UNITED STATES
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):
December 28, 2006
INTEGRATED ELECTRICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-13783 |
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76-0542208 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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incorporation) |
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File Number) |
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Identification No.) |
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1800 West Loop South, Suite 500 |
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Houston, Texas |
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77027 |
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(Address of principal |
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(Zip Code) |
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executive offices) |
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Registrant’s telephone number, including area code: (713) 860-1500
(Former name or former address, if changed since last report): Not applicable
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))
Item 7.01 Regulation FD Disclosure.
On December 28, 2006, Integrated Electrical Services, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”), filed their Quarterly Operating Report covering the quarter ended September 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 “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. 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 company’s ability to meet debt service obligations and related financial and other covenants particularly as relates to the shutdown company projects, and the possible resulting material default under the company’s credit agreements which is not waived or amended; limitations on the availability and the increased costs of surety bonds required for certain projects; risk associated with failure to provide surety bonds on jobs where the company has commenced work or are otherwise contractually obligated to provide surety bonds; the inherent uncertainties relating to estimating future operating results and the company’s ability to generate sales, operating income, or cash flow; potential difficulty in addressing material weaknesses in the inventory and control environment at one business unit that has been identified by the company and its independent auditors; fluctuations in operating results because of downturns in levels of construction; inaccurate estimates used in entering into and executing contracts; inaccuracies in estimating revenue and percentage of completion on
contracts; difficulty in managing the operation of existing entities; the high level of competition in the construction industry both from third parties and ex-employees; increases in costs or limitations on availability of labor, especially qualified electricians, increase in costs of commodities used in the our industry of steel, copper and gasoline; accidents resulting from the numerous physical hazards associated with the company’s work; loss of key personnel particularly presidents of business units; business disruption and costs associated with the Securities and Exchange Commission investigation or class action now pending; litigation risks and uncertainties, including in connection with the ongoing SEC investigation; unexpected liabilities or losses associated with warranties or other liabilities attributable to the retention of the legal structure or retained liabilities of business units where the company has sold substantially all of the assets; difficulties in integrating new types of work into existing subsidiaries; inability of the company to incorporate new accounting, control and operating procedures; the loss of productivity, either at the corporate office or operating level resulting from change procedures or management personnel; disruptions or inability to effectively manage consolidations; the residual effect with customers and vendors from the bankruptcy process leading to less work or less favorable delivery or credit terms; the delayed effect of fewer or different 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; and distraction of management time in winding down and closing subsidiaries. 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 the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006 could affect the Company’s future results and could cause results to differ materially from those expressed in such forward-looking statements. The Company undertakes no obligation to publicly update or revise 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.
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(d) |
Exhibits. |
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Exhibit
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Description
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99.1* |
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Quarterly Operating Report for the quarter ended September 30, 2006
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________________________
Furnished 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 hereunto duly authorized.
INTEGRATED ELECTRICAL SERVICES, INC.
By: _/s/ Curt L. Warnock_________________
Curt L. Warnock
Senior Vice President and General Counsel
Date: January 4, 2006
EXHIBIT INDEX
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Exhibit
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Description
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99.1* |
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Quarterly Operating Report for the quarter ended September 30, 2006
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________________________
Furnished herewith.
