SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2016
IES Holdings, Inc.
(Exact name of registrant as specified in Charter)
| Delaware | 001-13783 | 76-0542208 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5433 Westheimer Road, Suite 500, Houston, Texas 77056
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
| Item 7.01. | Regulation FD Disclosure. |
On July 12, 2016, Robert W. Lewey, President of IES Holdings, Inc. (the “Company”), and Tracy A. McLauchlin, Chief Financial Officer of the Company, will meet with investors at the CJS Securities 16th Annual “New Ideas” Summer Conference, which is being held in White Plains, New York, and will review with investors the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
The presentation will also be posted on the Company’s website, www.ies-co.com, on or about the close of business on July 12, 2016, under the Investor Relations section with the title “CJS Securities 16th Annual ‘New Ideas’ Summer Conference – July 12, 2016.” The presentation will remain on the Company’s website for a period of at least thirty days. The information set forth herein is furnished pursuant to Item 7.01–Regulation FD Disclosure and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section nor shall the information be deemed incorporated by reference in any filing of the Company.
The presentation referred to above contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. More detailed information about these factors is set forth in the presentation referred to above, which the Company has made available on its website. The Company undertakes no obligation to publicly update or revise any information or forward-looking statements in the presentation, including to reflect events or circumstances that may arise after the date of the presentation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| Exhibit 99.1 | Investor presentation titled “CJS Securities 16th Annual ‘New Ideas’ Summer Conference – July 12, 2016.” | |
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.
| IES HOLDINGS, INC. | ||||||
| Date: July 12, 2016 | /s/ Gail D. Makode | |||||
| Gail D. Makode | ||||||
| Senior Vice President and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| Exhibit 99.1 | Investor presentation titled “CJS Securities 16th Annual ‘New Ideas’ Summer Conference – July 12, 2016.” | |
IES Holdings, Inc. CJS Securities 16th Annual “New Ideas” Summer Conference July 12, 2016 Exhibit 99.1
Certain statements in this presentation may be deemed "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, 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 ability of our controlling shareholder to take action not aligned with other shareholders; the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership; the inability to carry out plans and strategies as expected, including our inability to identify and complete acquisitions that meet our investment criteria in furtherance of our corporate strategy; 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; fluctuations in operating activity due to downturns in levels of construction, seasonality and differing regional economic conditions; and our ability to successfully manage projects., as well as other risk factors discussed in this document and in the Company's annual report on Form 10-K for the year ended September 30, 2015. You should understand that such risk factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. The Company undertakes no obligation to publicly update or revise any information, including information concerning its controlling shareholder, 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 presentation. Forward-looking statements are provided in this presentation 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. General information about IES Holdings, Inc. can be found at http://www.ies-co.com under "Investors." The Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through the Company's website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Forward-Looking Statements
Attending Company Management Robert Lewey President & Director Tracy McLauchlin SVP, CFO & Treasurer William Albright VP, Finance & Corporate Development David Gendell Non-Executive Chairman of the Board
IES Holdings Summary (IESC) Revenue $615 million* EPS $0.91 per share* Market Value $267 million (6/30/16) Cash $58 million (3/31/16) Debt $10 million (3/31/16) Estimated Net Operating Loss Carryforwards (NOLs) $439 million (9/30/15)** * Twelve months ended 3/31/16 ** Including approximately $142 million resulting from the additional amortization of personal goodwill
Holding Company Structure Communications Residential Commercial & Industrial Infrastructure Solutions Revenue* $162 million $213 million $190 million $49 million * Twelve months ended 3/31/16
Growth Strategy Improve Existing Business Margins Maintain Strong Balance Sheet Safety Strategic Acquisitions Be a Preferred Buyer For Closely Held Sellers Utilize NOLs
IES Commercial & Industrial Overview Commercial Buildings Industrial Power Medium Voltage Transmission Mechanical (HVAC) Contracting Mechanical (HVAC) Services
IES Residential Overview Single-Family Homes Multi-Family Homes Cable TV Solar Power
IES Communications Overview Mission Critical Services Communications Infrastructure Data Centers Security Systems Audio Visual Systems Large Corporate Clients
IES Infrastructure Solutions Overview Created in 2013 Motor Repair & Rewind Field Services Magnet Manufacturing & Repair Switchgear Services Transformer Reconditioning Transit Motor Manufacturing & Repair Bus Duct Manufacturing
Restructuring IES: 2011 to 2014
IES Growth Strategy: 2015 – 2016 Strategic Acquisitions Infrastructure Solutions Southern Rewinding (May 2015) Calumet Armature & Electric (October 2015) Technibus (June 2016) Commercial & Industrial Acquired 80% of STR Mechanical (April 2016) Shanahan Mechanical & Electrical (November 2015)
IES Growth Strategy: 2014 to Present
IES Growth Strategy: 2014 to Present (cont.)
2016 to 2018 Growth Strategy Continue Strategic Acquisitions Expand Margins Maintain Strong Balance Sheet Find Fifth Leg of the Holding Company Maximize Use of NOLs
IES Holdings, Inc. Questions?