Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MTRX | |
Entity Registrant Name | MATRIX SERVICE CO | |
Entity Central Index Key | 866,273 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,600,094 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 251,237 | $ 309,422 | $ 905,673 | $ 952,282 |
Cost of revenues | 253,851 | 282,119 | 847,797 | 860,390 |
Gross profit (loss) | (2,614) | 27,303 | 57,876 | 91,892 |
Selling, general and administrative expenses | 18,596 | 20,956 | 56,548 | 65,509 |
Operating income (loss) | (21,210) | 6,347 | 1,328 | 26,383 |
Other income (expense): | ||||
Interest expense | (833) | (241) | (1,573) | (756) |
Interest income | 73 | 56 | 111 | 147 |
Other | (51) | (109) | 3 | (311) |
Income (loss) before income tax expense | (22,021) | 6,053 | (131) | 25,463 |
Provision (benefit) for federal, state and foreign income taxes | (8,521) | 2,507 | (1,223) | 9,060 |
Net income (loss) | (13,500) | 3,546 | 1,092 | 16,403 |
Less: Net income (loss) attributable to noncontrolling interest | 321 | (811) | 321 | (3,326) |
Net income (loss) attributable to Matrix Service Company | $ (13,821) | $ 4,357 | $ 771 | $ 19,729 |
Basic earnings (loss) per common share (US$ per share) | $ (0.52) | $ 0.16 | $ 0.03 | $ 0.74 |
Diluted earnings (loss) per common share (US$ per share) | $ (0.52) | $ 0.16 | $ 0.03 | $ 0.73 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 26,594 | 26,758 | 26,511 | 26,651 |
Diluted (shares) | 26,594 | 27,054 | 26,838 | 27,191 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (13,500) | $ 3,546 | $ 1,092 | $ 16,403 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation gain (loss) (net of tax expense (benefit) of ($5) and $100 for the three and nine months ended March 31, 2017, respectively, and ($166) and $218 for the three and nine months ended March 31, 2016, respectively) | 1,035 | 2,754 | (962) | (1,061) |
Comprehensive income (loss) | (12,465) | 6,300 | 130 | 15,342 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 321 | (811) | 321 | (3,326) |
Comprehensive income (loss) attributable to Matrix Service Company | $ (12,786) | $ 7,111 | $ (191) | $ 18,668 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ (5) | $ (166) | $ 100 | $ 218 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 39,697 | $ 71,656 |
Accounts receivable, less allowances (March 31, 2017— $9,247 and June 30, 2016—$8,403) | 223,338 | 190,434 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 69,986 | 104,001 |
Inventories | 3,926 | 3,935 |
Income taxes receivable | 5,314 | 9 |
Other current assets | 7,373 | 5,411 |
Total current assets | 349,634 | 375,446 |
Property, plant and equipment at cost: | ||
Land and buildings | 39,826 | 39,224 |
Construction equipment | 93,178 | 90,386 |
Transportation equipment | 48,156 | 49,046 |
Office equipment and software | 36,284 | 29,577 |
Construction in progress | 5,827 | 7,475 |
Property, plant and equipment at cost, gross | 223,271 | 215,708 |
Accumulated depreciation | (141,308) | (130,977) |
Property, plant and equipment at cost, net | 81,963 | 84,731 |
Goodwill | 113,182 | 78,293 |
Other intangible assets | 27,781 | 20,999 |
Deferred income taxes | 5,663 | 3,719 |
Other assets | 2,045 | 1,779 |
Total assets | 580,268 | 564,967 |
Current liabilities: | ||
Accounts payable | 97,271 | 141,445 |
Billings on uncompleted contracts in excess of costs and estimated earnings | 75,424 | 58,327 |
Accrued wages and benefits | 25,102 | 27,716 |
Accrued insurance | 8,804 | 9,246 |
Income taxes payable | 148 | 2,675 |
Other accrued expenses | 8,314 | 6,621 |
Total current liabilities | 215,063 | 246,030 |
Deferred income taxes | 377 | 3,198 |
Borrowings under senior revolving credit facility | 44,139 | 0 |
Other liabilities | 472 | 173 |
Total liabilities | 260,051 | 249,401 |
Commitments and contingencies | ||
Matrix Service Company stockholders' equity: | ||
Common stock—$.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued as of March 31, 2017, and June 30, 2016; 26,594,319 and 26,297,145 shares outstanding as of March 31, 2017 and June 30, 2016 | 279 | 279 |
Additional paid-in capital | 126,513 | 127,058 |
Retained earnings | 223,928 | 223,157 |
Accumulated other comprehensive loss | (7,807) | (6,845) |
Matrix Service Company stockholders' equity | 342,913 | 343,649 |
Less: Treasury stock, at cost — 1,293,898 shares as of March 31, 2017, and 1,591,072 shares as of June 30, 2016 | (22,696) | (26,907) |
Total Matrix Service Company stockholders’ equity | 320,217 | 316,742 |
Noncontrolling interest | 0 | (1,176) |
Total stockholders' equity | 320,217 | 315,566 |
Total liabilities and stockholders’ equity | $ 580,268 | $ 564,967 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Statement Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowances | $ 9,247 | $ 8,403 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 27,888,217 | 27,888,217 |
Common stock, shares outstanding | 26,594,319 | 26,297,145 |
Treasury stock, shares | 1,293,898 | 1,591,072 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income (loss) | $ 1,092 | $ 16,403 |
Adjustments to reconcile net income to net cash used by operating activities, net of effects from acquisitions: | ||
Depreciation and amortization | 15,839 | 16,139 |
Deferred income tax | (4,665) | 1,413 |
Gain on sale of property, plant and equipment | (366) | (111) |
Provision for uncollectible accounts | 900 | 5,684 |
Stock-based compensation expense | 5,467 | 5,023 |
Other | 211 | 179 |
Changes in operating assets and liabilities increasing (decreasing) cash, net of effects from acquisitions: | ||
Accounts receivable | (23,531) | 23,684 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 34,761 | (6,575) |
Inventories | 9 | 568 |
Other assets and liabilities | (9,668) | (5,461) |
Accounts payable | (45,690) | (3,492) |
Billings on uncompleted contracts in excess of costs and estimated earnings | 5,449 | (29,895) |
Accrued expenses | (5,417) | 983 |
Net cash provided (used) by operating activities | (25,609) | 24,542 |
Investing activities: | ||
Acquisition, net of cash acquired | (40,819) | (13,049) |
Acquisition of property, plant and equipment | (8,475) | (11,746) |
Proceeds from asset sales | 1,145 | 258 |
Net cash used by investing activities | (48,149) | (24,537) |
Financing activities: | ||
Advances under senior revolving credit facility | 106,168 | 2,753 |
