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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

August 16, 2006

 

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INTEGRATED ELECTRICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

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Delaware		001-13783		76-0542208
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1800 West Loop South, Suite 500 Houston, Texas		77027
(Address of principal executive offices)		(Zip Code)

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

(Former name or former address, if changed since last report): Not applicable

 

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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))

 

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Item 7.01 Regulation FD Disclosure

On August 15, 2006, Integrated Electrical Services, Inc. and certain of its direct and indirect subsidiaries (collectively, the “Debtors”), filed their Quarterly Operating Report covering the quarter ended June 30, 2006 (the “Quarterly Operating Report”), with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). A copy of the Quarterly Operating Report is attached to, and incorporated by reference in, this Current Report on Form 8-K as Exhibit 99.1.

The Quarterly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the quarterly reporting requirements of the Bankruptcy Court. The financial information in the Quarterly Operating Report is unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States (“GAAP”), and therefore excludes items required by GAAP, such as certain reclassifications, eliminations, accruals, and disclosure items. The Debtors caution readers not to place undue reliance upon the Quarterly Operating Report. There can be no assurance that such information is complete. The Quarterly Operating Report may be subject to revision. The Quarterly Operating Report is in a format required by the Bankruptcy Code and should not be used for investment purposes. The information in the Quarterly Operating Report should not be viewed as indicative of future results.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

This current report on Form 8-K includes certain statements that may be deemed to be “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. This current report on Form 8-K includes certain statements that may be deemed to be “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. Such risks and uncertainties include, but are not limited to, the residual effect with customers and vendors from the bankruptcy process, the delayed effect of less new projects awarded to the company during the bankruptcy and its effect on future financial results, the lowered efficiency and higher costs associated with projects at subsidiaries that the company has determined to wind down or close, the loss of employees during the bankruptcy process and the winding down of subsidiaries, distraction of management time in winding down and closing subsidiaries, high costs associated with exit facilities and exiting bankruptcy, the Securities and Exchange Commission investigation of the Company and the Well’s notices received by the Company and one of its officers in connection therewith. You should understand that the foregoing important factors, in addition to those discussed in our other filings with the Securities and Exchange Commission, including those under the heading “Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended September 30, 2005 and our quarterly reports on Form 10-Q for the quarters could affect our future results and could cause results to differ materially from those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise the Company’s borrowing availability, its cash position or any forward-looking statements to reflect events or circumstances that may arise after the date of this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits.

 

Exhibit Number		Description
99.1*		Quarterly Operating Report for the quarter ended June 30, 2006

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*	Furnished herewith

 

1

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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 hereunto duly authorized.

 

Date: August 17, 2006

 

2

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Quarterly Operating Report for the quarter ended June 30, 2006

 

3

Exhibit 99.1

CASE NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL.

CASE NUMBER: 06-30602-BJH-11 Chapter 11

rwd, 7/97

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

DIVISION 6

FOR POST CONFIRMATION USE

QUARTERLY OPERATING REPORT

AND

QUARTERLY BANK RECONCILEMENT

In accordance with Title 28, Section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached Post Confirmation Quarterly Operating Report, and the Post Confirmation Quarterly Bank Reconcilement and, to the best of my knowledge, these documents are true, correct and complete. Declaration of the preparer (other than responsible party), is based on all information of which preparer has any knowledge.

 

RESPONSIBLE PARTY:
Original Signature of Responsible Party		_________________________________________________________________________________
Printed Name of Responsible Party		David A. Miller
Title		Senior Vice President & Chief Financial Officer
Date		August 14, 2006
PREPARER:
Original Signature of Preparer		_________________________________________________________________________________
Printed Name of Preparer		_________________________________________________________________________________
Title		_________________________________________________________________________________
Date		_________________________________________________________________________________

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POST CONFIRMATION

QUARTERLY BANK RECONCILEMENT

CASE NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL.

 

CASE NUMBER: 06-30602-BJH-11 Chapter 11		rwd, 7/97

The reorganized debtor must complete the reconciliation below for each bank account, including all general, payroll and tax accounts, as well as all savings and investment accounts, money market accounts, certificates of deposits, governmental obligations, etc. Accounts with restricted funds should be identified by placing an asterisk next to the account number. Attach additional sheets for each bank reconcilement if necessary.

