|
x
|
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
|
|
73-1352174
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
|
¨
|
Accelerated filer
|
|
ý
|
|
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|
|
||
Non-accelerated filer
|
|
o
|
Smaller reporting company
|
|
¨
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|
PAGE
|
FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
|
|
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|
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||
|
|
|
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||
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||
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||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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|
OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
Revenues
|
$
|
312,655
|
|
|
$
|
323,529
|
|
|
$
|
654,436
|
|
|
$
|
642,860
|
|
Cost of revenues
|
284,443
|
|
|
293,524
|
|
|
593,946
|
|
|
578,271
|
|
||||
Gross profit
|
28,212
|
|
|
30,005
|
|
|
60,490
|
|
|
64,589
|
|
||||
Selling, general and administrative expenses
|
19,975
|
|
|
25,070
|
|
|
37,952
|
|
|
44,553
|
|
||||
Operating income
|
8,237
|
|
|
4,935
|
|
|
22,538
|
|
|
20,036
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(497
|
)
|
|
(252
|
)
|
|
(740
|
)
|
|
(515
|
)
|
||||
Interest income
|
26
|
|
|
60
|
|
|
38
|
|
|
91
|
|
||||
Other
|
47
|
|
|
(148
|
)
|
|
54
|
|
|
(202
|
)
|
||||
Income before income tax expense
|
7,813
|
|
|
4,595
|
|
|
21,890
|
|
|
19,410
|
|
||||
Provision for federal, state and foreign income taxes
|
2,563
|
|
|
1,477
|
|
|
7,298
|
|
|
6,553
|
|
||||
Net income
|
5,250
|
|
|
3,118
|
|
|
14,592
|
|
|
12,857
|
|
||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
(2,313
|
)
|
|
—
|
|
|
(2,515
|
)
|
||||
Net income attributable to Matrix Service Company
|
$
|
5,250
|
|
|
$
|
5,431
|
|
|
$
|
14,592
|
|
|
$
|
15,372
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.55
|
|
|
$
|
0.58
|
|
Diluted earnings per common share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.54
|
|
|
$
|
0.56
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
26,553
|
|
|
26,721
|
|
|
26,470
|
|
|
26,598
|
|
||||
Diluted
|
26,832
|
|
|
27,248
|
|
|
26,842
|
|
|
27,229
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
Net income
|
$
|
5,250
|
|
|
$
|
3,118
|
|
|
$
|
14,592
|
|
|
$
|
12,857
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation loss (net of tax of $69 and $106 for the three and six months ended December 31, 2016, respectively, and $204 and $384 for the three and six months ended December 31, 2015, respectively)
|
(1,718
|
)
|
|
(1,366
|
)
|
|
(1,997
|
)
|
|
(3,815
|
)
|
||||
Comprehensive income
|
3,532
|
|
|
1,752
|
|
|
12,595
|
|
|
9,042
|
|
||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
(2,313
|
)
|
|
—
|
|
|
(2,515
|
)
|
||||
Comprehensive income attributable to Matrix Service Company
|
$
|
3,532
|
|
|
$
|
4,065
|
|
|
$
|
12,595
|
|
|
$
|
11,557
|
|
|
|||||||
|
December 31,
2016 |
|
June 30,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
66,230
|
|
|
$
|
71,656
|
|
Accounts receivable, less allowances (December 31, 2016— $8,313 and June 30, 2016—$8,403)
|
248,712
|
|
|
190,434
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
80,296
|
|
|
104,001
|
|
||
Inventories
|
4,194
|
|
|
3,935
|
|
||
Income taxes receivable
|
486
|
|
|
9
|
|
||
Other current assets
|
8,318
|
|
|
5,411
|
|
||
Total current assets
|
408,236
|
|
|
375,446
|
|
||
Property, plant and equipment at cost:
|
|
|
|
||||
Land and buildings
|
39,348
|
|
|
39,224
|
|
||
Construction equipment
|
91,587
|
|
|
90,386
|
|
||
Transportation equipment
|
48,254
|
|
|
49,046
|
|
||
Office equipment and software
|
34,946
|
|
|
29,577
|
|
||
Construction in progress
|
4,563
|
|
|
7,475
|
|
||
Total property, plant and equipment - at cost
|
218,698
|
|
|
215,708
|
|
||
Accumulated depreciation
|
(137,414
|
)
|
|
(130,977
|
)
|
||
Property, plant and equipment - net
|
81,284
|
|
|
84,731
|
|
||
Goodwill
|
113,019
|
|
|
78,293
|
|
||
Other intangible assets
|
29,351
|
|
|
20,999
|
|
||
Deferred income taxes
|
2,512
|
|
|
3,719
|
|
||
Other assets
|
1,388
|
|
|
1,779
|
|
||
Total assets
|
$
|
635,790
|
|
|
$
|
564,967
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
108,260
|
|
|
$
|
141,445
|
|
Billings on uncompleted contracts in excess of costs and estimated earnings
|
74,858
|
|
|
58,327
|
|
||
Accrued wages and benefits
|
21,162
|
|
|
27,716
|
|
||
Accrued insurance
|
9,171
|
|
|
9,246
|
|
||
Income taxes payable
|
1,293
|
|
|
2,675
|
|
||
Other accrued expenses
|
15,539
|
|
|
6,621
|
|
||
Total current liabilities
|
230,283
|
|
|
246,030
|
|
||
Deferred income taxes
|
2,855
|
|
|
3,198
|
|
||
Borrowings under senior revolving credit facility
|
72,412
|
|
|
—
|
|
||
Other liabilities
|
411
|
|
|
173
|
|
||
Total liabilities
|
305,961
|
|
|
249,401
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Matrix Service Company stockholders' equity:
|
|
|
|
||||
Common stock—$.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued as of December 31, 2016, and June 30, 2016; 26,588,643 and 26,297,145 shares outstanding as of December 31, 2016 and June 30, 2016
|
279
|
|
|
279
|
|
||
Additional paid-in capital
|
124,659
|
|
|
127,058
|
|
||
Retained earnings
|
237,749
|
|
|
223,157
|
|
||
Accumulated other comprehensive loss
|
(8,842
|
)
|
|
(6,845
|
)
|
||
|
353,845
|
|
|
343,649
|
|
||
Less: Treasury stock, at cost — 1,299,574 shares as of December 31, 2016, and 1,591,072 shares as of June 30, 2016
|
(22,840
|
)
|
|
(26,907
|
)
|
||
Total Matrix Service Company stockholders’ equity
|
331,005
|
|
|
316,742
|
|
||
Noncontrolling interest
|
(1,176
|
)
|
|
(1,176
|
)
|
||
Total stockholders' equity
|
329,829
|
|
|
315,566
|
|
||
Total liabilities and stockholders’ equity
|
$
|
635,790
|
|
|
$
|
564,967
|
|
|
Six Months Ended
|
||||||
|
December 31,
2016 |
|
December 31,
2015 |
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
14,592
|
|
|
$
|
12,857
|
|
Adjustments to reconcile net income to net cash used by operating activities, net of effects from acquisitions:
|
|
|
|
||||
Depreciation and amortization
|
9,988
|
|
|
10,720
|
|
||
Deferred income tax
|
970
|
|
|
1,390
|
|
||
Gain on sale of property, plant and equipment
|
(131
|
)
|
|
(37
|
)
|
||
Provision for uncollectible accounts
|
(34
|
)
|
|
5,544
|
|
||
Stock-based compensation expense
|
3,547
|
|
|
3,509
|
|
||
Other
|
133
|
|
|
119
|
|
||
Changes in operating assets and liabilities increasing (decreasing) cash, net of effects from acquisitions:
|
|
|
|
||||
Accounts receivable
|
(48,972
|
)
|
|
(13,820
|
)
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
24,451
|
|
|
4,328
|
|
||
Inventories
|
(259
|
)
|
|
85
|
|
||
Other assets and liabilities
|
(3,974
|
)
|
|
(8,861
|
)
|
||
Accounts payable
|
(34,276
|
)
|
|
(16,743
|
)
|
||
Billings on uncompleted contracts in excess of costs and estimated earnings
|
4,883
|
|
|
17,436
|
|
||
Accrued expenses
|
(1,826
|
)
|
|
(6,840
|
)
|
||
Net cash provided (used) by operating activities
|
(30,908
|
)
|
|
9,687
|
|
||
Investing activities:
|
|
|
|
||||
Acquisitions (Note 2)
|
(39,798
|
)
|
|
—
|
|
||
Acquisition of property, plant and equipment
|
(4,208
|
)
|
|
(7,516
|
)
|
||
Proceeds from asset sales
|
196
|
|
|
145
|
|
||
Net cash used by investing activities
|
$
|
(43,810
|
)
|
|
$
|
(7,371
|
)
|
|
Six Months Ended
|
||||||
|
December 31,
2016 |
|
December 31,
2015 |
||||
Financing activities:
|
|
|
|
||||
Advances under senior revolving credit facility
|
$
|
102,084
|
|
|
$
|
2,753
|
|
Repayments of advances under senior revolving credit facility
|
(29,672
|
)
|
|
(4,331
|
)
|
||
Payment of debt amendment fees
|
(168
|
)
|
|
—
|
|
||
Issuances of common stock
|
222
|
|
|
457
|
|
||
Proceeds from issuance of common stock under employee stock purchase plan
|
169
|
|
|
166
|
|
||
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
|
(2,270
|
)
|
|
(4,488
|
)
|
||
Capital contributions from noncontrolling interest
|
—
|
|
|
8,433
|
|
||
Net cash provided by financing activities
|
70,365
|
|
|
2,990
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,073
|
)
|
|
(2,114
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(5,426
|
)
|
|
3,192
|
|
||
Cash and cash equivalents, beginning of period
|
71,656
|
|
|
79,239
|
|
||
Cash and cash equivalents, end of period
|
$
|
66,230
|
|
|
$
|
82,431
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes
|
$
|
8,361
|
|
|
$
|
9,112
|
|
Interest
|
$
|
399
|
|
|
$
|
521
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Purchases of property, plant and equipment on account
|
$
|
421
|
|
|
$
|
726
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income(Loss)
|
|
Non-Controlling Interest
|
|
Total
|
||||||||||||||
Balances, July 1, 2016
|
$
|
279
|
|
|
$
|
126,958
|
|
|
$
|
223,257
|
|
|
$
|
(26,907
|
)
|
|
$
|
(6,845
|
)
|
|
$
|
(1,176
|
)
|
|
$
|
315,566
|
|
Retrospective adjustment upon adoption of ASU 2016-09 (see Note 1)
|
—
|
|
|
100
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balances, July 1, 2016, as adjusted
|
279
|
|
|
127,058
|
|
|
223,157
|
|
|
(26,907
|
)
|
|
(6,845
|
)
|
|
(1,176
|
)
|
|
315,566
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
14,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,592
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,997
|
)
|
|
—
|
|
|
(1,997
|
)
|
|||||||
Treasury shares sold to Employee Stock Purchase Plan (9,577 shares)
|
—
|
|
|
12
|
|
|
—
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|||||||
Exercise of stock options (21,713 shares)
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
495
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|||||||
Issuance of deferred shares (393,530 shares)
|
—
|
|
|
(5,685
|
)
|
|
—
|
|
|
5,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury shares purchased to satisfy tax withholding obligations (133,322 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,270