EXHIBIT 99.1
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CASE NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL. |
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CASE NUMBER: 06-30602-BJH-11 Chapter 11 |
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rwd, 7/97 |
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DIVISION 6
FOR POST CONFIRMATION USE
QUARTERLY OPERATING REPORT
AND
QUARTERLY BANK RECONCILEMENT
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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. |
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RESPONSIBLE PARTY: |
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Original Signature of Responsible Party |
/s/ David A. Miller |
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1/3/2007 |
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Printed Name of Responsible Party |
David A. Miller |
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Title |
Senior Vice President & Chief Financial Officer |
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Date |
December 28, 2006 |
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PREPARER: |
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Original Signature of Preparer |
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Printed Name of Preparer |
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Title |
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Date |
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1 of 4
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POST CONFIRMATION |
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QUARTERLY BANK RECONCILEMENT |
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CASE NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL. |
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CASE NUMBER: 06-30602-BJH-11 Chapter 11 |
rwd, 7/97 |
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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. |
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QUARTER ENDING: SEPTEMBER 30, 2006 |
*** ALL DOLLAR AMOUNTS IN THOUSANDS *** |
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Bank Reconciliations |
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Account #1 |
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Account #2 |
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Account #3 |
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A. |
Bank |
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Summary |
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Summary |
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B. |
Account Number |
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See Attached |
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C. |
Purpose (Type) |
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Corporate |
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Subsidiaries |
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TOTAL |
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1. |
Balance Per Bank Statement |
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$ |
13,185 |
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Not Available |
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NM |
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2. |
Add: Total Deposits Not Credited |
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$ |
0 |
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Not Available |
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+ |
NM |
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3. |
Subtract: Outstanding Checks |
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($ |
1,997 |
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Not Available |
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- |
NM |
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4. |
Other Reconciling Items |
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($ |
171 |
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Not Available |
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+ / - |
NM |
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5. |
Month End Balance Per Books |
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$ |
11,018 |
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($ |
4,199 |
) |
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= |
$ 6,819 |
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6. |
Number of Last Check Written |
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See Attached |
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Not Available |
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7. |
Cash: Currency on Hand |
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$ |
0 |
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$ |
0 |
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+ |
$ 0 |
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8. |
Total Cash - End Of Month |
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$ |
11,018 |
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($ |
4,199 |
) |
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= |
$ 6,819 |
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CASH IN: |
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Bank, Account Name & Number |
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Date of |
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Type of |
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Value |
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9. |
Bank of America, -522-1-4 EDW |
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02/02/06 |
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Money Market |
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+ |
$10,022 |
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10. |
Bank of America, -506-1-0 EDW* |
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02/03/06 |
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Money Market (restricted cash) (1) |
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+ |
$20,000 |
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11. |
BofA, Liquidity Mgmt Acct, -5754 |
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06/30/06 |
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Columbia Treasury Reserve |
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+ |
$ 7,644 |
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12. |
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+ |
$ 0 |
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13. |
Total Cash Investments |
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= |
$37,666 |
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14. |
TOTAL CASH |
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LINE 8 - PLUS LINE 13 = LINE 14**** |
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$44,485 |
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**** |
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**** Must tie to Line 4, Quarterly Operating Report |
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(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-K for the year ended September 30, 2006. |
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2 of 4
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Monthly Operating Report |
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LOCATION NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL. |
ACCRUAL BASIS-5 |
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CASE NUMBER: 06-30602-BJH-11 Chapter 11 |
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BANK RECONCILIATIONS - ACCOUNTS 1 - 11 |
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Account #1 |
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Account #2 |
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Account #3 |
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Account #4 |
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Account #5 |
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A. |
BANK: |
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Bank of America |
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Bank of America |
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First American |
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Amegy |
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Wells Fargo |
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B. |
ACCOUNT NUMBER: |
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375-666-2809 |
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375-666-5754 |
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335-519-729 |
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316-474 |
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494-507-3211 |
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C. |
PURPOSE (TYPE): |
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Business Capital |
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Operating Acct |
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P/R Tax Escrow |
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Master Concentration |
