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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 76-0542208 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
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31 | ||||||||
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
• |
fluctuations in operating activity due to downturns in levels of construction, seasonality
and differing regional economic conditions;
|
• |
competition in the construction industry, 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
contracts;
|
• |
a general reduction in the demand for our services;
|
• |
a change in the mix of our customers, contracts and business;
|
• |
our ability to successfully manage construction projects;
|
• |
possibility of errors when estimating revenue and progress to date on
percentage-of-completion contracts;
|
• |
inaccurate estimates used when entering into fixed-priced contracts;
|
• |
challenges integrating new types of work or new processes into our divisions;
|
• |
the cost and availability of qualified labor, especially electricians and construction
supervisors;
|
• |
accidents resulting from the physical hazards associated with our work and the potential
for vehicle accidents;
|
• |
success in transferring, renewing and obtaining electrical and construction licenses;
|
• |
our ability to pass along increases in the cost of commodities used in our business, in
particular, copper, aluminum, steel, fuel and certain plastics;
|
• |
potential supply chain disruptions due to credit or liquidity problems faced by our
suppliers;
|
• |
loss of key personnel and effective transition of new management;
|
• |
warranty losses or other latent defect claims in excess of our existing reserves and
accruals;
|
• |
warranty losses or other unexpected liabilities stemming from former divisions which we
have sold or closed;
|
• |
growth in latent defect litigation in states where we provide residential electrical work
for home builders not otherwise covered by insurance;
|
• |
limitations on the availability of sufficient credit or cash flow to fund our working
capital needs;
|
• |
difficulty in fulfilling the covenant terms of our credit facilities;
|
• |
increased cost of surety bonds affecting margins on work and the potential for our surety
providers to refuse bonding or require additional collateral at their discretion;
|
3
• |
increases in bad debt expense and days sales outstanding due to liquidity problems faced by
our customers;
|
• |
changes in the assumptions made regarding future events used to value our stock options and
performance-based stock awards;
|
• |
the recognition of potential goodwill, fixed asset and other investment impairments;
|
• |
uncertainties inherent in estimating future operating results, including revenues,
operating income or cash flow;
|
• |
disagreements with taxing authorities with regard to tax positions we have adopted;
|
• |
the recognition of tax benefits related to uncertain tax positions;
|
• |
complications associated with the incorporation of new accounting, control and operating
procedures;
|
• |
the financial impact of new or proposed accounting regulations;
|
• |
the ability of our controlling shareholder to take action not aligned with other
shareholders;
|
• |
the possibility that certain of our net operating losses may be restricted or reduced in a
change in ownership;
|
• |
credit and capital market conditions, including changes in interest rates that affect the
cost of construction financing and mortgages, and the inability for some of our customers to
retain sufficient financing which could lead to project delays or cancellations; and
|
• |
the sale or disposition of the shares of our common stock held by our majority shareholder,
which, under certain circumstances, would trigger change of control provisions in contracts
such as employment agreements, supply agreements, and financing and surety arrangements.
|
4
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
(Unaudited) | ||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 26,946 | $ | 32,924 | ||||
Accounts receivable:
|
||||||||
Trade, net of allowance of $3,207 and $3,360, respectively
|
82,630 | 88,252 | ||||||
Retainage
|
17,281 | 17,083 | ||||||
Inventories
|
13,542 | 12,682 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
13,545 | 12,566 | ||||||
Prepaid expenses and other current assets
|
4,976 | 5,449 | ||||||
|
||||||||
Total current assets
|
158,920 | 168,956 | ||||||
LONG-TERM RECEIVABLES, net of allowance of $4,082 and $4,069, respectively
|
422 | 440 | ||||||
PROPERTY AND EQUIPMENT, net
|
12,419 | 19,846 | ||||||
GOODWILL
|
3,981 | 3,981 | ||||||
OTHER NON-CURRENT ASSETS, net
|
11,561 | 11,882 | ||||||
|
||||||||
|
||||||||
Total assets
|
$ | 187,303 | $ | 205,105 | ||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current maturities of long-term debt
|
$ | 609 | $ | 808 | ||||
Accounts payable and accrued expenses
|
55,939 | 67,799 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
14,992 | 17,109 | ||||||
|
||||||||
Total current liabilities
|
71,540 | 85,716 | ||||||
LONG-TERM DEBT, net of current maturities
|
10,405 | 10,448 | ||||||
LONG-TERM DEFERRED TAX LIABILITY
|
1,045 | 1,046 | ||||||
OTHER NON-CURRENT LIABILITIES
|
6,190 | 6,314 | ||||||
|
||||||||
Total liabilities
|
89,180 | 103,524 | ||||||
|
||||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and
outstanding
|
— | — | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; 15,407,802 and
15,407,802 shares issued and 14,732,076 and 14,773,904
outstanding, respectively
|
154 | 154 | ||||||
Treasury stock, at cost, 675,726 and 633,898 shares, respectively
|
(9,770 | ) | (13,677 | ) | ||||
Additional paid-in capital
|
167,710 | 171,510 | ||||||
Accumulated other comprehensive income
|
— | (88 | ) | |||||
Retained deficit
|
(59,971 | ) | (56,318 | ) | ||||
|
||||||||
Total stockholders’ equity
|
98,123 | 101,581 | ||||||
|
||||||||
Total liabilities and stockholders’ equity
|
$ | 187,303 | $ | 205,105 | ||||
|
5
Three Months Ended | Three Months Ended | |||||||
December 31, 2010 | December 31, 2009 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenues
|
$ | 113,649 | $ | 120,248 | ||||
Cost of services
|
102,477 | 100,316 | ||||||
|
||||||||
Gross profit
|
11,172 | 19,932 | ||||||
Selling, general and administrative expenses
|
18,021 | 19,267 | ||||||
Gain on sale of assets
|
(6,729 | ) | (65 | ) | ||||
Asset Impairment
|
3,551 | — | ||||||
Restructuring charges
|
— | 698 | ||||||
|
||||||||
Income (loss) from operations
|
(3,671 | ) | 32 | |||||
|
||||||||
Interest and other (income) expense:
|
||||||||
Interest expense
|
599 | 1,068 | ||||||
Interest income
|
(25 | ) | (57 | ) | ||||
Other (income) expense, net
|
(15 | ) | (119 | ) | ||||
|
||||||||
Interest and other expense, net
|
559 | 892 | ||||||
|
||||||||
Income (loss) from operations before income taxes
|
(4,230 | ) | (860 | ) | ||||
Benefit from income taxes
|
(578 | ) | (55 | ) | ||||
|
||||||||
Net income (loss)
|
$ | (3,652 | ) | $ | (805 | ) | ||
|
||||||||
Income (loss) per share
|
||||||||
Basic
|
$ | (0.25 | ) | $ | (0.06 | ) | ||
Diluted
|
$ | (0.25 | ) | $ | (0.06 | ) | ||
|
||||||||
Shares used in the computation of loss per share (Note 5):
|
||||||||
Basic
|
14,447,357 | 14,396,017 | ||||||
Diluted
|
14,447,357 | 14,396,017 |
6
Three Months Ended | Three Months Ended | |||||||
December 31, 2010 | December 31, 2009 | |||||||
(Unaudited) | (Unaudited) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (3,652 | ) | $ | (805 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Bad debt expense
|
(16 | ) | 305 | |||||
Deferred financing cost amortization
|
84 | 75 | ||||||
Depreciation and amortization
|
1,137 | 1,376 | ||||||
Gain on sale of assets
|
(6,729 | ) | (65 | ) | ||||
Asset Impairment
|
3,551 | — | ||||||
Non-cash compensation expense
|
170 | 318 | ||||||
Equity in (gains) losses of investment
|
96 | (5 | ) | |||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
5,457 | 9,869 | ||||||
Inventories
|
(860 | ) | 875 | |||||
Costs and estimated earnings in excess of billings
|
(979 | ) | 1,436 | |||||
Prepaid expenses and other current assets
|
473 | (186 | ) | |||||
Other non-current assets
|
(286 | ) | (4 | ) | ||||
Accounts payable and accrued expenses
|
(11,860 | ) | (16,339 | ) | ||||
Billings in excess of costs and estimated earnings
|
(2,117 | ) | (4,723 | ) | ||||
Other non-current liabilities
|
(125 | ) | (389 | ) | ||||
|
||||||||
Net cash provided by (used in) continuing operations
|
(15,084 | ) | (8,262 | ) | ||||
|
||||||||
Net cash provided by (used in) operating activities
|
(15,084 | ) | (8,262 | ) | ||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases of property and equipment
|
(391 | ) | (76 | ) | ||||
Proceeds from sales of property and equipment
|
9,859 | 109 | ||||||
Distribution from unconsolidated affiliates
|
(57 | ) | — | |||||
|
||||||||
Net cash provided by (used in) investing activities
|
9,411 | 33 | ||||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Borrowings of debt
|
— | 744 | ||||||
Repayments of debt
|
(242 | ) | (796 | ) | ||||
Purchase of treasury stock
|
(63 | ) | (98 | ) | ||||
|
||||||||
Net cash used in financing activities
|
(305 | ) | (150 | ) | ||||
|
||||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(5,978 | ) | (8,379 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period
|
32,924 | 64,174 | ||||||
|
||||||||
CASH AND CASH EQUIVALENTS, end of period
|
$ | 26,946 | $ | 55,795 | ||||
|
||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for interest
|
$ | 513 | $ | 1,676 | ||||
Cash paid for income taxes
|
$ | 30 | $ | 33 |
7
8
9
10
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
Tontine Term Loan, due May 15, 2013, bearing interest at 11.00%
|
$ | 10,000 | $ | 10,000 | ||||
Insurance Financing Agreements
|
448 | 653 | ||||||
Capital leases
|
566 | 603 | ||||||
|
||||||||
Total debt
|
11,014 | 11,256 | ||||||
Less — Short-term debt and current maturities of long-term debt
|
(609 | ) | (808 | ) | ||||
|
||||||||
Total long-term debt
|
$ | 10,405 | $ | 10,448 | ||||
|
Capital Leases | Term Debt | Total | ||||||||||
|
||||||||||||
2011
|
$ | 233 | $ | 448 | $ | 681 | ||||||
2012
|
297 | — | 297 | |||||||||
2013
|
287 | 10,000 | 10,287 | |||||||||
2014
|
24 | — | 24 | |||||||||
2015
|
— | — | — | |||||||||
Thereafter
|
— | — | — | |||||||||
Less: Imputed Interest
|
(275 | ) | — | (275 | ) | |||||||
|
||||||||||||
Total
|
$ | 566 | $ | 10,448 | $ | 11,014 | ||||||
|
11
Annual Interest Rate for | ||||
Total Liquidity | Annual Interest Rate for Loans | Letters of Credit | ||
|
||||
Greater than or equal to $60,000
|
LIBOR plus 3.00% or Base Rate plus 1.00% | 3.00% plus 0.25% fronting fee | ||
Greater than $40,000 and less than $60,000
|
LIBOR plus 3.25% or Base Rate plus 1.25% | 3.25% plus 0.25% fronting fee | ||
Less than or equal to $40,000
|