Repayments of advances under senior revolving credit facility | (62,029) | (7,712) |
Payments of debt issuance costs | (822) | 0 |
Open market purchase of treasury shares | 0 | (5,460) |
Issuances of common stock | 234 | 578 |
Proceeds from issuance of common stock under employee stock purchase plan | 253 | 261 |
Repurchase of common stock for payment of statutory taxes due on equity-based compensation | (2,288) | (4,540) |
Capital contributions from noncontrolling interest | 855 | 10,892 |
Repayments of acquired long-term debt | 0 | (1,858) |
Net cash provided (used) by financing activities | 42,371 | (5,086) |
Effect of exchange rate changes on cash and cash equivalents | (572) | (755) |
Decrease in cash and cash equivalents | (31,959) | (5,836) |
Cash and cash equivalents, beginning of period | 71,656 | 79,239 |
Cash and cash equivalents, end of period | 39,697 | 73,403 |
Supplemental disclosure of cash flow information: | ||
Income taxes | 11,679 | 9,192 |
Interest | 1,266 | 789 |
Non-cash investing and financing activities: | ||
Purchases of property, plant and equipment on account | 846 | 401 |
Acquisition of long-term debt | $ 0 | $ 1,858 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Jun. 30, 2015 | $ 284,554 | $ 279 | $ 123,038 | $ 194,394 | $ (18,489) | $ (5,926) | $ (8,742) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 10,892 | 10,892 | |||||
Net income (loss) | 16,403 | 19,729 | (3,326) | ||||
Other comprehensive income (loss) | (1,061) | (1,061) | |||||
Treasury shares sold to Employee Stock Purchase Plan | 261 | 142 | 119 | ||||
Exercise of stock options | 578 | 7 | 571 | ||||
Issuance of deferred shares | 0 | (5,777) | 5,777 | ||||
Open market purchases of treasury shares | (5,460) | (5,460) | |||||
Other treasury share purchases | (4,540) | (4,540) | |||||
Tax effect of exercised stock options and vesting of deferred shares | 3,222 | 3,222 | |||||
Stock-based compensation expense | 5,023 | 5,023 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Mar. 31, 2016 | 309,872 | 279 | 125,655 | 214,123 | (22,022) | (6,987) | (1,176) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning equity balances, as adjusted | 315,566 | 279 | 127,058 | 223,157 | (26,907) | (6,845) | (1,176) |
Retrospective adjustment upon adoption of ASU 2016-09 (see Note 1) | 0 | 100 | (100) | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Jun. 30, 2016 | 315,566 | 279 | 126,958 | 223,257 | (26,907) | (6,845) | (1,176) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 855 | 855 | |||||
Net income (loss) | 1,092 | 771 | 321 | ||||
Other comprehensive income (loss) | (962) | (962) | |||||
Treasury shares sold to Employee Stock Purchase Plan | 253 | 18 | 235 | ||||
Exercise of stock options | 234 | (290) | 524 | ||||
Issuance of deferred shares | 0 | (5,740) | 5,740 | ||||
Other treasury share purchases | (2,288) | (2,288) | |||||
Stock-based compensation expense | 5,467 | 5,467 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Mar. 31, 2017 | $ 320,217 | $ 279 | $ 126,513 | $ 223,928 | $ (22,696) | $ (7,807) | $ 0 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - shares | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Exercise of stock options, shares | 22,913 | 62,137 |
Issuance of deferred shares, shares | 395,780 | 623,443 |
Employee Stock Purchase Plan, shares | 12,734 | 13,003 |
Treasury Stock, Shares, Acquired | 0 | 330,000 |
Other treasury shares purchases, shares | 134,253 | 202,916 |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation and Accounting Policies The condensed consolidated financial statements include the accounts of Matrix Service Company (“Matrix”, “we”, “our”, “us”, “its” or the “Company”) and its subsidiaries, unless otherwise indicated. Intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the Securities and Exchange Commission and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. The information furnished reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the results of operations, cash flows and financial position for the interim periods presented. The accompanying condensed financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2016 , included in the Company’s Annual Report on Form 10-K for the year then ended. The results of operations for the nine month period ended March 31, 2017 may not necessarily be indicative of the results of operations for the full year ending June 30, 2017 . Recently Issued Accounting Standards Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The ASU also requires entities to disclose both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU's disclosure requirements are significantly more comprehensive than those in existing revenue standards. The ASU applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification ("ASC"). The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted on a limited basis. Management is currently evaluating the impact of adopting the ASU on the Company's financial position, results of operations, cash flows and related disclosures. Adoption of this ASU is expected to affect the manner in which the Company determines the unit of account for its projects (i.e., performance obligations). Under existing guidance, the Company typically has multiple units of account for large complex projects. Upon adoption, the Company expects that similar projects may have fewer units of account, possibly just one unit of account in some cases, which will result in a more constant recognition of revenue and profit over the term of the project. The Company will adopt this standard on July 1, 2018 using the modified retrospective method of application, which may result in a cumulative effect adjustment to retained earnings as of the date of adoption. Accounting Standards Update 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern On August 27, 2014, the FASB issued ASU 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The FASB believes that requiring management to perform the assessment will enhance the timeliness, clarity, and consistency of related disclosures and improve convergence with international financial reporting standards ("IFRS") (which emphasize management’s responsibility for performing the going-concern assessment). However, the time horizon for the assessment (look-forward period) and the disclosure thresholds