|
)
|
|
—
|
|
|
—
|
|
|
(2,270
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
3,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,547
|
|
|||||||
Balances, December 31, 2016
|
$
|
279
|
|
|
$
|
124,659
|
|
|
$
|
237,749
|
|
|
$
|
(22,840
|
)
|
|
$
|
(8,842
|
)
|
|
$
|
(1,176
|
)
|
|
$
|
329,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances, July 1, 2015
|
$
|
279
|
|
|
$
|
123,038
|
|
|
$
|
194,394
|
|
|
$
|
(18,489
|
)
|
|
$
|
(5,926
|
)
|
|
$
|
(8,742
|
)
|
|
$
|
284,554
|
|
Capital contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,433
|
|
|
8,433
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
15,372
|
|
|
—
|
|
|
—
|
|
|
(2,515
|
)
|
|
12,857
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,815
|
)
|
|
—
|
|
|
(3,815
|
)
|
|||||||
Treasury shares sold to Employee Stock Purchase Plan (8,382 shares)
|
—
|
|
|
89
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|||||||
Exercise of stock options (50,337 shares)
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|||||||
Issuance of deferred shares (615,395 shares)
|
—
|
|
|
(5,706
|
)
|
|
—
|
|
|
5,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury shares purchased to satisfy tax withholding obligations (200,019 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,488
|
)
|
|
—
|
|
|
—
|
|
|
(4,488
|
)
|
|||||||
Tax effect of exercised stock options and vesting of deferred shares
|
—
|
|
|
3,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,245
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
3,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,509
|
|
|||||||
Balances, December 31, 2015
|
$
|
279
|
|
|
$
|
124,168
|
|
|
$
|
209,766
|
|
|
$
|
(16,730
|
)
|
|
$
|
(9,741
|
)
|
|
$
|
(2,824
|
)
|
|
$
|
304,918
|
|
Cash paid for equity interest
|
$
|
46,000
|
|
Cash paid for working capital
|
4,129
|
|
|
Less: cash acquired
|
(10,331
|
)
|
|
Net purchase price
|
$
|
39,798
|
|
Current assets
|
$
|
20,803
|
|
Property, plant and equipment
|
942
|
|
|
Goodwill
|
35,028
|
|
|
Other intangible assets
|
10,220
|
|
|
Total assets acquired
|
66,993
|
|
|
Current liabilities
|
16,674
|
|
|
Other liabilities
|
190
|
|
|
Net assets acquired
|
50,129
|
|
|
Cash
|
10,331
|
|
|
Net purchase price
|
$
|
39,798
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
December 31, 2016
|
December 31, 2015
|
December 31, 2016
|
December 31, 2015
|
||||||||
|
(In thousands, except per share data)
|
|||||||||||
Revenues
|
$
|
329,523
|
|
$
|
357,975
|
|
$
|
690,485
|
|
$
|
712,158
|
|
Net income attributable to Matrix Service Company
|
$
|
7,884
|
|
$
|
9,445
|
|
$
|
18,763
|
|
$
|
17,928
|
|
Basic earnings per common share
|
$
|
0.30
|
|
$
|
0.35
|
|
$
|
0.71
|
|
$
|
0.68
|
|
Diluted earnings per common share
|
$
|
0.29
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.67
|
|
•
|
The combined entities recorded approximately
$3.0 million
of acquisition and integration expenses during the three and six months ended December 31, 2016, which were transferred in the pro forma earnings to the six months ended December 31, 2015 in order to report them as if they were incurred on July 1, 2015. Pro forma earnings were adjusted to include integration expenses that would have been recognized had the acquisition occurred on July 1, 2015 of
$0.4 million
and
$0.8 million
during the three and six months ended December 31, 2016, respectively, and
$0.3 million
and
$0.5 million
during the three and six months ended December 31, 2015, respectively.
|
•
|
Interest expense for the combined entities was increased by
$0.3 million
and
$0.7 million
during each of the three and six months ended December 31, 2016 and 2015, respectively. The increase was attributable to the assumption that the Company's borrowings of $46.0 million used to fund a portion of the net purchase price had been outstanding as of July 1, 2015. This increase was partially offset by the assumption that Houston Interests' former debt was extinguished as of July 1, 2015.
|
•
|
Depreciation and intangible asset amortization expense for the combined entities was reduced by
$0.2 million
and
$0.3 million
during the three and six months ended December 31, 2016, respectively, and was increased by
$0.5 million
and
$0.9 million
during the three and six months ended December 31, 2015, respectively. These adjustments are primarily due to the recognition of amortizable intangible assets as part of the acquisition and the effect of fair value adjustments to acquired property, plant and equipment.
|
•
|
Pro forma earnings were adjusted to include additional income tax expense of
$1.9 million
and
$3.3 million
during the three and six months ended December 31, 2016, respectively, and
$2.5 million
and
$2.1 million
during the three and six months ended December 31, 2015, respectively. Houston Interests was previously an exempt entity and income taxes were not assessed in its historical financial information.