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Master Concentration |
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1. |
BALANCE PER BANK STATEMENT |
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$ |
6,951 |
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$ |
— |
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$ |
4,048 |
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$ |
446 |
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$ |
118 |
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2. |
ADD: TOTAL DEPOSITS NOT CREDITED |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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3. |
SUBTRACT: OUTSTANDING CHECKS |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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4. |
OTHER RECONCILING ITEMS |
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$ |
— |
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$ |
(271 |
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$ |
— |
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$ |
— |
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$ |
— |
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5. |
MONTH END BALANCE PER BOOKS |
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$ |
6,951 |
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$ |
(271 |
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$ |
4,048 |
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$ |
446 |
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$ |
118 |
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6. |
NUMBER OF LAST CHECK WRITTEN |
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n/a |
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n/a |
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n/a |
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n/a |
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n/a |
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BANK RECONCILIATIONS - ACCOUNTS 1 - 11 |
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Account #6 |
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Account #7 |
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Account #8 |
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A. |
BANK: |
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Regions Bank |
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LaSalle |
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Bank of America |
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B. |
ACCOUNT NUMBER: |
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78-8700-0154 |
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5800384397 |
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4426201230 |
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C. |
PURPOSE (TYPE): |
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Master Concentration |
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Master Concentration |
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BCBS |
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Total #1 - 8 |
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1. |
BALANCE PER BANK STATEMENT |
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$ |
100 |
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$ |
101 |
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$ |
— |
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$ |
11,763 |
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2. |
ADD: TOTAL DEPOSITS NOT CREDITED |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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3. |
SUBTRACT: OUTSTANDING CHECKS |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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4. |
OTHER RECONCILING ITEMS |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
(271 |
) |
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5. |
MONTH END BALANCE PER BOOKS |
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$ |
100 |
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$ |
101 |
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$ |
— |
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$ |
11,492 |
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6. |
NUMBER OF LAST CHECK WRITTEN |
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n/a |
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n/a |
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n/a |
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n/a |
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BANK RECONCILIATIONS - ACCOUNTS 12 - 22 |
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Account #9 |
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Account #10 |
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Account #11 |
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Account #12 |
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A. |
BANK: |
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JP Morgan Chase |
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JP Morgan Chase |
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JPM Chase |
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Bank of America |
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B. |
ACCOUNT NUMBER: |
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323-297-692 |
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601-854-698 |
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601-854-706 |
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442-620-1256 |
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C. |
PURPOSE (TYPE): |
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Master Concentration |
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A/P Account (ZBA) |
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A/P Account (ZBA) |
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Payroll (ZBA) |
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1. |
BALANCE PER BANK STATEMENT |
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$ |
101 |
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$ |
— |
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$ |
— |
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$ |
— |
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2. |
ADD: TOTAL DEPOSITS NOT CREDITED |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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3. |
SUBTRACT: OUTSTANDING CHECKS |
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$ |
— |
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$ |
(202 |
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$ |
(398 |
) |
$ |
— |
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4. |
OTHER RECONCILING ITEMS |
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$ |
— |
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$ |
99 |
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$ |
0 |
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$ |
1 |
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5. |
MONTH END BALANCE PER BOOKS |
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$ |
101 |
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$ |
(102 |
) |
$ |
(398 |
) |
$ |
1 |
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6. |
NUMBER OF LAST CHECK WRITTEN |
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n/a |
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7,481 |
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3,361 |
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n/a |
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BANK RECONCILIATIONS - ACCOUNTS 12 - 22 |
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Account #14 |
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Account #15 |
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Account #16 |
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Account #17 |
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A. |
BANK: |
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Bank of America |
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JP Morgan Chase |
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Wachovia |
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US Bank |
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B. |
ACCOUNT NUMBER: |
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0013-9000-0900 |
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601-854-714 |
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2000-0140-45185 |
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4346-84-7728 |
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C. |
PURPOSE (TYPE): |
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Payroll (ZBA) (closed) |
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A/P |
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Master Concentration |
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Master Concentration |
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Total 9 - 16 |
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1. |
BALANCE PER BANK STATEMENT |