LIBOR plus 3.50% or Base Rate plus 1.50% | 3.50% plus 0.25% fronting fee |
12
Three Months Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
Numerator:
|
||||||||
Net loss attributable to common shareholders
|
$ | (3,652 | ) | $ | (805 | ) | ||
Net income attributable to restricted shareholders
|
— | — | ||||||
|
||||||||
Net loss
|
$ | (3,652 | ) | $ | (805 | ) | ||
|
||||||||
Denominator:
|
||||||||
Weighted average common shares outstanding — basic
|
14,447,357 | 14,396,017 | ||||||
Effect of dilutive stock options and non-vested restricted stock
|
— | — | ||||||
|
||||||||
Weighted average common and common equivalent shares outstanding — diluted
|
14,447,357 | 14,396,017 | ||||||
|
||||||||
Loss per share
|
||||||||
Basic
|
$ | (0.25 | ) | $ | (0.06 | ) | ||
Diluted
|
$ | (0.25 | ) | $ | (0.06 | ) |
13
Three Months Ended December 31, 2010 | ||||||||||||||||||||
Commercial & | ||||||||||||||||||||
Communications | Residential | Industrial | Corporate | Total | ||||||||||||||||
Revenues
|
$ | 19,921 | $ | 26,045 | $ | 67,683 | $ | — | $ | 113,649 | ||||||||||
Cost of services
|
16,710 | 21,460 | 64,307 | — | 102,477 | |||||||||||||||
|
||||||||||||||||||||
Gross profit
|
3,211 | 4,585 | 3,376 | — | 11,172 | |||||||||||||||
Selling, general and administrative
|
2,320 | 4,779 | 7,572 | 3,350 | 18,021 | |||||||||||||||
Loss (gain) on sale of assets
|
— | (22 | ) | (6,805 | ) | 98 | (6,729 | ) | ||||||||||||
Asset Impairment
|
— | — | — | 3,551 | 3,551 | |||||||||||||||
|
||||||||||||||||||||
Income (loss) from operations
|
$ | 891 | $ | (172 | ) | $ | 2,609 | $ | (6,999 | ) | $ | (3,671 | ) | |||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Other data:
|
||||||||||||||||||||
Depreciation and
amortization
expense
|
$ | 26 | $ | 99 | $ | 235 | $ | 777 | $ | 1,137 | ||||||||||
Capital expenditures
|
$ | — | $ | 27 | $ | 226 | $ | 138 | $ | 391 | ||||||||||
Total assets
|
$ | 20,486 | $ | 27,680 | $ | 82,401 | $ | 56,736 | $ | 187,303 |
Three Months Ended December 31, 2009 | ||||||||||||||||||||
Commercial & | ||||||||||||||||||||
Communications | Residential | Industrial | Corporate | Total | ||||||||||||||||
Revenues
|
$ | 18,652 | $ | 28,992 | $ | 72,604 | $ | — | $ | 120,248 | ||||||||||
Cost of services
|
15,295 | 22,148 | 62,873 | — | 100,316 | |||||||||||||||
|
||||||||||||||||||||
Gross profit
|
3,357 | 6,844 | 9,731 | — | 19,932 | |||||||||||||||
Selling, general and administrative
|
1,886 | 6,023 | 7,957 | 3,401 | 19,267 | |||||||||||||||
Loss (gain) on sale of assets
|
— | (2 | ) | (63 | ) | — | (65 | ) | ||||||||||||
Restructuring charge
|
16 | — | 700 | (18 | ) | 698 | ||||||||||||||
|
||||||||||||||||||||
Income (loss) from operations
|
$ | 1,455 | $ | 823 | $ | 1,137 | $ | (3,383 | ) | $ | 32 | |||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Other data:
|
||||||||||||||||||||
Depreciation and
amortization
expense
|
$ | 28 | $ | 142 | $ | 331 | $ | 875 | $ | 1,376 | ||||||||||
Capital expenditures
|
$ | 31 | $ | 12 | $ | 1 | $ | 32 | $ | 76 | ||||||||||
Total assets
|
$ | 19,243 | $ | 32,817 | $ | 98,882 | $ | 95,389 | $ | 246,331 |
14
15
Weighted Average | ||||||||
Shares | Exercise Price | |||||||
Outstanding, September 30, 2010
|
158,500 | $ | 18.64 | |||||
Options granted
|
— | — | ||||||
Exercised
|
— | — | ||||||
Expired
|
— | — | ||||||
Forfeited
|
— | — | ||||||
|
||||||||
Outstanding, December 31, 2010
|
158,500 | $ | 18.64 | |||||
|
||||||||
Exercisable, December 31, 2010
|
— | $ | — | |||||
|
Remaining | ||||||||||||||||||||
Outstanding as of | Contractual Life | Weighted-Average | Exercisable as of | Weighted-Average | ||||||||||||||||
Range of Exercise Prices | December 31, 2010 | in Years | Exercise Price | December 31, 2010 | Exercise Price | |||||||||||||||
$12.31 – $18.79
|
123,500 | 5.86 | $ | 17.02 | 123,500 | $ | 17.02 | |||||||||||||
$20.75 – $25.08
|
35,000 | 6.47 | 24.46 | 33,333 | 24.65 | |||||||||||||||
|
||||||||||||||||||||
|
158,500 | 6.00 | $ | 18.66 | 156,833 | $ | 18.64 | |||||||||||||
|
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
Carrying value
|
$ | 1,995 | $ | 2,005 | ||||
Unrealized gains (losses)
|
(157 | ) | (179 | ) | ||||
|
||||||||
Fair value
|
$ | 1,838 | $ | 1,826 | ||||
|
16
17
Significant | Significant | |||||||||||||||
Other Observable | Unobservable | |||||||||||||||
Total | Quoted Prices | Inputs | Inputs | |||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Money market accounts
|
$ | 17,862 | $ | 17,862 | $ | — | $ | — | ||||||||
Executive Savings Plan assets
|
643 | 643 | — | — | ||||||||||||
Executive Savings Plan liabilities
|
(731 | ) | (731 | ) | — | — | ||||||||||
|
||||||||||||||||
Total
|
$ | 17,774 | $ | 17,774 | $ | — | $ | — | ||||||||
|
18
19
20
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
21
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||
$ | % | $ | % | |||||||||||||
(Dollars in millions, Percentage of revenues) | ||||||||||||||||
Revenues
|
$ | 113.6 | 100.0 | % | $ | 120.2 | 100.0 | % | ||||||||
Cost of services
|
102.5 | 90.2 | % | 100.3 | 83.4 | % | ||||||||||
|
||||||||||||||||
Gross profit
|
11.1 | 9.8 | % | 19.9 | 16.6 | % | ||||||||||
Selling, general and administrative expenses
|
18.0 | 15.9 | % | 19.3 | 16.0 | % | ||||||||||
Gain on sale of assets
|
(6.7 | ) | (5.9 | )% | (0.1 | ) | (0.1 | )% | ||||||||
Asset Impairment
|
3.5 | 3.1 | % | — | — | % | ||||||||||
Restructuring charges
|
— | — | % | 0.7 | 0.6 | % | ||||||||||
|
||||||||||||||||