|
Current assets
|
$
|
5,574
|
|
Property, plant and equipment
|
4,347
|
|
|
Goodwill
|
7,030
|
|
|
Other intangible assets
|
720
|
|
|
Other assets
|
233
|
|
|
Total assets acquired
|
17,904
|
|
|
Current liabilities
|
1,669
|
|
|
Deferred income taxes
|
329
|
|
|
Long-term debt
|
1,858
|
|
|
Other liabilities
|
407
|
|
|
Net assets acquired
|
13,641
|
|
|
Cash acquired
|
592
|
|
|
Net purchase price
|
$
|
13,049
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(in thousands)
|
||||||
Costs incurred and estimated earnings recognized on uncompleted contracts
|
$
|
1,983,345
|
|
|
$
|
1,875,014
|
|
Billings on uncompleted contracts
|
1,977,907
|
|
|
1,829,340
|
|
||
|
$
|
5,438
|
|
|
$
|
45,674
|
|
Shown in balance sheet as:
|
|
|
|
||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
80,296
|
|
|
$
|
104,001
|
|
Billings on uncompleted contracts in excess of costs and estimated earnings
|
74,858
|
|
|
58,327
|
|
||
|
$
|
5,438
|
|
|
$
|
45,674
|
|
|
Electrical
Infrastructure
|
|
Oil Gas &
Chemical
|
|
Storage
Solutions
|
|
Industrial
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net balance at June 30, 2016
|
$
|
42,170
|
|
|
$
|
14,008
|
|
|
$
|
16,681
|
|
|
$
|
5,434
|
|
|
$
|
78,293
|
|
Purchase of Houston Interests (Note 2)
|
—
|
|
|
28,723
|
|
|
—
|
|
|
6,305
|
|
|
35,028
|
|
|||||
Purchase price adjustment for BTE (Note 2)
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
|||||
Translation adjustment (1)
|
(227
|
)
|
|
—
|
|
|
(121
|
)
|
|
(42
|
)
|
|
(390
|
)
|
|||||
Net balance at December 31, 2016
|
$
|
41,943
|
|
|
$
|
42,731
|
|
|
$
|
16,648
|
|
|
$
|
11,697
|
|
|
$
|
113,019
|
|
(1)
|
The translation adjustments relate to the periodic translation of Canadian Dollar and South Korean Won denominated goodwill recorded as a part of prior acquisitions in Canada and South Korea, in which the local currency was determined to be the functional currency.
|
|
|
|
At December 31, 2016
|
||||||||||
|
Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
(Years)
|
|
(In thousands)
|
||||||||||
Intellectual property
|
9 to 15
|
|
$
|
2,579
|
|
|
$
|
(1,336
|
)
|
|
$
|
1,243
|
|
Customer-based
|
1 to 15
|
|
38,057
|
|
|
(10,914
|
)
|
|
27,143
|
|
|||
Non-compete agreements
|
4 to 5
|
|
1,453
|
|
|
(1,192
|
)
|
|
261
|
|
|||
Trade names
|
1 to 5
|
|
1,795
|
|
|
(1,091
|
)
|
|
704
|
|
|||
Total amortizing intangible assets
|
|
|
$
|
43,884
|
|
|
$
|
(14,533
|
)
|
|
$
|
29,351
|
|
|
|
|
At June 30, 2016
|
||||||||||
|
Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
(Years)
|
|
(In thousands)
|
||||||||||
Intellectual property
|
9 to 15
|
|
$
|
2,579
|
|
|
$
|
(1,246
|
)
|
|
$
|
1,333
|
|
Customer-based
|
1.5 to 15
|
|
28,179
|
|
|
(9,655
|
)
|
|
18,524
|
|
|||
Non-compete agreements
|
4 to 5
|
|
1,453
|
|
|
(1,102
|
)
|
|
351
|
|
|||
Trade names
|
3 to 5
|
|
1,615
|
|
|
(824
|
)
|
|
791
|
|
|||
Total amortizing intangible assets
|
|
|
$
|
33,826
|
|
|
$
|
(12,827
|
)
|
|
$
|
20,999
|
|
•
|
customer-based intangibles with a fair value of
$10.0 million
and useful life of between
1
and
9
years; and
|
•
|
trade name with a fair value of
$0.2 million
and useful life of
1
year.
|
Period ending:
|
|
||
Remainder of Fiscal 2017
|
$
|
3,100
|
|
Fiscal 2018
|
4,757
|
|
|
Fiscal 2019
|
3,482
|
|
|
Fiscal 2020
|
3,472
|
|
|
Fiscal 2021
|
3,454
|
|
|
Fiscal 2022
|
2,615
|
|
|
Thereafter
|
8,471
|
|
|
Total estimated remaining amortization expense at December 31, 2016
|
$
|
29,351
|
|
•
|
The aggregate revolving loan capacity increased from
$200.0 million
to
$250.0 million
.
|
•
|
The maximum aggregate amount, or sublimit, for Canadian Dollar loans was increased from U.S.
$40.0 million
to U.S.
$50.0 million
.
|
•
|
During any "Acquisition Adjustment Period", as defined in the amended credit agreement, the Company's Senior Leverage Ratio, as defined in the amended credit agreement, may not exceed
3.00
to
1.00
. At all other times, the Senior Leverage Ratio may not exceed
2.50
to
1.00
.
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(In thousands)
|
||||||
Senior revolving credit facility
|
$
|
250,000
|
|
|
$
|
200,000
|
|
Capacity constraint due to the Senior Leverage Ratio
|
—
|
|
|
20,138
|
|
||
Capacity under the credit facility
|
250,000
|
|
|
179,862
|
|
||
Borrowings outstanding
|
72,412
|
|
|
—
|
|
||
Letters of credit
|
15,378
|
|
|
20,755
|
|
||
Availability under the senior revolving credit facility
|
$
|
162,210
|
|
|
$
|
159,107
|
|
•
|
Our Leverage Ratio, determined as of the end of each fiscal quarter, may not exceed 3.00 to 1.00.
|
•
|
As with the Prior Credit Agreement, we are required to maintain a Fixed Charge Coverage Ratio, determined as of the end of each fiscal quarter, greater than or equal to 1.25 to 1.00.