QUARTER ENDING: JUNE 30, 2006

 

		*** ALL DOLLAR AMOUNTS IN THOUSANDS ***
Bank Reconciliations		Account #1				Account #2				Account #3		TOTAL
A. Bank			Summary				Summary
B. Account Number			See Attached
C. Purpose (Type)			Corporate				Subsidiaries
1. Balance Per Bank Statement		$	14,209				Not Available						NM
2. Add: Total Deposits Not Credited		$	0				Not Available						+ NM
3. Subtract: Outstanding Checks		$	1,352				Not Available						- NM
4. Other Reconciling Items		$	(300	)			Not Available						+ / -NM
5. Month End Balance Per Books		$	12,557			$	(5,557	)				=$	7,000
6. Number of Last Check Written			See Attached				Not Available
7. Cash: Currency on Hand		$	0			$	0					+$	0
8. Total Cash - End Of Month		$	12,557			$	(5,557	)				=$	7,000

CASH IN:

INVESTMENT ACCOUNTS

 

Bank, Account Name & Number		Date of Purchase		Type of Instrument		Value
9. Bank of America, -522-1-4 EDW		02/02/06		Money Market		+$	16
10. Bank of America, -506-1-0 EDW*		02/03/06		Money Market (restricted cash) (1)		+$	20,000
11. BofA, Liquidity Mgmt Acct, -5754		06/30/06		Columbia Treasury Reserve		+$	282
12.						+$	0
13. Total Cash Investments						=$	20,298
14. TOTAL CASH		LINE 8 -PLUS LINE 13 = LINE 14 ****				$	27,298
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****	Must tie to Line 4, Quarterly Operating Report

(1)	This account represents restricted cash held by Bank of America pursuant to the Company’s revolving credit facility and is classified in other non-current assets on the Company’s Form 10-Q for the quarter ended June 30, 2006.

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Monthly Operating Report

ACCRUAL BASIS-5

LOCATION NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL.

CASE NUMBER: 06-30602-BJH-11 Chapter 11

 

BANK RECONCILIATIONS - ACCOUNTS 1 - 11		Account #1			Account #2				Account #3				Account #4				Account #5				Account #6			Account #7				Account #8
A. BANK:			Bank of America			Bank of America				First American				Amegy				Wells Fargo				LaSalle			JP Morgan Chase				Wachovia
B. ACCOUNT NUMBER:			375-666-2809			375-666-5754				335-519-729				316-474				494-507-3211				5800384397			601-854-714				2000-0140-45185
C. PURPOSE (TYPE):			Business Capital			Operating Acct				P/R Tax Escrow				Mstr Concentration				Mstr Concentration				Mstr Concentration			A/P				Mstr Concentration				Total #1 -8
1. BALANCE PER BANK STATEMENT		$	8,867		$	20			$	4,012			$	163			$	134			$	95		$	—			$	890			$	14,181
2. ADD: TOTAL DEPOSITS NOT CREDITED		$	—		$	—			$	—			$	—			$	—			$	—		$	—			$	—			$	—
3. SUBTRACT: OUTSTANDING CHECKS		$	—		$	—			$	—			$	—			$	—			$	—		$	982			$	—			$	982
4. OTHER RECONCILING ITEMS		$	—		$	(269	)		$	—			$	—			$	—			$	—		$	96			$	—			$	(173	)
5. MONTH END BALANCE PER BOOKS		$	8,867		$	(249	)		$	4,012			$	163			$	134			$	95		$	(886	)		$	890			$	13,026
6. NUMBER OF LAST CHECK WRITTEN			n/a			n/a				n/a				n/a				n/a				n/a			14,709				n/a				n/a
BANK RECONCILIATIONS -ACCOUNTS 12 -22		Account #9			Account #10				Account #11				Account #12				Account #13				Account #14			Account #15				Account #16
A. BANK:			JP Morgan Chase			JP Morgan Chase				JPM Chase				Bank of America				Bank of America				Regions Bank			Bank of America				US Bank
B. ACCOUNT NUMBER:			323-297-692			601-854-698				601-854-706				442-620-1256				0013-9000- 0900				78-8700-0154			4426201230				4346-84-7728
C. PURPOSE (TYPE):			Mstr Concentration			A/P Account (ZBA)				A/P Account (ZBA)				Payroll (ZBA)				Payroll (ZBA) (closed)				Mstr Concentration			BCBS				Mstr Concentration				Total 9 -16
1. BALANCE PER BANK STATEMENT		$	101		$	—			$	—			$	—			$	—			$	78		$	—			$	(151	)		$	28
2. ADD: TOTAL DEPOSITS NOT CREDITED		$	—		$	—			$	—			$	—			$	—			$	—		$	—			$	—			$	—
3. SUBTRACT: OUTSTANDING CHECKS		$	—		$	189			$	181			$	—			$	—			$	—		$	—			$	—			$	370
4. OTHER RECONCILING ITEMS		$	—		$	45			$	—			$	(21	)		$	(40	)		$	—		$	(111	)		$	—			$	(127	)
5. MONTH END BALANCE PER BOOKS		$	101		$	(144	)		$	(181	)		$	(21	)		$	(40	)		$	78		$	(111	)		$	(151	)		$	(469	)
6. NUMBER OF LAST CHECK WRITTEN			n/a			7,369				3,332				n/a				n/a				n/a			n/a				n/a				n/a

