Business Combinations

9 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

Business Combination Disclosure

13. BUSINESS COMBINATION

Acquisition of Certain Assets from the Acro Group

In February 2013, the Company acquired certain assets of a group of entities operating under the name of the Acro Group.

Total consideration received by the Acro Group for the Acquired Assets (as defined in the Asset Purchase Agreement entered into between IES Residential, Inc., IES Renewable Energy, LLC and certain entities that were part of the Acro Group as of February 8, 2013 (the “Asset Purchase Agreement”)) consists of (i) IES Residential, Inc.’s release of an accounts receivable balance owed by the Acro Group to the Company prior to the acquisition, (ii) payment by IES Renewable Energy, LLC to the Acro Group of a percentage of future gross revenue generated from the Acquired Assets in an amount not to exceed $2,000 over the 12-month period beginning the first full month following the Closing Date, as defined in the Asset Purchase Agreement, subject to certain reductions as described in the Asset Purchase Agreement, and (iii) $828 representing amounts paid by IES Residential Inc., to the Acro Group to fund certain of its operating expenses between January 4, 2013 and the Closing Date.

The fair value of assets acquired and liabilities assumed on the Closing Date is as follows:

IES receivable from the Acro Group as of December 31, 2012		$	2,263
IES deferred cost recorded in connection with transactions with Acro Group between January 1, 2013 and February 15, 2013			1,042
Cash purchase consideration			828
Fair value of contingent consideration (a)			665
Total consideration transferred		$	4,798
(a)	The fair value of the contingent consideration has been remeasured at each reporting date, and was zero as of June 30, 2014. The change in fair value for the nine months ended June 30, 2014 was a decrease of $95, included in Other (income) expense, net, in our Condensed Consolidated Statements of Comprehensive Income. The contingency has been resolved and there will be no payment.

Acquisition of MISCOR

On September 13, 2013 we completed the acquisition of 100% of the voting equity interests ofMISCOR Group, Ltd. (“MISCOR”), a provider of maintenance and repair services including engine parts and components to the industrial and rail service industries.Prior to the consummation of the transaction, our controlling shareholder owned approximately 49.9% of MISCOR. IES Subsidiary Holdings, Inc. (doing business as the MISCOR Group) operates in locations in Indiana, Alabama, Ohio, West Virginia, Maryland, and California. Following the consummation of the transaction, the MISCOR Grouprepresents the sole component of our Infrastructure Solutions segment.

Total consideration received by MISCOR shareholders consisted of 2,795,577 shares of IES common stock valued at $11,853, and cash totaling $4,364.

During the quarter ended June 30, 2014, we adjusted our purchase price allocation related to the acquisition of MISCOR, resulting in additional goodwill of $872 for our Infrastructure Solutions segment, which increased the segment’s goodwill to $6,164.  This additional goodwill of $872is the result of the completion of our analysis of the tax basis of the acquired property, plant and equipment, which resulted in the recording of an additional deferred tax liability of $560.  Additionally, we completed our valuation of the acquired inventory, resulting in a $312 reduction in the estimated value previously attributed to work in process inventory.

Unaudited Pro Forma Information – 2013 Acquisitions

The supplemental pro forma results of operations for the three and nine months endedJune 30, 2013, as if the assets of the Acro Group had been acquired and the acquisition of MISCOR had been completed on October 1, 2011, are as follows:

	Unaudited
	Three Months Ended		Nine Months Ended
	June 30, 2013		June 30, 2013
Revenues	$	133,407	$	409,298
Net income (loss) from continuing operations	$	(418)	$	(1,116)