|
•
|
Asset dispositions (other than dispositions in which 100% of the net cash proceeds therefrom are reinvested into the Company and dispositions of inventory and obsolete or unneeded equipment in the ordinary course of business) are limited to $20.0 million per 12-month period.
|
•
|
The ABR or the Adjusted LIBO Rate, in the case of revolving loans denominated in U.S. Dollars;
|
•
|
The Canadian Prime Rate or the CDOR rate, in the case of revolving loans denominated in Canadian Dollars;
|
•
|
The Adjusted LIBO Rate, in the case of revolving loans denominated in Pounds Sterling or Australian Dollars;
|
•
|
The EURIBO Rate, in the case of revolving loans denominated in Euros,
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Matrix Service Company
|
$
|
5,250
|
|
|
$
|
5,431
|
|
|
$
|
14,592
|
|
|
$
|
15,372
|
|
Weighted average shares outstanding
|
26,553
|
|
|
26,721
|
|
|
26,470
|
|
|
26,598
|
|
||||
Basic earnings per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.55
|
|
|
$
|
0.58
|
|
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
26,553
|
|
|
26,721
|
|
|
26,470
|
|
|
26,598
|
|
||||
Dilutive stock options
|
55
|
|
|
76
|
|
|
53
|
|
|
81
|
|
||||
Dilutive nonvested deferred shares
|
224
|
|
|
451
|
|
|
319
|
|
|
550
|
|
||||
Diluted weighted average shares
|
26,832
|
|
|
27,248
|
|
|
26,842
|
|
|
27,229
|
|
||||
Diluted earnings per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.54
|
|
|
$
|
0.56
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||||||
Nonvested deferred shares
|
64
|
|
|
86
|
|
|
137
|
|
|
105
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
Gross revenues
|
|
|
|
|
|
|
|
||||||||
Electrical Infrastructure
|
$
|
103,158
|
|
|
$
|
91,398
|
|
|
$
|
191,183
|
|
|
$
|
157,023
|
|
Oil Gas & Chemical
|
56,913
|
|
|
63,472
|
|
|
94,741
|
|
|
132,431
|
|
||||
Storage Solutions
|
128,927
|
|
|
122,647
|
|
|
328,577
|
|
|
267,217
|
|
||||
Industrial
|
25,026
|
|
|
48,390
|
|
|
47,753
|
|
|
89,725
|
|
||||
Total gross revenues
|
$
|
314,024
|
|
|
$
|
325,907
|
|
|
$
|
662,254
|
|
|
$
|
646,396
|
|
Less: Inter-segment revenues
|
|
|
|
|
|
|
|
||||||||
Oil Gas & Chemical
|
1,199
|
|
|
1,932
|
|
|
$
|
6,485
|
|
|
$
|
2,580
|
|
||
Storage Solutions
|
170
|
|
|
478
|
|
|
298
|
|
|
812
|
|
||||
Industrial
|
—
|
|
|
(32
|
)
|
|
1,035
|
|
|
144
|
|
||||
Total inter-segment revenues
|
$
|
1,369
|
|
|
$
|
2,378
|
|
|
$
|
7,818
|
|
|
$
|
3,536
|
|
Consolidated revenues
|
|
|
|
|
|
|
|
||||||||
Electrical Infrastructure
|
$
|
103,158
|
|
|
$
|
91,398
|
|
|
$
|
191,183
|
|
|
$
|
157,023
|
|
Oil Gas & Chemical
|
55,714
|
|
|
61,540
|
|
|
88,256
|
|
|
129,851
|
|
||||
Storage Solutions
|
128,757
|
|
|
122,169
|
|
|
328,279
|
|
|
266,405
|
|
||||
Industrial
|
25,026
|
|
|
48,422
|
|
|
46,718
|
|
|
89,581
|
|
||||
Total consolidated revenues
|
$
|
312,655
|
|
|
$
|
323,529
|
|
|
$
|
654,436
|
|
|
$
|
642,860
|
|
Gross profit
|
|
|
|
|
|
|
|
||||||||
Electrical Infrastructure
|
$
|
7,225
|
|
|
$
|
4,021
|
|
|
$
|
12,475
|
|
|
$
|
8,729
|
|
Oil Gas & Chemical
|
2,431
|
|
|
5,971
|
|
|
2,432
|
|
|
11,654
|
|
||||
Storage Solutions
|
17,071
|
|
|
14,426
|
|
|
43,524
|
|
|
34,658
|
|
||||
Industrial
|
1,485
|
|
|
5,587
|
|
|
2,059
|
|
|
9,548
|
|
||||
Total gross profit
|
$
|
28,212
|
|
|
$
|
30,005
|
|
|
$
|
60,490
|
|
|
$
|
64,589
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Electrical Infrastructure
|
$
|
2,164
|
|
|
$
|
(723
|
)
|
|
$
|
3,221
|
|
|
$
|
477
|
|
Oil Gas & Chemical
|
(1,950
|
)
|
|
(3,029
|
)
|
|
(4,855
|
)
|
|
(1,613
|
)
|
||||
Storage Solutions
|
8,242
|
|
|
6,374
|
|
|
25,015
|
|
|
17,923
|
|
||||
Industrial
|
(219
|
)
|
|
2,313
|
|
|
(843
|
)
|
|
3,249
|
|
||||
Total operating income
|
$
|
8,237
|
|
|
$
|
4,935
|
|
|
$
|
22,538
|
|
|
$
|
20,036
|
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
Electrical Infrastructure
|
|
$
|
159,388
|
|
|
$
|
135,298
|
|
Oil Gas & Chemical
|
|
148,095
|
|
|
91,350
|
|
||
Storage Solutions
|
|
194,397
|
|
|
201,875
|
|
||
Industrial
|
|
78,348
|
|
|
67,569
|
|
||
Unallocated assets
|
|
55,562
|
|
|
68,875
|
|
||
Total segment assets
|
|
$
|
635,790
|
|
|
$
|
564,967
|
|
•
|
fixed-price awards;
|
•
|
minimum customer commitments on cost plus arrangements; and
|
•
|
certain time and material arrangements in which the estimated value is firm or can be estimated with a reasonable amount of certainty in both timing and amounts.