Income (loss) from operations
|
(3.7 | ) | (3.3 | )% | — | — | % | |||||||||
Interest and other expense, net
|
0.5 | 0.5 | % | 0.9 | 0.7 | % | ||||||||||
|
||||||||||||||||
Loss before income taxes
|
(4.2 | ) | (3.8 | )% | (0.9 | ) | (0.7 | )% | ||||||||
Provision for income taxes
|
(0.5 | ) | (0.5 | )% | (0.1 | ) | — | % | ||||||||
|
||||||||||||||||
Net loss
|
$ | (3.7 | ) | (3.3) | % | $ | (0.8 | ) | (0.7 | )% | ||||||
|
22
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||
$ | % | $ | % | |||||||||||||
(Dollars in millions, Percentage of revenues) | ||||||||||||||||
Communications
|
$ | 19.9 | 17.5 | % | $ | 18.6 | 15.5 | % | ||||||||
Residential
|
26.0 | 22.9 | % | 29.0 | 24.1 | % | ||||||||||
Commercial & Industrial
|
67.7 | 59.6 | % | 72.6 | 60.4 | % | ||||||||||
|
||||||||||||||||
Total Consolidated
|
$ | 113.6 | 100.0 | % | $ | 120.2 | 100.0 | % | ||||||||
|
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||
$ | % | $ | % | |||||||||||||
(Dollars in millions, Percentage of revenues) | ||||||||||||||||
Communications
|
$ | 3.2 | 16.1 | % | $ | 3.4 | 18.3 | % | ||||||||
Residential
|
4.6 | 17.7 | % | 6.8 | 23.4 | % | ||||||||||
Commercial & Industrial
|
3.3 | 4.9 | % | 9.7 | 13.4 | % | ||||||||||
|
||||||||||||||||
Total Consolidated
|
$ | 11.1 | 9.8 | % | $ | 19.9 | 16.6 | % | ||||||||
|
23
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||
$ | % | $ | % | |||||||||||||
(Dollars in millions, Percentage of revenues) | ||||||||||||||||
Communications
|
$ | 2.3 | 11.6 | % | $ | 1.9 | 10.2 | % | ||||||||
Residential
|
4.8 | 18.5 | % | 6.0 | 20.7 | % | ||||||||||
Commercial & Industrial
|
7.6 | 11.2 | % | 8.0 | 11.0 | % | ||||||||||
Corporate
|
3.3 | — | 3.4 | — | ||||||||||||
|
||||||||||||||||
Total Consolidated
|
$ | 18.0 | 15.9 | % | $ | 19.3 | 16.0 | % | ||||||||
|
Three Months Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in thousands) | ||||||||
Severance compensation
|
$ | — | $ | 0.6 | ||||
Consulting and other charges
|
— | 0.1 | ||||||
|
||||||||
Total restructuring charges
|
$ | — | $ | 0.7 | ||||
|
Three Months Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in thousands) | ||||||||
Interest expense
|
$ | 0.5 | $ | 1.0 | ||||
Debt prepayment penalty and deferred cost amortization
|
0.1 | 0.1 | ||||||
|
||||||||
Total interest expense
|
0.6 | 1.1 | ||||||
Interest income
|
— | (0.1 | ) | |||||
Other income (expense)
|
— | (0.1 | ) | |||||
|
||||||||
Total interest and other expense, net
|
$ | 0.6 | $ | 0.9 | ||||
|
24
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
(Dollars in millions) | ||||||||
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 26.9 | $ | 32.9 | ||||
Accounts receivable
|
||||||||
Trade, net of allowance of $3.5 and $3.4 respectively
|
82.7 | 88.3 | ||||||
Retainage
|
17.3 | 17.1 | ||||||
Inventories
|
13.5 | 12.7 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
13.5 | 12.6 | ||||||
Prepaid expenses and other current assets
|
5.0 | 5.4 | ||||||
|
||||||||
Total current assets
|
$ | 158.9 | $ | 169.0 | ||||
|
||||||||
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current maturities of long-term debt
|
$ | 0.6 | $ | 0.8 | ||||
Accounts payable and accrued expenses
|
55.9 | 67.8 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
15.0 | 17.1 | ||||||
|
||||||||
Total current liabilities
|
$ | 71.5 | $ | 85.7 | ||||
|
||||||||
Working capital
|
$ | 87.4 | $ | 83.3 | ||||
|
25
26
27
28
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | |||||||||||||||||||||||||
Long-term debt obligations
|
$ | 0.5 | $ | — | $ | 10.0 | $ | — | $ | — | $ | — | $ | — | $ | 10.5 | ||||||||||||||||
Operating lease obligations
|
$ | 4.5 | $ | 5.3 | $ | 3.1 | $ | 1.5 | $ | 0.8 | $ | 0.2 | $ | 0.9 | $ | 16.3 | ||||||||||||||||
Capital lease obligations
|
$ | 0.2 | $ | 0.3 | $ | 0.3 | $ | — | $ | — | $ | — | $ | — | $ | 0.8 | ||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total
|
$ | 5.2 | $ | 5.6 | $ | 13.4 | $ | 1.5 | $ | 0.8 | $ | 0.2 | $ | 0.9 | $ | 27.6 | ||||||||||||||||
|
(1) |
The tabular amounts exclude the interest obligations that will be created if the debt and capital lease
obligations are outstanding for the periods presented.
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
29
ITEM 1. |
LEGAL PROCEEDINGS
|
ITEM 1A. |
RISK FACTORS
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4. |
REMOVED AND RESERVED
|
ITEM 5. |
OTHER INFORMATION
|
ITEM 6. |
EXHIBITS
|
3.1 |
Second Amended and Restated Certificate of Incorporation of Integrated Electrical
Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration
Statement on Form S-8 filed on May 12, 2006)
|
|||
|
||||
3.2 |
Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit
4.2 to the Company’s Registration Statement on Form S-8, filed on May 12, 2006)
|
|||
|
||||
10.1 |
Entry into a Material Definitive Agreement, dated as of November 30, 2010, by and among
Integrated Electrical Services, Inc. and its subsidiaries and Siemens Energy, Inc.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on December 6, 2010)
|
|||
|
||||
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Michael J. Caliel, Chief Executive Officer (1)
|
|||
|
||||
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Terry L. Freeman, Chief Financial Officer (1)
|
|||
|
||||
32.1 |
Section 1350 Certification of Michael J. Caliel, Chief Executive Officer (1)
|
|||
|
||||
32.2 |
Section 1350 Certification of Terry L. Freeman, Chief Financial Officer (1)
|
(1) |
Filed herewith.
