.01	)
Shares used in the computation of earnings (loss) per share:
Basic		14,339,066			14,339,066			14,339,066			14,326,747			14,326,747			14,326,747
Diluted		14,403,139			14,403,139			14,403,139			14,348,238			14,348,238			14,348,238