|
|
Electrical
Infrastructure
|
|
Oil Gas &
Chemical
|
|
Storage
Solutions
|
|
Industrial
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Backlog as of September 30, 2016
|
$
|
354,286
|
|
|
$
|
179,274
|
|
|
$
|
198,141
|
|
|
$
|
54,911
|
|
|
$
|
786,612
|
|
Project awards
|
87,285
|
|
|
59,443
|
|
|
116,107
|
|
|
47,501
|
|
|
310,336
|
|
|||||
Acquired backlog from Houston Interests
|
—
|
|
|
26,502
|
|
|
—
|
|
|
3,195
|
|
|
29,697
|
|
|||||
Revenue recognized
|
(103,158
|
)
|
|
(55,714
|
)
|
|
(128,757
|
)
|
|
(25,026
|
)
|
|
(312,655
|
)
|
|||||
Backlog as of December 31, 2016
|
$
|
338,413
|
|
|
$
|
209,505
|
|
|
$
|
185,491
|
|
|
$
|
80,581
|
|
|
$
|
813,990
|
|
|
Electrical
Infrastructure
|
|
Oil Gas &
Chemical
|
|
Storage
Solutions
|
|
Industrial
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Backlog as of June 30, 2016
|
$
|
369,791
|
|
|
$
|
91,478
|
|
|
$
|
359,013
|
|
|
$
|
48,390
|
|
|
$
|
868,672
|
|
Project awards
|
159,805
|
|
|
179,781
|
|
|
154,757
|
|
|
75,714
|
|
|
570,057
|
|
|||||
Acquired backlog from Houston Interests
|
—
|
|
|
26,502
|
|
|
—
|
|
|
3,195
|
|
|
29,697
|
|
|||||
Revenue recognized
|
(191,183
|
)
|
|
(88,256
|
)
|
|
(328,279
|
)
|
|
(46,718
|
)
|
|
(654,436
|
)
|
|||||
Backlog as of December 31, 2016
|
$
|
338,413
|
|
|
$
|
209,505
|
|
|
$
|
185,491
|
|
|
$
|
80,581
|
|
|
$
|
813,990
|
|
•
|
It does not include interest expense. Because we have borrowed money to finance our operations, pay commitment fees to maintain our credit facility, and incur fees to issue letters of credit under the credit facility, interest expense is a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore, any measure that excludes interest expense has material limitations.
|
•
|
It does not include income taxes. Because the payment of income taxes is a necessary and ongoing part of our operations, any measure that excludes income taxes has material limitations.
|
•
|
It does not include depreciation or amortization expense. Because we use capital and intangible assets to generate revenue, depreciation and amortization expense is a necessary element of our cost structure. Therefore, any measure that excludes depreciation or amortization expense has material limitations.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(In thousands)
|
||||||||||||||
Net income attributable to Matrix Service Company
|
$
|
5,250
|
|
|
$
|
5,431
|
|
|
$
|
14,592
|
|
|
$
|
15,372
|
|
Interest expense
|
497
|
|
|
252
|
|
|
740
|
|
|
515
|
|
||||
Provision for income taxes
|
2,563
|
|
|
1,477
|
|
|
7,298
|
|
|
6,553
|
|
||||
Depreciation and amortization
|
5,084
|
|
|
5,291
|
|
|
9,988
|
|
|
10,720
|
|
||||
EBITDA
|
$
|
13,394
|
|
|
$
|
12,451
|
|
|
$
|
32,618
|
|
|
$
|
33,160
|
|
•
|
Changes in costs and estimated earnings in excess of billings on uncompleted contracts and billings on uncompleted contracts in excess of costs due to contract terms that determine the timing of billings to customers and the collection of those billings
|
•
|
Some cost plus and fixed price customer contracts are billed based on milestones which may require us to incur significant expenditures prior to collections from our customers.
|
•
|
Time and material contracts are normally billed in arrears. Therefore, we are routinely required to carry these costs until they can be billed and collected.
|
•
|
Some of our large construction projects may require significant retentions or security in the form of letters of credit.
|
•
|
Other changes in working capital
|
•
|
Capital expenditures
|
•
|
Acquisitions of new businesses
|
•
|
Strategic investments in new operations
|
•
|
Purchases of shares under our stock buyback program
|
•
|
Contract disputes which can be significant
|
•
|
Collection issues, including those caused by weak commodity prices or other factors which can lead to credit deterioration of our customers
|
•
|
Capacity constraints under our credit facility and remaining in compliance with all covenants contained in the credit agreement
|
•
|
A default by one of the major financial institutions for which our deposits exceed insured deposit limits
|
•
|
Cash on hand outside of the United States that cannot be repatriated without incremental taxation.
|
Net income
|
$
|
14,592
|
|
Non-cash expenses
|
13,370
|
|
|
Deferred income tax
|
970
|
|
|
Cash effect of changes in working capital
|
(59,973
|
)
|
|
Other
|
133
|
|
|
Net cash used by operating activities
|
$
|
(30,908
|
)
|
•
|
Accounts receivable, net of bad debt expense recognized during the period, increased by
$49.0 million
during the
six months ended
December 31, 2016
. The variance is primarily attributable to the timing of billing and collections on our previously announced projects for the construction of terminals supporting the Dakota Access Pipeline and the Napanee Power Generating Station.