|
30
INTEGRATED ELECTRICAL SERVICES, INC.
|
||||
Date: February 9, 2011 | By: | /s/ Terry L. Freeman | ||
Terry L. Freeman | ||||
Senior Vice President and Chief Financial Officer |
31
3.1 |
Second Amended and Restated Certificate of Incorporation of Integrated Electrical
Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration
Statement on Form S-8 filed on May 12, 2006)
|
|||
|
||||
3.2 |
Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit
4.2 to the Company’s Registration Statement on Form S-8, filed on May 12, 2006)
|
|||
|
||||
10.1 |
Entry into a Material Definitive Agreement, dated as of November 30, 2010, by and among
Integrated Electrical Services, Inc. and its subsidiaries and Siemens Energy, Inc.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on December 6, 2010)
|
|||
|
||||
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Michael J. Caliel, Chief Executive Officer (1)
|
|||
|
||||
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Terry L. Freeman, Chief Financial Officer (1)
|
|||
|
||||
32.1 |
Section 1350 Certification of Michael J. Caliel, Chief Executive Officer (1)
|
|||
|
||||
32.2 |
Section 1350 Certification of Terry L. Freeman, Chief Financial Officer (1)
|
(1) |
Filed herewith.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|---|---|---|
VANGUARD GROUP INC | 82,700,128 | 3,542,873,484 | |
Capital World Investors | 38,202,249 | 1,636,584,347 | |
PRICE T ROWE ASSOCIATES INC /MD/ | 24,776,912 | 1,061,444 | |
CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 20,774,462 | 889,977,952 | |
GEODE CAPITAL MANAGEMENT, LLC | 16,673,091 | 711,922,191 | |
Boston Partners | 13,311,627 | 570,283,482 | |
DIMENSIONAL FUND ADVISORS LP | 9,316,380 | 399,122,528 | |
Nuveen Asset Management, LLC | 9,304,053 | 399,297,494 | |
Allspring Global Investments Holdings, LLC | 8,679,671 | 371,837,090 | |
FIRST TRUST ADVISORS LP | 8,504,441 | 364,330,252 | |
FORT WASHINGTON INVESTMENT ADVISORS INC /OH/ | 5,618,241 | 240,685,445 | |
Legal & General Group Plc | 5,063,700 | 216,929,047 | |
Parametric Portfolio Associates LLC | 4,731,155 | 203,629 | |
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC | 3,664,243 | 156,976,171 | |
LSV ASSET MANAGEMENT | 3,230,200 | 138,382 | |
MILLENNIUM MANAGEMENT LLC | 2,689,843 | 115,232,874 | |
EATON VANCE MANAGEMENT | 2,538,410 | 81,128 | |
Davis Selected Advisers | 2,435,536 | 104,338,362 | |
KBC Group NV | 2,391,294 | 102,443 | |
Smead Capital Management, Inc. | 2,224,047 | 95,278,187 | |
Clark Capital Management Group, Inc. | 2,142,546 | 91,786,658 | |
HSBC HOLDINGS PLC | 1,996,534 | 85,573,454 | |
MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1,778,375 | 76,185,585 | |
ENVESTNET ASSET MANAGEMENT INC | 1,744,375 | 74,729,029 | |
ZACKS INVESTMENT MANAGEMENT | 1,737,866 | 74,450,191 | |
FMR LLC | 1,692,599 | 72,510,965 | |
TODD ASSET MANAGEMENT LLC | 1,653,481 | 70,835,126 | |
DEUTSCHE BANK AG\ | 1,608,255 | 68,897,644 | |
SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1,594,850 | 68,323,374 | |
APG Asset Management N.V. | 1,508,563 | 57,906,760 | |
Employees Retirement System of Texas | 1,433,900 | 61,428 | |
Artisan Partners Limited Partnership | 1,343,556 | 57,557,939 | |
TEACHERS RETIREMENT SYSTEM OF THE STATE OF KENTUCKY | 1,330,649 | 57,005 | |
California Public Employees Retirement System | 1,220,825 | 52,300,143 | |
BNP PARIBAS FINANCIAL MARKETS | 1,173,273 | 50,263,015 | |
PZENA INVESTMENT MANAGEMENT LLC | 1,163,906 | 49,861,733 | |
National Pension Service | 1,156,562 | 49,547,116 | |
LOS ANGELES CAPITAL MANAGEMENT LLC | 1,148,765 | 49,213,093 | |
AMUNDI | 1,120,219 | 47,037,995 | |
Rockefeller Capital Management L.P. | 1,059,641 | 45,372,135 | |
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 1,049,555 | 44,962,936 | |
AMUNDI ASSET MANAGEMENT US, INC. | 1,015,355 | 38,025 | |
SCHRODER INVESTMENT MANAGEMENT GROUP | 1,004,063 | 42,742,962 | |
Mitsubishi UFJ Asset Management Co., Ltd. | 973,541 | 41,706,496 | |
CREDIT SUISSE AG/ | 930,131 | 34,610,175 | |
VICTORY CAPITAL MANAGEMENT INC | 917,681 | 39,313,454 | |
ATWOOD & PALMER INC | 875,961 | 37,526,173 | |
JANE STREET GROUP, LLC | 830,157 | 35,563,926 | |
Balyasny Asset Management L.P. | 824,815 | 35,335,075 | |
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 824,341 | 35,314,768 | |
BNP PARIBAS ASSET MANAGEMENT Holding S.A. | 807,572 | 34,596 | |
DEPRINCE RACE & ZOLLO INC | 807,264 | 34,583,190 | |
NATIXIS ADVISORS, LLC | 800,449 | 34,291 | |
AMERICAN CENTURY COMPANIES INC | 725,561 | 31,083,060 | |
CITADEL ADVISORS LLC | 683,474 | 29,280,026 | |
NORDEA INVESTMENT MANAGEMENT AB | 666,028 | 28,286,209 | |
Zurich Insurance Group Ltd/FI | 665,032 | 28,489,971 | |
Vest Financial, LLC | 657,435 | 28,164,515 | |
Mesirow Financial Investment Management, Inc. | 626,974 | 26,859,590 | |
BESSEMER GROUP INC | 619,890 | 26,556 | |
CANADA LIFE ASSURANCE Co | 614,662 | 26,369 | |
RAYMOND JAMES & ASSOCIATES | 604,688 | 25,904,807 | |
NEW YORK STATE TEACHERS RETIREMENT SYSTEM | 593,760 | 25,437 | |
Aperio Group, LLC | 575,616 | 15,869 | |
NATIONAL BANK OF CANADA /FI/ | 482,454 | 20,668,321 | |
Mirae Asset Global Investments Co., Ltd. | 460,549 | 19,775,974 | |
Clearbridge Investments, LLC | 460,231 | 19,716,293 | |
Russell Investments Group, Ltd. | 454,522 | 19,472,079 | |
ADAGE CAPITAL PARTNERS GP, L.L.C. | 452,997 | 19,406,391 | |
WELLINGTON MANAGEMENT GROUP LLP | 451,784 | 19,354,426 | |
LPL Financial LLC | 446,094 | 19,110,685 | |
SIMPLEX TRADING, LLC | 426,900 | 18,288 | |
NEW YORK STATE COMMON RETIREMENT FUND | 423,881 | 18,159 | |
EDMOND DE ROTHSCHILD HOLDING S.A. | 420,000 | 17,992,800 | |
STATE OF WISCONSIN INVESTMENT BOARD | 413,468 | 17,712,969 | |
TRILLIUM ASSET MANAGEMENT, LLC | 400,205 | 17,144,494 | |
GUGGENHEIM CAPITAL LLC | 392,549 | 16,816,798 | |
NISA INVESTMENT ADVISORS, LLC | 371,888 | 16,069,280 | |
Chevy Chase Trust Holdings, LLC | 363,269 | 15,562,444 | |
Parallax Volatility Advisers, L.P. | 346,861 | 14,859,525 | |
LAWSON KROEKER INVESTMENT MANAGEMENT INC/NE | 343,401 | 14,711,299 | |
IMC-Chicago, LLC | 342,600 | 14,676,984 | |
PICTET ASSET MANAGEMENT LTD | 336,743 | 12,874 | |
Mariner, LLC | 334,411 | 14,326,879 | |