under U.S. GAAP and IFRS will continue to differ. The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The ASU was adopted during the Company's first fiscal quarter ending September 30, 2016. In connection with the adoption of the ASU, the Company now performs an assessment of its ability to continue as a going concern on a quarterly basis. Disclosure regarding the status of the Company's ability to continue as a going concern is required when there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued. Accounting Standards Update 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments On September 25, 2015, the FASB issued ASU 2015-16 to simplify the accounting for measurement-period adjustments. The ASU was issued in response to stakeholder feedback that restatements of prior periods to reflect adjustments made to provisional amounts recognized in a business combination increase the cost and complexity of financial reporting but do not significantly improve the usefulness of the information. Under the ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We adopted this standard on July 1, 2016 with no material impact to the Company's financial statements. Accounting Standards Update 2016-02, Leases (Topic 842) On February 25, 2016, the FASB issued ASU 2016-02. The amendments in this update require, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, but we do not plan to do so at this time. We are currently evaluating the ASU's expected impact on our financial statements. Note 8 of Item 8. Financial Statements and Supplementary Data in our 2016 Form 10-K provides information about the timing and amount of future operating lease payments, which we believe is indicative of the materiality of adoption of the ASU to our financial statements. Accounting Standards Update 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting On March 30, 2016, the FASB issued ASU 2016-09, which simplified several aspects of accounting for stock-based compensation transactions, including the accounting for income taxes and forfeitures and statutory tax withholding requirements. The Company adopted the ASU during its first fiscal quarter ending September 30, 2016. The following is a description of the key provisions of the ASU and their impacts to the Company's financial statements: Accounting for Income Taxes : The amendments require the Company to recognize excess tax benefits or tax deficiencies in its provision for income taxes in its consolidated statements of income during the period of vesting or exercise of its nonvested deferred share awards and stock options, respectively, for which it expects to receive an income tax deduction. Previously, the Company recognized any excess tax benefits in additional paid-in capital ("APIC") in the balance sheet and any tax deficiencies were recognized as a reduction of APIC to the extent the Company has accumulated excess tax benefits. Any tax deficiencies in excess of accumulated excess tax benefits in APIC were recognized in the provision for income taxes. The amendments also require the Company to only present excess tax benefits and tax deficiencies in the operating section of its statements of cash flows as a component of deferred tax activity. Previously, the Company was required to present such items in both the financing section and operating section of its statements of cash flows. Amendments related to the recognition of excess tax benefits and tax deficiencies in income are required to be applied prospectively, and amendments related to the cash flow statement presentation of excess tax benefits and tax deficiencies may be applied either retrospectively or prospectively. The Company applied the amendments requiring the recognition of excess tax benefits and tax deficiencies in income prospectively. As a result, the Company recognized $0.5 million of excess tax benefits in its provision for income taxes during the nine months ended March 31, 2017, which increased basic and diluted earnings per share by $0.02 . No material excess tax benefits or deficiencies were recognized during the three months ended March 31, 2017. Under the prior accounting standard, the Company would have recognized the excess tax benefits in equity as additional paid-in capital. The amendments relating to the presentation of excess tax benefits and tax deficiencies in the statement of cash flows were applied retrospectively. The effect of the retrospective adjustment was to eliminate the presentation of an operating cash outflow and a financing cash inflow for excess tax benefits on exercised stock options and vesting of deferred shares. These eliminations increased net cash provided by operating activities by $3.2 million and decreased net cash provided by financing activities by $3.2 million for the nine months ended March 31, 2016. Net cash flows did not change as a result of the retrospective adjustment. Accounting for Forfeitures : The amendments in this ASU allow the Company to elect, as a company-wide accounting policy, either to continue to estimate the amount of forfeitures to exclude from compensation expense or to exclude forfeitures from compensation expense as they occur. Upon the adoption of the ASU during the first quarter of fiscal 2017, the Company elected to account for forfeitures as they occur. The Company is required to apply these amendments on a modified retrospective basis with a cumulative adjustment to retained earnings as of the beginning of the fiscal year. The Company recorded a modified retrospective adjustment to reduce the June 30, 2016 retained earnings balance and increase the additional paid-in capital balance by $0.1 million each. Statutory Tax Withholding Requirements : Under the prior accounting standard, an entire award must be classified as a liability if the fair value of the shares withheld exceeds the Company's minimum statutory withholding obligation. Under the ASU, the Company is allowed to withhold shares with a fair value up to the amount of tax owed using the maximum statutory tax rate in the employee's applicable jurisdictions. The Company is allowed to determine one maximum rate for all employees in each jurisdiction, rather than a rate for each employee in the jurisdiction. Also, the ASU requires that cash outflows to reacquire shares withheld for taxes to be classified in the financing section of the statement of cash flows. The Company adopted the ASU during the first quarter of fiscal 2017. Since the Company did not have any awards classified as liabilities due to statutory tax withholding requirements as of December 31, 2016, and since the Company already presented its cash outflows for reacquiring shares withheld for taxes as a financing activity in its statements of cash flows, these amendments did not have any impact on its financial statements upon adoption. The Company does not expect changes to employee withholdings for stock compensation to have a material impact to the financial statements. Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments On June 16, 2016, the FASB issued ASU 2016-13, which will change how the Company accounts for its allowance for uncollectible accounts. The amendments in this update require a financial asset (or a group of financial assets) to be presented at the net amount expected to be collected. The income statement will reflect any increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Current GAAP delays the recognition of the full amount of credit losses until the loss is probable of occurring. The amendments in this update eliminate the probable initial recognition threshold and, instead, reflect the Company's current estimate of all expected credit losses. In addition, current guidance limits the information the Company may consider in measuring a credit loss to its past events and current conditions. The amendments in this update broaden the information the Company may consider in developing its expected credit loss estimate to include forecasted information. The amendments in this update are effective for the Company on July 1, 2020 and the Company may early adopt on July 1, 2019. The Company must apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. At this time, the Company does not expect this update to have a material impact to its estimate of the allowance for uncollectible accounts. Accounting Standards Update 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment On January 26, 2017, the FASB issued ASU 2017-04, which simplifies the goodwill impairment test by eliminating step two from the procedure. Previously, goodwill was tested for impairment by performing a two-step test. The first step involves determining the fair value of a reporting unit and comparing it to the carrying amount of the reporting unit's net assets. If the fair value of the reporting unit is less than its carrying amount, then the goodwill assigned to that reporting unit is determined to be impaired and step two must then be completed to measure the amount of the impairment. Step two involved measuring the reporting unit's assets and liabilities at fair value following a process similar to determining the fair value of assets acquired and liabilities assumed in a business combination. The net fair value of the assets acquired and liabilities assumed was then compared to the fair value of the reporting unit in order to compute the implied goodwill for the reporting unit. The difference between the carrying amount of the reporting unit's goodwill and the amount of the implied goodwill computed was the amount of the goodwill impairment to be recognized. Under ASU 2017-04, instead of performing step two of the test, the Company will recognize an impairment charge to the extent a reporting unit's fair value is less than the carrying amount of its net assets, as indicated by step one of the test. The standard must be applied prospectively and must by adopted in fiscal years beginning after December 15, 2019. Early adoption is permitted and the Company is currently evaluating whether to adopt early. The Company's annual goodwill impairment test will be performed as of May 31, 2017. |
Acquisitions (Notes)
Acquisitions (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2 – Acquisitions Purchase of Houston Interests, LLC On December 12, 2016 , the Company completed the acquisition of Houston Interests, LLC ("Houston Interests"), a premier global solutions company that provides consulting, engineering, design, construction services and systems integration. Houston Interests brings expertise to the Company in natural gas processing; sulfur recovery, processing and handling; liquid terminals, silos and other bulk storage; process plant design; power generation environmental controls and material handling; industrial power distribution; electrical, instrumentation and controls; marine structures; material handling systems and terminals for cement, sulfur, fertilizer, coal and grain; and process heaters. The business has been included in our Matrix PDM Engineering, Inc. subsidiary, and its operating results have been allocated between the Oil Gas & Chemical and Industrial segments. The Company purchased all of the equity interests of Houston Interests for $40.8 million in cash, net of working capital adjustments and cash acquired. The consideration paid is as follows (in thousands): Cash paid for equity interest $ 46,000 Cash paid for working capital 5,150 Less: cash acquired (10,331 ) Net purchase price $ 40,819 The Company funded the equity interest portion of the consideration paid from borrowings under the Company's senior secured revolving credit facility (See Note 5). The purchase of working capital was paid with cash on hand. The net purchase price was allocated to the major categories of assets and liabilities based on their estimated fair value at the acquisition date. The following table summarizes the preliminary net purchase price allocation (in thousands): Current assets $ 21,804 Property, plant and equipment 942 Goodwill 35,048 Other intangible assets 10,220 Total assets acquired 68,014 Current liabilities 16,674 Other liabilities 190 Net assets acquired 51,150 Cash 10,331 Net purchase price $ 40,819 The goodwill recognized from the acquisition is primarily attributable to the technical expertise of the acquired workforce and the complementary nature of Houston Interests' operations, which the Company believes will enable the combined entity to expand its service offerings and enter new markets. All of the goodwill recognized is deductible for income tax purposes. The fair value of the net assets acquired is preliminary pending the final valuation of those assets. As a result, goodwill is also