|
•
|
Accounts payable decreased by
$34.3 million
during the
six months ended
December 31, 2016
. The variance is primarily attributable to the timing of vendor payments. Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") decreased $24.4 million while billings on uncompleted contracts in excess of costs and estimated earnings ("BIE") increased $4.9 million. The net change in CIE and BIE increased cash
$29.3 million
for the six months ended December 31, 2016. CIE and BIE balances can experience significant fluctuations based on the timing of when job costs are incurred, the invoicing of those job costs to the customer, and other working capital management factors.
|
•
|
The aggregate revolving loan capacity increased from $200.0 million to $250.0 million.
|
•
|
The maximum aggregate amount, or sublimit, for Canadian Dollar loans was increased from U.S. $40.0 million to U.S. $50.0 million.
|
•
|
During any Acquisition Adjustment Period, as defined in the amended credit agreement, the Company's Senior Leverage Ratio, as defined in the amended credit agreement, may not exceed 3.00 to 1.00. At all other times, the Senior Leverage Ratio may not exceed 2.50 to 1.00.
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
|
(In thousands)
|
||||||
Senior revolving credit facility
|
$
|
250,000
|
|
|
$
|
200,000
|
|
Capacity constraint due to the Senior Leverage Ratio
|
—
|
|
|
20,138
|
|
||
Capacity under the credit facility
|
250,000
|
|
|
179,862
|
|
||
Borrowings outstanding
|
72,412
|
|
|
—
|
|
||
Letters of credit
|
15,378
|
|
|
20,755
|
|
||
Availability under the senior revolving credit facility
|
$
|
162,210
|
|
|
$
|
159,107
|
|
•
|
Our Leverage Ratio, determined as of the end of each fiscal quarter, may not exceed 3.00 to 1.00.
|
•
|
As with the Prior Credit Agreement, we are required to maintain a Fixed Charge Coverage Ratio, determined as of the end of each fiscal quarter, greater than or equal to 1.25 to 1.00.
|
•
|
Asset dispositions (other than dispositions in which 100% of the net cash proceeds therefrom are reinvested into the Company and dispositions of inventory and obsolete or unneeded equipment in the ordinary course of business) are limited to $20.0 million per 12-month period.
|
•
|
The ABR or the Adjusted LIBO Rate, in the case of revolving loans denominated in U.S. Dollars;
|
•
|
The Canadian Prime Rate or the CDOR rate, in the case of revolving loans denominated in Canadian Dollars;
|
•
|
The Adjusted LIBO Rate, in the case of revolving loans denominated in Pounds Sterling or Australian Dollars;
|
•
|
The EURIBO Rate, in the case of revolving loans denominated in Euros,
|
•
|
the impact to our business of crude oil, natural gas and other commodity prices;
|
•
|
amounts and nature of future revenues and margins from each of our segments;
|
•
|
trends in the industries we serve;
|
•
|
our ability to generate sufficient cash from operations or to raise cash in order to meet our short and long-term capital requirements;
|
•
|
the likely impact of new or existing regulations or market forces on the demand for our services;
|
•
|
expansion and other trends of the industries we serve;
|
•
|
our expectations with respect to the likelihood of a future impairment; and
|
•
|
our ability to comply with the covenants in our credit agreement.
|
•
|
the risk factors discussed in our Form 10-K for the fiscal year ended
June 30, 2016
and listed from time to time in our filings with the Securities and Exchange Commission;
|
•
|
economic, market or business conditions in general and in the oil, gas, power, iron and steel and mining industries in particular;
|
•
|
reduced creditworthiness of our customer base and the higher risk of non-payment of receivables due to low prevailing crude oil and other commodity prices;
|
•
|
the inherently uncertain outcome of current and future litigation;
|
•
|
the adequacy of our reserves for contingencies;
|
•
|
changes in laws or regulations; and
|
•
|
other factors, many of which are beyond our control.
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid
Per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs (C)
|
|||||
October 1 to October 31, 2016
|
|
|
|
|
|
|
|
|||||
Share Repurchase Program (A)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,369,627
|
|
Employee Transactions (B)
|
323
|
|
|
$
|
18.41
|
|
|
—
|
|
|
|
|
November 1 to November 30, 2016
|
|
|
|
|
|
|
|
|||||
Share Repurchase Program (A)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,369,627
|
|
Employee Transactions (B)
|
16,217
|
|
|
$
|
19.64
|
|
|
—
|
|
|
|
|
December 1 to December 31, 2016
|
|
|
|
|
|
|
|
|||||
Share Repurchase Program (A)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,303,965
|
|
Employee Transactions (B)
|
3,020
|
|
|
$
|
22.45
|
|
|
—
|
|
|
|
(A)
|
Represents shares purchased under our stock buyback program.
|
(B)
|
Represents shares withheld to satisfy the employee’s tax withholding obligation that is incurred upon the vesting of deferred shares granted under the Company’s stock incentive plans.
|
(C)
|
On December 12, 2016, the Board of Directors approved a new stock buyback program (the "December 2016 Program"). Under the December 2016 Program, the Company may repurchase common stock of the Company in any calendar year commencing with calendar year 2016 and continuing through calendar year 2018, up to a maximum of $25.0 million per calendar year. The Company may repurchase its stock from time to time in the open market at prevailing market prices or in privately negotiated transactions. The December 2016 Program will continue through December 31, 2018 unless and until revoked by the Board of Directors. The amount shown for the maximum number of shares that may yet be purchased for October and November represents the number of shares that could have been purchased under the Company’s prior buyback program. The amount shown as the maximum number of shares that may yet be purchased for December under the December 2016 Program was calculated using the closing price of our stock on the last trading day of December 2016 and the cumulative limit of $75.0 million remaining under the program, based on the annual limit then in effect at that time.