Zurcher Kantonalbank (Zurich Cantonalbank) | 334,379 | 14,324,796 | |
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 331,924 | 14,219,624 | |
Squarepoint Ops LLC | 331,775 | 14,213,241 | |
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 328,641 | 14,078,980 | |
ISTHMUS PARTNERS, LLC | 323,091 | 13,841,218 | |
Mitsubishi UFJ Trust & Banking Corp | 322,727 | 13,825,625 | |
AE Wealth Management LLC | 318,261 | 13,634,311 | |
CANADA PENSION PLAN INVESTMENT BOARD | 318,241 | 13,633,444 | |
Brandywine Global Investment Management, LLC | 313,012 | 13,872,692 | |
Treasurer of the State of North Carolina | 306,841 | 13,145 | |
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 301,000 | 12,894,840 | |
Pictet Asset Management Holding SA | 296,870 | 12,717,911 | |
Manning & Napier Advisors LLC | 296,384 | 12,697,090 | |
Walleye Trading LLC | 293,786 | 12,585,792 | |
Advisors Capital Management, LLC | 290,937 | 12,464 | |
TD Asset Management Inc | 290,922 | 12,492,191 |
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
For Mr. Spence: As President and Chief Executive Officer, Mr. Spence was responsible for delivering both short- and long-term financial results, which includes leading Fifth Third’s strategic planning process and executing on strategic priorities. Mr. Spence was actively engaged in investor outreach throughout the regional banking crisis. He was also responsible for customer experience accountable for a culture of strong risk management and regulatory excellence. This includes successfully navigating the dynamic environment in 2023 with peer leading deposit growth and financial results. Additionally, his focus on talent and succession led to effective and seamless leadership transitions in the fourth quarter of 2023. | |||
Thomas H. Harvey Chief Executive Officer of Energy Innovation: Policy and Technology, LLC Career Highlights: • Chief Executive Officer of Energy Innovation: Policy and Technology, LLC • Managing Partner and Principal Owner, Ajax, LLC • Former Chair of the Board of MB Financial, Inc. • Former Chief Executive Officer of ClimateWorks Foundation • Former Environmental Program Director of the William and Flora Hewlett Foundation • Former President of Energy Foundation Key Qualifications and Experience • 25 years of service in the financial services industry • Strong organizational and leadership skills and extensive investment experience derived from his executive positions with multiple foundations and organizations • Unique and diverse knowledge and experience with the emergence and growth of technology in the banking industry • Extensive knowledge and experience with renewable energy, sustainability, and climate matters Skills and Attributes: Accounting/Financial Reporting, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Strategic Planning, Sustainability | |||
Nicholas K. Akins Retired Chair, Chief Executive Officer, and President of American Electric Power Company Career Highlights: • Retired Chair, CEO, and President of American Electric Power Company • 40-year career of increasing leadership responsibility with American Electric Power Company (initially with the former Central and South West Corporation that merged with AEP in 2000), including roles as Executive Chair (2023), Chief Executive Officer (2011), President (2011), and Executive Vice President (2006) Key Qualifications and Experience • Business expertise as chief executive officer of multi-state utility • Oversight of operational, financial, and compliance-related management in heavily regulated industry • Significant experience leading corporate and employee culture initiatives • Oversight of cyber-related activities in business systems and critical infrastructure Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Executive Management, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability | |||
Mitchell S. Feiger Retired Chair and Chief Executive Officer of Fifth Third Bank (Chicago) Career Highlights: • Former Chief Executive Officer and President of MB Financial, Inc. • Former Chief Executive Officer and President of MB Financial Bank, National Association • Former Chief Executive Officer, President, and director of Coal City Corporation (merged with Avondale Financial Corp and was renamed MB Financial, Inc.) Key Qualifications and Experience • 35 years of experience in the financial services industry, including 27 years as the president or chief executive officer of a bank holding company or commercial bank; President and Chief Executive Officer of MB Financial, Inc. immediately prior to its merger with Fifth Third Bancorp • Extensive knowledge of the financial services industry and banking business and operations in Chicago region • Significant experience in leadership of public companies • Substantial bank regulatory experience Skills and Attributes: Accounting and Reporting, Compensation and Benefits, Corporate Governance, Digital Innovation and Fintech, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning | |||
Michael B. McCallister Retired Chair of the Board of Directors of Humana, Inc. Career Highlights: • Retired Chief Executive Officer and Chair of the Board of Directors of Humana, Inc. • 39 years of service with Humana, Inc., including as CEO from 2000 through 2012 and as a board member from 2000 through 2013, including as Chair from 2010 through 2013 Key Qualifications and Experience • 39 years of experience in health care sector, including expertise in operational, financial, and strategic development • Key roles in business advocacy groups, including the Business Roundtable, where he served as chair of the organization’s Health and Retirement Task Force • Substantial experience as a public-company director Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability | |||