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$ |
— |
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$ |
— |
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$ |
829 |
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$ |
492 |
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$ |
1,422 |
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2. |
ADD: TOTAL DEPOSITS NOT CREDITED |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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3. |
SUBTRACT: OUTSTANDING CHECKS |
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$ |
— |
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$ |
(1,397 |
) |
$ |
— |
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$ |
— |
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$ |
(1,997 |
) |
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4. |
OTHER RECONCILING ITEMS |
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$ |
— |
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$ |
0 |
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$ |
— |
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$ |
— |
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$ |
100 |
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5. |
MONTH END BALANCE PER BOOKS |
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$ |
— |
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$ |
(1,397 |
) |
$ |
829 |
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$ |
492 |
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$ |
(474 |
) |
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6. |
NUMBER OF LAST CHECK WRITTEN |
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n/a |
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15,078 |
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n/a |
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n/a |
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n/a |
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BANK RECONCILIATIONS - ALL ACCOUNTS |
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TOTAL |
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A. |
BANK: |
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B. |
ACCOUNT NUMBER: |
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All |
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C. |
PURPOSE (TYPE): |
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Accounts |
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1. |
BALANCE PER BANK STATEMENT |
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$ |
13,185 |
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2. |
ADD: TOTAL DEPOSITS NOT CREDITED |
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$ |
— |
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3. |
SUBTRACT: OUTSTANDING CHECKS |
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$ |
(1,997 |
) |
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4. |
OTHER RECONCILING ITEMS |
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$ |
(171 |
) |
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5. |
MONTH END BALANCE PER BOOKS |
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$ |
11,018 |
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6. |
NUMBER OF LAST CHECK WRITTEN |
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See Details Above |
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INVESTMENT ACCOUNTS |
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BANK, ACCOUNT NAME & NUMBER |
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DATE OF |
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TYPE OF |
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PURCHASE |
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CURRENT |
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7. |
Bank of America, 220-08522-1-4 EDW |
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2/2/06 |
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Money Market |
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$ |
10,022 |
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$ |
10,022 |
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8. |
Bank of America, 249-00506-1-0 EDW* |
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2/3/06 |
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Money Market |
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$ |
20,000 |
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$ |
20,000 |
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9. |
Bank of America, Liquidity Management Account, 3756665754 |
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6/30/06 |
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Columbia Treasury Reserves |
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$ |
7,644 |
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$ |
7,644 |
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10. |
TOTAL INVESTMENTS |
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$ |
37,666 |
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$ |
37,666 |
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CASH |
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11. |
CURRENCY ON HAND / DEPOSIT IN TRANSIT |
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$ |
— |
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12. |
TOTAL CASH AT SUBSIDIARIES |
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$ |
(4,199 |
) |
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13. |
TOTAL CASH - END OF MONTH |
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$ |
44,485 |
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3 of 4
POST CONFIRMATION
QUARTERLY OPERATING REPORT
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CASE NAME: INTEGRATED ELECTRICAL SERVICES, INC. ET AL. |
rwd, 7/97 |
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CASE NUMBER: 06-30602-BJH-11 Chapter 11 |
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QUARTER ENDING: SEPTEMBER 30, 2006 |
ALL DOLLAR AMOUNTS IN THOUSANDS |
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1. |
BEGINNING OF QUARTER CASH BALANCE: |
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$ |
27,298 |
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CASH RECEIPTS: |
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CASH RECEIPTS DURING CURRENT QUARTER: |
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(a). |
Cash receipts from business operations |
+ |
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$ |
297,260 |
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(b). |
Cash receipts from loan proceeds |
+ |
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$ |
0 |
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(c). |
Cash receipts from contributed capital |
+ |
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$ |
0 |
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(d). |
Cash receipts from tax refunds |
+ |
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$ |
0 |
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(e). |
Cash receipts from other sources |
+ |
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$ |
2,578 |
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2. |
TOTAL CASH RECEIPTS |
= |
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$ |
299,838 |
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CASH DISBURSEMENTS: |
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(A). |
PAYMENTS MADE UNDER THE PLAN: |
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(1). Administrative |
+ |
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($ |
43 |
) |
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(2). Secured Creditors |
+ |
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$ |
0 |
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(3). Priority Creditors |
+ |
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($ |
983 |
) |
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(4). Unsecured Creditors |
+ |
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($ |
481 |
) |
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(5). Additional Plan Payments |
+ |
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$ |
0 |
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(B). |
OTHER PAYMENTS MADE THIS QUARTER: |
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(1). General Business |
+ |
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($ |
280,321 |
) |
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(2). Other Disbursements |
+ |
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($ |
823 |
) |
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3. |
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TOTAL DISBURSEMENTS THIS QUARTER |
= |
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($ |
282,651 |
) |
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4. |
CASH BALANCE END OF QUARTER |
= |
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Line 1 - Plus Line 2 - Minus Line 3 = Line 4 |
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$ |
44,485 |
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4 of 4