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Business Combinations
 12 Months Ended
Sep. 30, 2015
BusinessCombinationsAbstract  
Business Combination Disclosure

18. BUSINESS COMBINATIONS

Acquisition of Southern Rewinding

On May 21, 2015, our wholly-owned subsidiary Magnetech Industrial Services, Inc. (“Magnetech”) acquired all of the common stock and certain related real estate of Southern Industrial Sales and Services, Inc. (“Southern Rewinding”), a Columbus, Georgia-based motor repair and related field services company, for total consideration of $3,937.  Of that amount, $3,137 was paid at closing.  Additional consideration of $800 is scheduled to be paid through the period ending November, 2016, subject to Magnetech’s right to hold back certain amounts in respect of seller obligations.  After closing, we provided the newly-acquired entity with $1,065 of working capital.  Southern Rewinding is included in our Infrastructure Solutions segment.

The Company accounted for the transaction under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations derived from estimated fair value assessments and assumptions used by management are preliminary pending finalization of certain intangible asset valuations. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values being assigned to individual assets acquired and liabilities assumed. This may result in adjustments to the preliminary amounts recorded. In the fourth quarter of 2016, we finalized our valuation of the deferred taxes associated with this acquisition, resulting in a deferred tax liability of $724 with a corresponding increase to goodwill, bringing total recorded goodwill associated with Southern Rewinding to $2,256. As such, we reduced a portion of our valuation allowance equal to this deferred tax liability, resulting in a reduction to income tax expense of $724. The preliminary valuation of the assets acquired and liabilities assumed as of May 21, 2015 is as follows:

Current assets$1,225
Property and equipment911
Intangible assets (primarily customer relationships)1,700
Non-tax-deductible goodwill2,256
Current liabilities(1,431)
Deferred tax liability(724)
Net assets acquired$3,937

Acquisition of 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. These assets are related to the sale, installation, and third-party financing of residential solar equipment. The acquisition date fair value of consideration transferred was $4,798, of which $4,185 was allocated to goodwill. At the acquisition date, $665 of the total consideration transferred related to contingent consideration. The contingency period has elapsed, and none of the contingent consideration was ultimately paid. During the years ended September 30, 2014 and 2013, gains of $95 and $570, respectively, were recognized in Other income (expense), net, related to fair value adjustments for this contingent consideration.

Acquisition of MISCOR

On September 13, 2013 we completed the acquisition of MISCOR 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 Tontine owned approximately 49.9% of MISCOR.

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 2014, we adjusted our purchase price allocation related to the acquisition of MISCOR, resulting in net additional goodwill of $1,069 for our Infrastructure Solutions segment, which increased the segment’s goodwill to $6,362, with offsetting adjustments to certain assets and liabilities of the acquired entity.  This additional goodwill of $1,069 is 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 $311 reduction in the estimated value previously attributed to work in process inventory. We also identified additional current liabilities of $198, resulting in a further increase to goodwill.

Unaudited Pro Forma Information – 2013 Acquisitions

The supplemental pro forma results of operations for the year ended September 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
Year Ended
September 30, 2013
Revenues$542,027
Net loss from continuing operations$(3,081)