UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2012
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-13783
Integrated Electrical Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 76-0542208 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5433 Westheimer Road, Suite 500, Houston, Texas 77056
(Address of principal executive offices and ZIP code)
Registrants telephone number, including area code: (713) 860-1500
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer þ | Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No ¨
On August 13, 2012, there were 14,994,653 shares of common stock outstanding.
Integrated Electrical Services, Inc.
Explanatory Note
The purpose of the Amendment No. 1 on Form 10-Q/A to Integrated Electrical Services, Inc. quarterly report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 13, 2012 (the Form 10-Q), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. | Exhibits |
+ | 3.1 | Second Amended and Restated Certificate of Incorporation of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Companys registration statement on Form S-8 filed on May 12, 2006) | ||||
+ | 3.2 | Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit 4.2 to the Companys registration statement on Form S-8, filed on May 12, 2006) | ||||
+ | 10.1 | Credit and Security Agreement dated August 9, 2012 | ||||
+ | 10.2 | Amendment No 1 to Note Purchase Agreement, dated as of August 9, 2012, by and among Tontine Capital Partners, L.P., Integrated Electrical Services, Inc. and the other borrowers parties thereto. | ||||
+ | 10.3 | Amended and Restated Senior Subordinated Note, dated as of August 9, 2012. | ||||
+ | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of James M. Lindstrom, Chief Executive Officer(1) | ||||
+ | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Robert W. Lewey, Chief Financial Officer(1) | ||||
+ | 32.1 | Section 1350 Certification of James M. Lindstrom, Chief Executive Officer(1) | ||||
+ | 32.2 | Section 1350 Certification of Robert W. Lewey, Chief Financial Officer(1) | ||||
** | 101.INS | XBRL Instance Document | ||||
** | 101.SCH | XBRL Schema Document | ||||
** | 101.LAB | XBRL Label Linkbase Document | ||||
** | 101.PRE | XBRL Presentation Linkbase Document | ||||
** | 101.DEF | XBRL Definition Linkbase Document | ||||
** | 101.CAL | XBRL Calculated Linkbase Document |
+ | Previously filed or furnished as an exhibit to the Integrated Electrical Services, Inc. quarterly report of Form 10Q for the quarter ended June 30, 2012. |
** | Filed herewith |
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: August 23, 2012 | By: | /s/ ROBERT W. LEWEY | ||
| ||||
Robert W. Lewey | ||||
Senior Vice President and Chief Financial Officer |
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Stockholders' Equity Stock Valuations (Details) (USD $)
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12 Months Ended |
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Sep. 30, 2011
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Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Weighted average value per option granted during the period | $ 2.05 |
Stock price volatility | 69.90% |
Risk-free rate of return | 1.90% |
Option term | 10 years 0 months 0 days |
Expected life | 6 years 0 months 0 days |
Forfeiture rate | 0.00% |
Per Share Information (Details)
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9 Months Ended | |
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Jun. 30, 2012
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Jun. 30, 2011
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Stock Options [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,000 | 100,000 |
Restricted Stock [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 352,360 | 278,400 |
Controlling Shareholder (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
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Sep. 30, 2011
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Debt Instrument [Line Items] | ||
Remaining outstanding Term Loan | $ 11,168 | $ 10,498 |
Tontine Term Loan [Member]
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Debt Instrument [Line Items] | ||
Remaining outstanding Term Loan | 10,000 | |
Accrued Interest | $ 0 |
Securities And Equity Investments (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
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Jun. 30, 2012
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Sep. 30, 2011
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Related Party Transaction [Line Items] | ||
Fair value of our investment in EnerTech | $ 919 | 1,003 |
Enertech Capital Partners II L.P.