|
Exhibit 2.1
|
|
Membership Interest Purchase Agreement dated as of December 12, 2016 among Matrix PDM Engineering, Inc., as purchaser, the C. Douglas Houston Revocable Trust U/T/A dated November 21, 2016, as seller, and C. Douglas Houston, as seller representative (Exhibit 2 to the Company’s Current Report on Form 8-K filed December 16, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 3.1
|
|
Amended and Restated Certificate of Incorporation of Matrix Service Company (Appendix A to the Company’s Proxy Statement filed October 7, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 3.2
|
|
Amended and Restated Bylaws of Matrix Service Company (Effective November 11, 2016) (Exhibit 3.2 to the Company’s Current Report on Form 8-K filed November 15, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 10.1*:
|
|
Form of Amended and Restated Severance Agreement (Exhibit 10 to the Company's Current Report on Form 8-K filed November 15, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 10.2*:
|
|
Form of Restricted Stock Unit Award Agreement for directors (Matrix Service Company 2016 Stock and Incentive Compensation Plan).
|
|
|
|
Exhibit 31.1:
|
|
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CEO.
|
|
|
|
Exhibit 31.2:
|
|
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CFO.
|
|
|
|
Exhibit 32.1:
|
|
Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CEO.
|
|
|
|
Exhibit 32.2:
|
|
Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CFO.
|
|
|
|
Exhibit 95:
|
|
Mine Safety Disclosure.
|
|
|
|
Exhibit 101.INS:
|
|
XBRL Instance Document.
|
|
|
|
Exhibit 101.SCH:
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
Exhibit 101.CAL:
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
Exhibit 101.DEF:
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
Exhibit 101.LAB:
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
Exhibit 101.PRE:
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
MATRIX SERVICE COMPANY
|
|
|
|
Date:
|
February 9, 2017
|
By: /s/ Kevin S. Cavanah
|
|
|
Kevin S. Cavanah Vice President and Chief Financial Officer signing on behalf of the registrant and as the registrant’s principal financial officer
|
Exhibit 2.1
|
|
Membership Interest Purchase Agreement dated as of December 12, 2016 among Matrix PDM Engineering, Inc., as purchaser, the C. Douglas Houston Revocable Trust U/T/A dated November 21, 2016, as seller, and C. Douglas Houston, as seller representative (Exhibit 2 to the Company’s Current Report on Form 8-K filed December 16, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 3.1
|
|
Amended and Restated Certificate of Incorporation of Matrix Service Company (Appendix A to the Company’s Proxy Statement filed October 7, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 3.2
|
|
Amended and Restated Bylaws of Matrix Service Company (Effective November 11, 2016) (Exhibit 3.2 to the Company’s Current Report on Form 8-K filed November 15, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 10.1*:
|
|
Form of Amended and Restated Severance Agreement (Exhibit 10 to the Company's Current Report on Form 8-K filed November 15, 2016 (File No. 001-15461), is hereby incorporated by reference).
|
|
|
|
Exhibit 10.2*:
|
|
Form of Restricted Stock Unit Award Agreement for directors (Matrix Service Company 2016 Stock and Incentive Compensation Plan).
|
|
|
|
Exhibit 31.1:
|
|
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CEO.
|
|
|
|
Exhibit 31.2:
|
|
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CFO.
|
|
|
|
Exhibit 32.1:
|
|
Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CEO.
|
|
|
|
Exhibit 32.2:
|
|
Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CFO.
|
|
|
|
Exhibit 95:
|
|
Mine Safety Disclosure.
|
|
|
|
Exhibit 101.INS:
|
|
XBRL Instance Document.
|
|
|
|
Exhibit 101.SCH:
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
Exhibit 101.CAL:
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
Exhibit 101.DEF:
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
Exhibit 101.LAB:
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
Exhibit 101.PRE:
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Matrix Service Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 9, 2017
|
|
|
|
|
/s/ John R. Hewitt
|
|
|
John R. Hewitt
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Matrix Service Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
|
February 9, 2017
|
|
|
|
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/s/ Kevin S. Cavanah
|
|
|
Kevin S. Cavanah
|
|
|
Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 9, 2017
|
|
|
|
|
/s/ John R. Hewitt
|
|
|
John R. Hewitt
|
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 9, 2017
|
|
|
|
|
/s/ Kevin S. Cavanah
|
|
|
Kevin S. Cavanah
|
|
|
Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA Identification Number
|
Section 104 S&S Citations
(1)
|
Section 104(b) Orders
(2)
|
Section 104(d) Citations and Orders
(3)
|
Section 110(b)(2) Violations
(4)
|
Section 107(a) Orders
(5)
|
Total Dollar Value of MSHA Assessments Proposed ($)
|
Total Number of Mining Related Fatalities
|
Received Notice of Pattern of Violations Under Section 104(e)
(6)
(yes/no)
|
Received Notice of Potential to Have Pattern of Violations Under Section 104(e)
(7)
(yes/no)
|
Total Number of Legal Actions Pending as of Last Day of Period
|
Total Number of Legal Actions Initiated During Period
|
Total Number of Legal Actions Resolved During Period
|
Freeport McMoran Morenci Inc. 02-00024 5CP
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
No
|
No
|
—
|
—
|
—
|
Solvay Chemicals Inc. 48-01295
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
No
|
No
|
—
|
—
|
—
|
Big Island Mine & Refinery 48-00154
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
No
|
No
|
—
|
—
|
—
|
Freeport McMoran Safford Inc. 02-03131 5CP
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
No
|
No
|
—
|
—
|
—
|