preliminary since it has been recorded as the excess of the purchase price over the estimated fair value of the net assets acquired. The Company has agreed to pay the previous owners up to $2.6 million for any unused portion of acquired warranty obligations outstanding as of June 30, 2017. In addition, the sellers have agreed to reimburse the Company for any warranty costs incurred in connection with the acquired warranties in excess of $2.6 million. All acquired warranties will expire by June 30, 2017. Any amounts paid to or received from the seller will be accounted for as a working capital adjustment, which will be reflected as a change to the net purchase price. No payments have been made to the seller for any unused portion of acquired warranty obligations as of March 31, 2017. The Company incurred $0.1 million and $0.5 million of expenses related to closing the acquisition during the three and nine months ended March 31, 2017, which were included within selling, general and administrative expenses in the consolidated statements of income. During the three and nine months ended March 31, 2017, the acquired business contributed revenues of $14.1 million and $16.4 million , respectively, and operating losses of $0.1 million and $0.4 million , respectively. The unaudited financial information in the table below summarizes the combined results of operations of Matrix Service Company and Houston Interests for the three and nine months ended March 31, 2017 and 2016, on a pro forma basis, as though the companies had been combined as of July 1, 2015. The pro forma financial information presented in the table below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at July 1, 2015 nor should it be taken as indicative of future consolidated results of operations. Three Months Ended Nine Months Ended March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 (In thousands, except per share data) Revenues $ 251,237 $ 334,228 $ 941,536 $ 1,047,246 Net income (loss) attributable to Matrix Service Company $ (13,202 ) $ 4,113 $ 5,231 $ 22,623 Basic earnings (loss) per common share $ (0.50 ) $ 0.15 $ 0.20 $ 0.85 Diluted earnings (loss) per common share $ (0.50 ) $ 0.15 $ 0.19 $ 0.83 The pro forma financial information presented in the table above includes the following adjustments to the combined entities' historical financial statements: • The combined entities recorded approximately $0.4 million and $3.4 million of acquisition and integration expenses during the three and nine months ended March 31, 2017, respectively, which were transferred in the pro forma earnings to the nine months ended March 31, 2016 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 $1.1 million during the three and nine months ended March 31, 2017, respectively, and $0.3 million and $0.8 million during the three and nine months ended March 31, 2016, respectively. • Interest expense for the combined entities was increased by $0.7 million during the nine months ended March 31, 2017 and by $0.4 million and $1.0 million during the three and nine months ended March 31, 2016, 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 $0.6 million and $0.8 million during the three and nine months ended March 31, 2017, respectively, and was increased by $0.5 million and $1.4 million during the three and nine months ended March 31, 2016, 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 $4.3 million during the nine months ended March 31, 2017. Income tax expense was reduced by $0.6 million during the three months ended March 31, 2016 and increased by $1.8 million during the nine months ended March 31, 2016. Houston Interests was previously an exempt entity and income taxes were not assessed in its historical financial information. Purchase of Baillie Tank Equipment, Ltd. On February 1, 2016 , the Company completed the acquisition of all outstanding stock of Baillie Tank Equipment, Ltd. (“BTE”) , an internationally-based company with nearly 20 years of experience in the design and manufacture of products for use on aboveground storage tanks. Founded in 1998, BTE is a provider of tank products including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems, and seals. BTE is headquartered in Sydney, Australia with a manufacturing facility in Seoul, South Korea. The Company acquired BTE to expand its service offerings of certain technical solutions for aboveground storage tanks. The business is now known as Matrix Applied Technologies, and its operating results are included in the Storage Solutions segment. The Company purchased BTE with cash on-hand for a net purchase price of $13.0 million . The Company paid $15.4 million when including the subsequent repayment of long-term debt acquired and the settlement of certain other liabilities acquired, and excluding the cash acquired and certain amounts owed to the former owners for working capital adjustments. The net purchase price was allocated to the major categories of assets and liabilities based on their estimated fair value at the acquisition date. The following table summarizes the final purchase price allocation (in thousands): 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 The goodwill recognized from the acquisition is attributable to the synergies of combining our operations and the technical expertise of the acquired workforce. None of the goodwill recognized is deductible for income tax purposes. The Company incurred $0.8 million and $0.9 million of expenses related to the acquisition during the three and nine months ended March 31, 2016, which were included within selling, general and administrative expenses in the consolidated statements of income. The acquired business contributed revenues of $3.0 million and $5.8 million during the three and nine months ended March 31, 2017, respectively, and contributed break-even operating income during the three months ended March 31, 2017 and $0.3 million during the nine months ended March 31, 2017. The acquired business contributed revenues of $3.5 million and operating income of $0.7 million for the period February 1, 2016 to March 31, 2016. |
Uncompleted Contracts (Notes)
Uncompleted Contracts (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure Customer Contracts Additional Information [Abstract] | |