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Related Party Transaction [Line Items] | ||
Equity Method Investment, Ownership Percentage | 2.00% | 2.00% |
Receipt of Distribution Reducing Carrying Value of Assets | $ 83 |
Stockholders' Equity RS Award Activity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
12 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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Jun. 30, 2012
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Sep. 30, 2011
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Sep. 30, 2010
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Sep. 30, 2006
Two Thousand Six 1 [Member]
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Sep. 30, 2007
Two Thousand Seven 1 [Member]
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Sep. 30, 2006
Two Thousand Six [Member]
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Sep. 30, 2007
Two Thousand Seven [Member]
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Sep. 30, 2008
Two Thousand Eight [Member]
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Sep. 30, 2009
Two Thousand Nine [Member]
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Sep. 30, 2010
Two Thousand Ten [Member]
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Sep. 30, 2011
Two Thousand Eleven [Member]
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Jun. 30, 2012
Two Thousand Twelve [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares Granted | 100,000,000 | 320,000,000 | 225,486,000 | 25,000 | 4,000 | 384,850 | 20,000 | 101,650 | 185,100 | 225,486 | 320,000 | 100,000 | |||
Weighted Average Fair Value at Date of Grant | $ 17.36 | $ 26.48 | $ 24.78 | $ 25.08 | $ 19.17 | $ 8.71 | $ 3.64 | $ 3.39 | $ 2.00 | ||||||
Vested | (95,974,000) | (165,628,000) | (66,116,000) | 25,000 | 4,000 | 258,347 | 20,000 | 85,750 | 146,400 | 59,347 | 87,579 | ||||
Unvested shares forfeited | (27,866,000) | (130,258,000) | (38,000,000) | 126,503 | 15,900 | 38,700 | 77,439 | 68,761 | |||||||
Share outstanding | 376,200,000 | 352,086,000 | 230,716,000 | 352,360,000 | 376,200,000 | 352,086,000 | 88,700 | 163,660 | 100,000 | ||||||
Recognized compensation expense | $ 434 | $ 106 | $ 6,402 | $ 502 | $ 1,779 | $ 1,344 | $ 495 | $ 388 | $ 50 |
Debt
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0 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 09, 2012
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Jun. 30, 2012
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Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | In addition, we are charged monthly in arrears for (1) an unused commitment fee of 0.50% per annum, (2) a collateral monitoring fee ranging from $1 to $2, based on the then-applicable interest rate margin, (3) a letter of credit fee based on the then-applicable interest rate margin and (4) certain other fees and charges as specified in the Credit Agreement.
The 2012 Facility is guaranteed by our subsidiaries and secured by first priority liens on substantially all of our subsidiaries' existing and future acquired assets, exclusive of collateral provided to our surety providers. The 2012 Facility also restricts us from paying cash dividends and places limitations on our ability to repurchase our common stock.
At August 9, 2012, we had $21,818 available to us under the 2012 Facility. Prior to the initial extension of credit under the 2012 Facility, the Company must deliver executed intercreditor agreements with each of the Company's current sureties on or before August 17, 2012. The Company expects to deliver the intercreditor agreements prior to the August 17 deadline. |
Future payments on debt at June 30, 2012 are as follows:
For the three months ended June 30, 2012 and 2011, we incurred interest expense of $524 and $571, respectively. For the nine months ended June 30, 2012 and 2011, we incurred interest expense of $1,612 and $1,746, respectively.
The 2006 Revolving Credit Facility
On May 12, 2006, we entered into a Loan and Security Agreement (as amended, the “Loan Agreement”), for a revolving credit facility (as amended, the “2006 Facility”) with Bank of America, N.A. and certain other lenders. On December 15, 2011, we renegotiated the terms of, and entered into an amendment to, the Loan Agreement pursuant to which, the size of the facility was reduced to $40,000, the maturity date was extended to November 12, 2012, and we were required to cash collateralize all of our letters of credit issued by the banks. In connection with the amendment, we incurred an amendment fee of $60 which, together with the unamortized balance of the prior amendment, is being amortized using the straight line method through November 12, 2012. On May 11, 2012, we renegotiated the terms of, and entered into an amendment to, the Loan Agreement without incurring termination charges.
The 2006 Facility requires that we maintain a consolidated fixed charge coverage ratio of not less than 1.0:1.0 at any time that our unrestricted cash on hand plus availability, is less than $30,000 and, thereafter, until such time as our unrestricted cash on hand plus availability has been at least $30,000 for a period of 60 consecutive days. As of June 30, 2012, our unrestricted cash on hand plus the amount of borrowings available to us under the 2006 Facility was in excess of $30,000 for the prior 60 day period. Had our unrestricted cash on hand plus the amount of borrowings available to us under the 2006 Facility been less than $30,000 at June 30, 2012, we would not have met the 1.0:1.0 fixed charge coverage ratio test, had it been applicable.
