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Business Combination (Tables)
3 Months Ended
Dec. 31, 2013
Business Combinations [Abstract]  
Business Combination Considerations
IES receivable from the Acro Group as of December 31, 2012 (a)$ 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 (b) 665
Total consideration transferred $ 4,798
(a)As of the Closing Date, IES had a receivable from the Acro Group from past transactions between the two companies. This receivable was forgiven by IES as a portion of the consideration paid to acquire the Acro Group assets and liabilities.
(b)The contingent consideration is based on a formula of the Acro Group's revenue for the first 12 months after February 15, 2013, with a maximum and minimum amount payable by IES.
IES Common Shares (2,795,577)$ 11,853
Cash purchase consideration 4,364
Total consideration transferred $ 16,217
Allocation to Fair Value of Net Assets Acquired and Liabilities Assumed
Total estimate of consideration expected to be transferred 4,798
Fair value of assets acquired and liabilities assumed:
Trade receivables$ 317
Prepaid commissions 46
Inventory 16
Property and equipment 40
Order backlog 350
Covenant not-to-compete 140
Developed technology 400
Vacation payable (26)
Customer incentive payable (70)
Deferred revenue (600)
Goodwill: (c)$ 4,185
(c)The goodwill is attributable to the workforce of the acquired business and other intangibles that do not qualify for separate recognition.
Total estimate of consideration expected to be transferred$ 16,217
Fair value of assets acquired and liabilities assumed:
Trade receivables$ 4,925
Prepaids 532
Inventory 7,530
Property and equipment 5,355
Customer relationships 2,100
Technical library 400
Trade names 1,200
Other assets 552
Trade payables (4,143)
Accrued liabilities (2,016)
Term loan (5,511)
Goodwill: (a)$ 5,293
(a)Although this goodwill is not deductible for tax purposes, we acquired tax basis of $10.0 million in goodwill and intangible assets recognized by MISCOR prior to our purchase agreement with them. The deferred tax asset associated with the basis is fully offset by a corresponding valuation allowance. No value was assigned in the purchase price allocation above to the original intangible assets recognized by MISCOR prior to our purchase agreement.
Pro Forma Results of Operations
Unaudited
Three Months EndedThree Months Ended
December 31, 2013December 31, 2012
Revenues$ 120,079$ 142,002
Net income from continuing operations$ 265$ 729