Uncompleted Contracts | Uncompleted Contracts Contract terms of the Company’s construction contracts generally provide for progress billings based on project milestones. The excess of costs incurred and estimated earnings over amounts billed on uncompleted contracts is reported as a current asset. The excess of amounts billed over costs incurred and estimated earnings recognized on uncompleted contracts is reported as a current liability. Gross and net amounts on uncompleted contracts are as follows: March 31, June 30, (in thousands) Costs incurred and estimated earnings recognized on uncompleted contracts $ 1,266,388 $ 1,875,014 Billings on uncompleted contracts 1,271,826 1,829,340 $ (5,438 ) $ 45,674 Shown in balance sheet as: Costs and estimated earnings in excess of billings on uncompleted contracts $ 69,986 $ 104,001 Billings on uncompleted contracts in excess of costs and estimated earnings 75,424 58,327 $ (5,438 ) $ 45,674 Progress billings in accounts receivable at March 31, 2017 and June 30, 2016 included retentions to be collected within one year of $55.0 million and $29.7 million , respectively. Contract retentions collectible beyond one year are included in other assets in the condensed consolidated balance sheet and totaled $0.3 million as of June 30, 2016 . There were no retentions collectible beyond one year as of March 31, 2017 . Other Our results were negatively impacted by an increased cost estimate related to a large project in the Electrical Infrastructure segment, which resulted in a decrease in gross profit. The financial impact of the project was a gross profit (loss) of ($18.9) million and ($13.7) million for the three and nine months ended March 31, 2017, respectively. The profit on future revenue related to this project will be recognized based on the current project forecast, which is at a greatly reduced gross profit margin. The change in cost estimate resulted from a deterioration in the financial forecast of the project during the third quarter and was caused by various factors that have delayed schedule progress and reduced productivity. The adjustment in the current period represents the Company’s estimate, based on the information currently available, of the impact of the increased forecasted cost to complete the project. The current forecast includes estimates for the expected outcome regarding reimbursement from the customer of additional costs incurred and expected to be incurred, as well as the receipt of schedule based incentive revenue currently included in the contract. Work on the project continues to progress; however, critical work remains, which is at risk from continued impacts to project costs and schedule. Therefore, it is possible that future changes in contract estimates, including those related to project costs, project timeline, receipt of schedule based incentive revenue, and the estimated recovery of additional costs, could occur and have a material positive or negative impact to our results of operations and financial position in subsequent accounting periods. |
Intangible Assets Including Goo
Intangible Assets Including Goodwill (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Including Goodwill | Intangible Assets Including Goodwill Goodwill The changes in the carrying value of goodwill by segment are as follows: 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) — 28,739 — 6,309 35,048 Purchase price adjustment for BTE (Note 2) — — 88 — 88 Translation adjustment (1) (175 ) — (39 ) (33 ) (247 ) Net balance at March 31, 2017 $ 41,995 $ 42,747 $ 16,730 $ 11,710 $ 113,182 (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. The goodwill allocation attributable to the purchase of Houston Interests is preliminary. The Company is currently evaluating the long-term value by segment and the allocation may be adjusted upon completion of the evaluation, which is expected to occur in the fourth fiscal quarter. The Company performed its annual goodwill impairment test as of May 31, 2016, which did not indicate the existence of an impairment at that time. While the fiscal year-to-date financial performance of our Electrical Infrastructure, Oil Gas & Chemical and Industrial segments are disappointing and have not met our expectations, the Company does not consider these results to be a triggering event requiring the performance of an interim goodwill impairment test. We believe the financial performance of our Oil Gas & Chemical and Industrial segments is attributable to a cyclical, rather than structural, slowdown in the business and the financial performance of our Electrical Infrastructure segment is attributable to issues relating to one major project (as discussed in Note 3 - Uncompleted Contracts). The Company continues to consider these segments as core to its business and believes current operating results are not indicative of future performance. The Company will continue to monitor its operating results for indicators of impairment and perform additional tests as necessary. The Company's fiscal 2017 annual impairment test will be performed as of May 31, 2017, which could result in an impairment to goodwill depending on the Company’s finalized forecast for fiscal 2018 and other market conditions. Other Intangible Assets Information on the carrying value of other intangible assets is as follows: At March 31, 2017 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Years) (In thousands) Intellectual property 9 to 15 $ 2,579 $ (1,380 ) $ 1,199 Customer-based 1 to 15 38,094 (12,209 ) 25,885 Non-compete agreements 4 to 5 1,453 (1,245 ) 208 Trade names 1 to 3 1,795 (1,306 ) 489 Total amortizing intangible assets $ 43,921 $ (16,140 ) $ 27,781 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 The increase in the gross carrying amount of other intangible assets at March 31, 2017 compared to June 30, 2016 is primarily due to the December 12, 2016 acquisition of Houston Interests (See Note 2). The specifically identifiable intangible assets recognized in the Houston Interests acquisition consist of: • 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. Amortization expense totaled $1.6 million and $3.4 million during the three and nine months ended March 31, 2017 , respectively, and $1.0 million and $2.6 million during the three and nine months ended March 31, 2016, respectively. The Company recognized $0.7 million and $0.9 million of amortization expense during the three and nine months ended March 31, 2017 for intangible assets recorded as part of the Houston Interests acquisition. We estimate that the remaining amortization expense related to March 31, 2017 amortizing intangible assets will be as follows (in thousands): Period ending: Remainder of Fiscal 2017 $ 1,543 Fiscal 2018 4,728 Fiscal 2019 3,487 Fiscal 2020 3,477 Fiscal 2021 3,459 Fiscal 2022 2,616 Thereafter 8,471 Total estimated remaining amortization expense at March 31, 2017 $ 27,781 |