Marsha C. Williams Retired Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. Career Highlights: • Retired Senior Vice President & Chief Financial Officer of Orbitz Worldwide, Inc. • Former Executive Vice President & Chief Financial Officer of Equity Office Properties Trust Key Qualifications and Experience • Extensive experience in financial matters, including 50 years in finance • Knowledge and expertise of the financial services industry through 15 years of service with banking organizations • Expertise from serving as a director of publicly traded companies and mutual funds, including leadership experience as a Chair and Lead Independent Director Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Digital Innovation/FinTech, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability | |||
Linda W. Clement-Holmes Retired Chief Information Officer of The Procter & Gamble Company Career Highlights: • Retired Chief Information Officer, Global Information and Decision Solutions Officer, Senior Vice President of Global Business Services, and Chief Diversity Officer of The Procter and Gamble Company Key Qualifications and Experience • 35-year career at Procter and Gamble, culminating in service as Chief Information Officer • Extensive technology, cybersecurity, and digital innovation expertise, including leadership of global Procter and Gamble technology team and responsibility for digital and IT architecture and governance, including information security • Experience in corporate strategy, including use of emerging business technologies to support speed and innovation • Knowledge of Cincinnati, Ohio regional market and leadership in inclusion and diversity efforts Skills and Attributes: Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and FinTech, Executive Management, Human Capital Management, Risk Management, Strategic Planning, Sustainability | |||
Laurent Desmangles Retired Senior Partner and Managing Director of Boston Consulting Group Career Highlights: • Retired Senior Partner and Managing Director, Boston Consulting Group • Advisor, Nyca Partners • Advisor, Demopolis Equity Partners • Former Director of Financial Institutions Practice, Oliver Wyman Key Qualifications and Experience • 30 years of experience advising large financial services organizations on corporate strategy, large scale transformation, digital and analytics innovation, and change management • Significant knowledge of the financial services industry, including retail and commercial banking, market dynamics, and operational opportunities • Expertise in FinTech sector Skills and Attributes: Corporate Governance, Digital Innovation and FinTech, Executive Management, Financial Services Industry, Strategic Planning, Sustainability | |||
Kathleen A. Rogers Retired Executive Vice President of U.S. Bank Career Highlights: • Retired Executive Vice President, Chief Financial Officer, and Chief Finance Administration Officer of U.S. Bank Key Qualifications and Experience • Business expertise from 35-year career in the financial services industry • Significant knowledge of public company financial management, including financial risk management, treasury actions, accounting policy and reporting, corporate development activities (including mergers and acquisitions), and strategic investments • Extensive experience in regulatory activities and investor relations • Substantial experience in technology in several industries, including financial services Skills and Attributes: Accounting and Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning | |||
Katherine B. Blackburn Executive Vice President of Cincinnati Bengals, Inc. Career Highlights: • Executive Vice President, Cincinnati Bengals, Inc. Key Qualifications and Experience • Extensive experience managing Cincinnati Bengals professional football franchise, including human resource management, cost and efficiency management, marketing, and business negotiations • Extensive experience with inclusion and diversity initiatives, including with the National Football League’s Diversity Committee • Knowledge and familiarity of Fifth Third Bank and the Cincinnati, Ohio regional market Skills and Attributes: Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and Fintech, Executive Management, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability | |||
Jorge L. Benitez Retired Chief Executive Officer of North America, Accenture Career Highlights: • Retired Chief Executive Officer of North America, Accenture • Former Chief Operating Officer, Accenture Products Operating Group Key Qualifications and Experience • Extensive experience developing and executing business strategies across a range of industries • Significant experience implementing large-scale systems integration services • Oversight of operating units within a large multinational publicly-traded company Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and Fintech, Executive Management, Human Capital Management, Risk Management, Strategic Planning, Sustainability | |||
Gary R. Heminger Retired Chair and Chief Executive Officer of Marathon Petroleum Corporation Career Highlights: • Retired Chair and Chief Executive Officer of Marathon Petroleum Corporation • Former Chief Executive Officer of MPLX GP LLC Key Qualifications and Experience • Over 40 years of experience with Marathon Petroleum Corporation in a variety of groups and functions • Extensive valuable business knowledge from overseeing all operations, performance, reporting, and financial metrics for Marathon’s refining, marketing, transportation, and Speedway businesses • Substantial financial experience through oversight of all financial data, working capital, and merger and acquisition activity at Marathon Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Human Capital Management, Risk Management, Strategic Planning, Sustainability | |||
The Board continues to focus on the recruitment of diverse directors who meet the experience and expertise criteria identified by the Board. Additionally, as part of its succession planning process, the Board re-nominated Ms. Williams and Mr. Brumback for election to an additional term on the Board, although each reached the retirement age set forth in our Corporate Governance Guidelines prior to the 2024 Annual Shareholders Meeting. As more fully discussed on page 19, Ms. Williams provides the Board with leadership continuity (having previously served as Board Chair and Lead Independent Director), broad knowledge of the Company and the financial services sector, public company leadership experience, a diverse perspective, and expertise in many areas relevant to the Board’s effectiveness. Mr. Brumback offers the Board substantial experience in the financial services sector, particularly within regional banking, and, in light of the challenges to the banking sector in 2024, valuable financial risk and operational management expertise. The Board’s succession planning efforts will continue in 2024. | |||