 

BANK RECONCILIATIONS - ALL ACCOUNTS		TOTAL
A. BANK:
B. ACCOUNT NUMBER:			All
C. PURPOSE (TYPE):			Accounts
1. BALANCE PER BANK STATEMENT		$	14,209
2. ADD: TOTAL DEPOSITS NOT CREDITED		$	—
3. SUBTRACT: OUTSTANDING CHECKS		$	1,352
4. OTHER RECONCILING ITEMS		$	(300	)
5. MONTH END BALANCE PER BOOKS		$	12,557
6. NUMBER OF LAST CHECK WRITTEN			See Details Above

 

INVESTMENT ACCOUNTS BANK, ACCOUNT NAME & NUMBER		DATE OF PURCHASE		TYPE OF INSTRUMENT		PURCHASE PRICE			CURRENT VALUE
7. Bank of America, 220-08522-1-4 EDW		2/2/06		Money Market		$	16		$	16
8. Bank of America, 249-00506-1-0 EDW*		2/3/06		Money Market		$	20,000		$	20,000
9. Bank of America, Liquidity Management Account, 3756665754		6/30/06		Columbia Treasury Reserves		$	282		$	282
10. TOTAL INVESTMENTS						$	20,298		$	20,298

CASH

 

11. CURRENCY ON HAND / DEPOSIT IN TRANSIT		$	—
12. TOTAL CASH AT SUBSIDIARIES		$	(5,557	)
13. TOTAL CASH - END OF MONTH		$	27,298

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POST CONFIRMATION

QUARTERLY OPERATING REPORT

 

CASE NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL.		rwd, 7/97

CASE NUMBER: 06-30602-BJH-11 Chapter 11

 

QUARTER ENDING: JUNE 30, 2006		ALL DOLLAR AMOUNTS IN THOUSANDS

 

1.		BEGINNING OF QUARTER CASH BALANCE:				$	34,556
		CASH RECEIPTS:
		CASH RECEIPTS DURING CURRENT QUARTER:
		(a). Cash receipts from business operations		+		$	274,551
		(b). Cash receipts from loan proceeds		+		$	53,000
		(c). Cash receipts from contributed capital		+		$	0
		(d). Cash receipts from tax refunds		+		$	0
		(e). Cash receipts from other sources		+		$	2,022
2.		TOTAL CASH RECEIPTS		=		$	329,573
		CASH DISBURSEMENTS:
		(A). PAYMENTS MADE UNDER THE PLAN:
		(1). Administrative		+		$	(43	)
		(2). Secured Creditors		+		$	(1,200	)
		(3). Priority Creditors		+		$	(5,169	)
		(4). Unsecured Creditors		+		$	(52,432	)
		(5). Additional Plan Payments		+		$	0
		(B). OTHER PAYMENTS MADE THIS QUARTER:
		(1). General Business		+		$	(277,094	)
		(2). Other Disbursements		+		$	(893	)
3.		TOTAL DISBURSEMENTS THIS QUARTER		=		$	(336,831	)
4.		CASH BALANCE END OF QUARTER		=
		Line 1 - Plus Line 2 - Minus Line 3 = Line 4				$	27,298