Under the Loan Agreement, if there are any loans outstanding on or after March 31, 2012, April 30, 2012 and May 31, 2012, the Company's EBITDA may not exceed a negative EBITDA threshold established for each month within the period. The negative EBITDA threshold is measured from October 1, 2011 until the months ended March 31, 2012, April 30, 2012 and May 31, 2012 is $4,700, $4,850 and $4,725, respectively. To the extent we exceed the negative thresholds for March 31, 2012, April 30, 2012 and May 31, 2012, the Company will be prohibited from borrowing until such time we do not exceed the negative threshold in a subsequent month. As of June 30, 2012, the Company's negative EBITDA threshold for the period from October 1, 2011 through June 30, 2012, may not exceed $4,475. In addition, we will be required to have a cumulative fixed charge coverage ratio of at least 1.0:1.0 at all times beginning July 31, 2012 to maintain any borrowings under the 2006 Facility. The measurement period for this additional test for borrowings begins with the monthly operating results for July 1, 2012 and adds the monthly operating results for each month thereafter to determine the cumulative test during such time as revolving loans are outstanding. Failure to meet this performance test will result in an immediate event of default. The negative EBITDA threshold excludes any gain or loss related to a surety settlement described in Note 11 – Commitments and Contingencies.
Borrowings under the 2006 Facility may not exceed a “borrowing base” that is determined monthly by our lenders based on available collateral, primarily certain accounts receivables and inventories. Under the terms of the 2006 Facility in effect as of June 30, 2012, interest for loans and letter of credit fees is based on our Total Liquidity, as follows:
At June 30, 2012, our Total Liquidity, which is calculated for any given period as the sum availability under the 2006 Facility for such periods plus unrestricted cash on hand for such period was $44,054. For the three months ended June 30, 2012, we paid no interest for loans under the 2006 Facility and had a weighted average interest rate, including fronting fees, of 3.50% for letters of credit. In addition, we are charged monthly in arrears for (1) an unused commitment fee of 0.50%, and (2) certain other fees and charges as specified in the Loan Agreement.
The 2006 Facility is guaranteed by our subsidiaries and secured by first priority liens on substantially all of our subsidiaries' existing and future acquired assets, exclusive of collateral provided to our surety providers. The 2006 Facility contains customary affirmative, negative and financial covenants. The 2006 Facility also restricts us from paying cash dividends and places limitations on our ability to repurchase our common stock.
At June 30, 2012, we had $25,391 available to us under the 2006 Facility, with no outstanding borrowings. We had $9,512 in outstanding letters of credit which were fully collateralized with restricted cash. On August 9, 2012, we repaid, in full, the outstanding accrued fees and expenses owing under or in connection with the 2006 Facility.
The 2012 Revolving Credit Facility
On August 9, 2012, we entered into a Credit and Security Agreement (the “Credit Agreement”), for a $30,000 revolving credit facility (the “2012 Facility”) with Wells Fargo Bank, National Association. The 2012 Facility will mature on August 9, 2015, unless earlier terminated.
The 2012 Facility contains customary affirmative, negative and financial covenants. The 2012 Facility requires that we maintain a fixed charge coverage ratio of not less than 1.0:1.0 at any time that our aggregate amount of unrestricted cash and cash equivalents on hand plus Excess Availability (as defined in the Credit Agreement) is less than $20,000 or Excess Availability is less than $7,500.
Borrowings under the 2012 Facility may not exceed a “borrowing base” that is determined monthly by our lenders based on available collateral, primarily certain accounts receivables and inventories. Under the terms of the 2012 Facility, amounts outstanding bear interest at a per annum rate equal to a Daily Three Month LIBOR (as defined in the Credit Agreement), plus an interest rate margin, which is determined quarterly, based on the following thresholds:
The Tontine Term Loan
On December 12, 2007, we entered into the Tontine Term Loan, a $25,000 senior subordinated loan agreement, with Tontine. The Tontine Term Loan bears interest at 11.0% per annum and is due on May 15, 2013. Interest is payable quarterly in cash or in-kind at our option. Any interest paid in-kind will bear interest at 11.0% in addition to the loan principal. On April 30, 2010, we prepaid $15,000 of principal on the Tontine Term Loan. On May 1, 2010, Tontine assigned the Tontine Term Loan to TCP Overseas Master Fund II, L.P. We may repay the Tontine Term Loan at any time prior to the maturity date at par, plus accrued interest without penalty within the restrictions of the 2012 Facility. The Tontine Term Loan is subordinated to the 2006 Facility and the 2012 Facility. The Tontine Term Loan is an unsecured obligation of the Company and its subsidiary borrowers. The Tontine Term Loan contains no financial covenants or restrictions on dividends or distributions to stockholders. The Tontine Term Loan was amended on August 9, 2012, in connection with the Company entering into the 2012 Facility. The amendment did not materially impact the Company's obligations under the Tontine Term Loan.
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