Emerson L. Brumback Retired President and Chief Operating Officer of M&T Bank Career Highlights: • Retired President and Chief Operating Officer of M&T Bank • Vice Chair of the Board of Ascendium Education Group • Former Chair, President, and Chief Executive Officer of Bank One Cincinnati Key Qualifications and Experience • 30 years of experience in the financial services industry with several banking organizations • Extensive executive experience overseeing retail banking, commercial banking, banking operations, and banking systems • Knowledge of risk management systems in complex financial organizations Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning | |||
Eileen A. Mallesch Certified Public Accountant and Retired Senior Vice President & Chief Financial Officer of Nationwide Property and Casualty Segment, Nationwide Mutual Insurance Company Career Highlights: • Certified Public Accountant • Retired Senior Vice President & Chief Financial Officer of Nationwide Property and Casualty Segment, Nationwide Mutual Insurance Company • Former Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance/Service Company Key Qualifications and Experience • More than 25 years of broad financial and strategy experience in a variety of industries, including insurance, telecommunications, consumer products, and manufacturing • Extensive financial management experience from tenure with Nationwide and Genworth • Vast knowledge of enterprise resource planning and large-scale technology integrations, strategic planning, managing acquisitions and divestitures, and risk and compliance management • Substantial experience as a public company director Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Executive Management, Financial Services Industry, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability | |||
C. Bryan Daniels Co-Founder and Principal of Prairie Capital, a Chicago-based private equity firm Career Highlights: • Co-Founder and Principal of Prairie Capital, a Chicago-based private equity firm • Former Senior Vice President of Commercial Banking at American National Bank and Trust Company Key Qualifications and Experience • Extensive and varied experiences as an executive, director, and investor in the financial services industry • Possesses a rich and multi-faceted understanding of many different industries, companies, and business practices from his role at Prairie Capital • Substantial experience in technology in several industries, including financial services Skills and Attributes: Corporate Governance, Cybersecurity, Digital Innovation and FinTech, Executive Management, Financial Services Industry, Risk Management, Strategic Planning |
2023 Summary Compensation Table | ||||||||||||||||||||||||||||||
Name & Principal
Position |
Year |
Salary ($) |
Bonus ($) |
Stock
($) |
Option
($) |
Non-Equity
($) |
All Other
($) |
Total ($) |
||||||||||||||||||||||
Timothy N. Spence, President and Chief Executive Officer, Fifth Third Bancorp |
2023 | 1,025,385 | — | 5,481,769 | 900,000 | 1,622,250 | 356,322 | 9,385,726 | ||||||||||||||||||||||
|
2022 |
|
826,923 | — | 4,621,877 | 815,610 | 1,621,220 | 253,029 | 8,138,659 | |||||||||||||||||||||
|
2021 |
|
620,915 | — | 1,275,012 | 225,000 | 1,312,500 | 139,143 | 3,572,570 | |||||||||||||||||||||
James C. Leonard, Executive Vice President and Chief Financial Officer |
2023 | 679,616 | — | 1,598,835 | 262,502 | 753,500 | 133,807 | 3,428,260 | ||||||||||||||||||||||
|
2022 |
|
638,462 | — | 1,434,393 | 253,129 | 893,750 | 129,385 | 3,349,119 | |||||||||||||||||||||
|
2021 |
|
570,577 | — | 1,019,983 | 179,999 | 862,500 | 87,982 | 2,721,041 | |||||||||||||||||||||
Robert P. Shaffer, Executive Vice President and Chief Risk Officer |
2023 | 608,462 | — | 1,004,985 | 164,997 | 610,000 | 109,994 | 2,498,438 | ||||||||||||||||||||||
|
2022 |
|
580,770 | — | 1,136,869 | 200,619 | 690,000 | 129,450 | 2,737,708 | |||||||||||||||||||||
|
2021 |
|
473,294 | — | 934,984 | 165,001 | 712,500 | 81,323 | 2,367,102 | |||||||||||||||||||||
Kevin P. Lavender, Executive Vice President and Head of Commercial Bank |
2023 | 581,347 | — | 1,004,985 | 164,997 | 582,500 | 112,013 | 2,445,842 | ||||||||||||||||||||||
|
2022 |
|
563,462 | — | 1,147,487 | 202,500 | 546,250 | 112,652 | 2,572,351 | |||||||||||||||||||||
|
2021 |
|
498,462 | — | 934,984 | 165,001 | 750,000 | 117,382 | 2,465,829 | |||||||||||||||||||||
Jude A. Schramm, Executive Vice President and Chief Information Officer |
2023 | 556,346 | — | 913,647 | 149,997 | 557,500 | 87,668 | 2,265,158 |
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Spence Timothy | Director | 361,931 | 0 |
Spence Timothy | President and CEO | 288,413 | 0 |
Leonard James C. | Director | 229,344 | 0 |
Shaffer Robert P | Director | 169,922 | 0 |
Leonard James C. | EVP & Chief Financial Officer | 158,957 | 0 |
Heminger Gary R. | Director | 127,043 | 14,786 |
Lavender Kevin P | Director | 125,087 | 0 |
Schramm Jude | Director | 114,422 | 0 |
HARVEY THOMAS H | Director | 109,429 | 22,266 |
Zaunbrecher Susan B | Director | 96,412 | 0 |
Shaffer Robert P | EVP | 93,215 | 0 |
Hazel Mark D | Director | 91,025 | 0 |
Bayh Evan | Director | 73,700 | 0 |
MCCALLISTER MICHAEL B | Director | 64,070 | 16,143 |
Lavender Kevin P | EVP | 57,136 | 0 |
Stevens Melissa S. | Director | 56,950 | 0 |
Gibson Kala | EVP | 56,769 | 0 |
Garrett Kristine R. | Director | 55,913 | 0 |
Hammond Howard | EVP | 49,202 | 0 |
Gibson Kala | Director | 48,243 | 0 |
MALLESCH EILEEN A | Director | 38,596 | 0 |
Garrett Kristine R. | EVP | 30,638 | 0 |
Pinckney Nancy C. | EVP | 29,212 | 0 |
Feiger Mitchell Stuart | Director | 21,613 | 21,689 |
FEIGER MITCHELL | Director | 19,005 | 40,915 |
Rogers Kathleen A | Director | 4,428 | 0 |