Debt (Notes)
Debt (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 8, 2017, the Company entered into the Fourth Amended and Restated Credit Agreement (the "Credit Agreement"), by and among the Company and certain foreign subsidiaries, as Borrowers, various subsidiaries of the Company, as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and the other Lenders party thereto, which replaced the Third Amended and Restated Credit Agreement dated as of November 7, 2011, as previously amended (the "Prior Credit Agreement"). The Credit Agreement provides for a five-year senior secured revolving credit facility of $300.0 million that expires February 8, 2022 , which replaces the $250.0 million senior secured revolving credit facility under the Prior Credit Agreement. The new credit facility may be used for working capital, acquisitions, capital expenditures, issuances of letters of credit and other lawful purposes. The Credit Agreement includes the following covenants and borrowing limitations: • A 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 all 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 new credit facility includes a sub-facility for revolving loans denominated in Australian Dollars, Canadian Dollars, Euros and Pounds Sterling in an aggregate amount not to exceed the U.S. Dollar equivalent of $75.0 million and a $200.0 million sublimit for letters of credit. Each revolving borrowing under the Credit Agreement will bear interest at a rate per annum equal to: • 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, in each case, plus the Applicable Margin, which is based on the Company's Leverage Ratio. The Applicable Margin on ABR loans ranges between 0.625% and 1.625% . The Applicable Margin for Adjusted LIBO, EURIBO and CDOR loans ranges between 1.625% and 2.625% and the Applicable Margin for Canadian Prime Rate loans ranges between 2.125% and 3.125% . The unused credit facility fee is between 0.25% and 0.45% based on the Leverage Ratio. The Credit Agreement includes a Senior Leverage Ratio covenant, which provides that Consolidated Funded Indebtedness, as of the end of any fiscal quarter, may not exceed 3.0 times Consolidated EBITDA, as defined in the Credit Agreement, over the previous four quarters. For the four quarters ended March 31, 2017 , Consolidated EBITDA was $55.4 million . Consolidated Funded Indebtedness at March 31, 2017 was $51.7 million . Availability under the senior revolving credit facility at March 31, 2017 was as follows: March 31, June 30, (In thousands) Senior revolving credit facility $ 300,000 $ 200,000 Capacity constraint due to the Senior Leverage Ratio 133,713 20,138 Capacity under the credit facility 166,287 179,862 Borrowings outstanding 44,139 — Letters of credit 15,378 20,755 Availability under the senior revolving credit facility $ 106,770 $ 159,107 Outstanding borrowings at March 31, 2017 under our Credit Agreement were primarily used to fund the acquisition of Houston Interests (See Note 2) and working capital needs in our Canadian business due to the timing of collections and disbursements on the previously announced Electrical Infrastructure project. At March 31, 2017 , the Company was in compliance with all affirmative, negative, and financial covenants under the Credit Agreement. |
Income Taxes (Notes)
Income Taxes (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We use the asset and liability approach for financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances based on our judgments and estimates are established when necessary to reduce deferred tax assets to the amount expected to be realized in future operating results. Company management believes that realization of deferred tax assets in excess of the valuation allowance is more likely than not. Our estimates are based on facts and circumstances in existence as well as interpretations of existing tax regulations and laws applied to the facts and circumstances. The Company provides for income taxes regardless of whether it has received a tax assessment. Taxes are provided when it is considered probable that additional taxes will be due in excess of amounts included in the tax return. The Company regularly reviews exposure to additional income taxes due, and as further information is known or events occur, adjustments may be recorded. Our effective tax rate for the three and nine months ended March 31, 2017 was 38.7% and 933.6% , respectively, compared to 41.4% and 35.6% in the same periods a year earlier. The Company recorded discrete benefits of $0.3 million and $0.9 million during the three and nine months ended March 31, 2017 , respectively, and recorded $0.1 million and $1.3 million of discrete benefits during the three and nine months ended March 31, 2016 , respectively. The fiscal 2017 discrete benefits primarily relate to the application of ASU 2016-09 (See Note 1), adjustments to state net operating loss carryforwards, a reduction in the blended state income tax rate and an increase in actual tax credits over estimated tax credits for fiscal 2016. These benefits were partially offset by a valuation allowance on deferred tax assets related to foreign tax credit carryforwards and stock compensation expense. The fiscal 2016 tax rate was positively impacted by a discrete item related to the retroactive application of the R&D tax credit and a foreign currency item related to our Canadian operations. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Insurance Reserves The Company maintains insurance coverage for various aspects of its operations. However, exposure to potential losses is retained through the use of deductibles, self-insured retentions and coverage limits. Typically our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our services and provide warranties for materials and workmanship. The Company may also be required to name the customer as an additional insured up to the limits of insurance available, or we may be required to purchase special insurance policies or surety bonds for specific customers or provide letters of credit in lieu of bonds to satisfy performance and financial guarantees on some projects. Matrix maintains a performance and payment bonding line sufficient to support the business. The Company generally requires its subcontractors to indemnify the Company and the Company’s customer and name the Company as an additional insured for activities arising out of the subcontractors’ work. We also require certain subcontractors to provide additional insurance policies, including surety bonds in favor of the Company, to secure the subcontractors’ work or as required by the subcontract. There can be no assurance that our insurance and the additional insurance coverage provided by our subcontractors will fully protect us against a valid claim or loss under the contracts with our customers. Unapproved Change Orders and Claims Costs and estimated earnings in excess of billings on uncompleted contracts included revenues for unapproved change orders and claims of $18.1 million at March 31, 2017 and $10.3 million at June 30, 2016 . Generally, collection of amounts related to unapproved change orders and claims is expected within twelve months. However, since customers may not pay these amounts until final resolution of related claims, collection of these amounts may extend beyond one year. Other The Company and its subsidiaries are participants in various legal actions. It is the opinion of management that none of the known legal actions will have a material impact on the Company’s financial position, results of operations or liquidity. |
Earnings per Common Share (Note
Earnings per Common Share (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share Basic earnings per share (“Basic EPS”) is calculated based on the weighted average shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) includes the dilutive effect of stock options and nonvested deferred shares. The computation of basic and diluted earnings per share is as follows: Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, (In thousands, except per share data) Basic EPS: Net income (loss) attributable to Matrix Service Company $ (13,821 ) $ 4,357 $ 771 $ 19,729 Weighted average shares outstanding 26,594 26,758 26,511 26,651 Basic earnings (loss) per share $ (0.52 ) $ 0.16 $ 0.03 $ 0.74 Diluted EPS: Weighted average shares outstanding – basic 26,594 26,758 26,511 26,651 Dilutive stock options — 57 51 73 Dilutive nonvested deferred shares — 239 276 467 Diluted weighted average shares 26,594 27,054 26,838 27,191 Diluted earnings (loss) per share $ (0.52 ) $ 0.16 $ 0.03 $ 0.73 The following securities are considered antidilutive and have been excluded from the calculation of Diluted EPS: Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, (In thousands) Stock options 46 — — — Nonvested deferred shares 533 269 173 113 |
Segment Information (Notes)
Segment Information (Notes) | 9 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We operate our business through four reportable segments: Electrical Infrastructure, Oil Gas & Chemical, Storage Solutions, and Industrial. The Electrical Infrastructure segment primarily encompasses construction and maintenance services to a variety of power generation facilities, such as combined cycle plants, natural gas fired power stations, and renewable energy installations. We also provide high voltage services to investor owned utilities, including construction of new substations, upgrades of existing substations, short-run transmission line installations, distribution upgrades and maintenance, and storm restoration services. The Oil Gas & Chemical segment includes turnaround activities, plant maintenance, engineering and construction in the downstream and midstream petroleum industries. Our customers in these industries are engaged in refining crude oil and processing, fractionating, and marketing of natural gas and natural gas liquids. Another key offering is industrial cleaning services, which include hydroblasting, hydroexcavating, chemical cleaning and vacuum services. We also perform work in the petrochemical and upstream petroleum markets. The Storage Solutions segment includes new construction of crude and refined products aboveground storage tanks (“ASTs”), as well as planned and emergency maintenance services. The Storage Solutions segment also includes balance of plant work in storage terminals and tank farms. Also included in the Storage Solutions segment is work related to specialty storage tanks, including liquefied natural gas (“LNG”), liquid nitrogen/liquid oxygen (“LIN/LOX”), liquid petroleum (“LPG”) tanks and other specialty vessels, including spheres. Finally, we offer AST products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals. The Industrial segment primarily includes construction and maintenance work in the iron and steel, mining and minerals, and agricultural industries. Our work in the mining and minerals industry is primarily for customers engaged in the extraction of copper. Our work in the agricultural industry includes the engineering and design of grain silos, docks and handling systems; the design of control system automation and materials handling for the food industry; and engineering, construction, process design and balance of plant work for fertilizer production facilities. We also perform work in bulk material handling, thermal vacuum chambers, and other industrial markets. The Company evaluates performance and allocates resources based on operating income. The accounting policies of the reportable segments are the same as those described in the Summary of Significant Accounting Policies footnote included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016 . Intersegment sales and transfers are recorded at cost; therefore, no intersegment profit or loss is recognized. Segment assets consist primarily of cash and cash equivalents, accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, property, plant and equipment, goodwill and other intangible assets. Results of Operations (In thousands) Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, Gross revenues Electrical Infrastructure $ 82,032 $ 94,414 $ 273,215 $ 251,437 Oil Gas & Chemical 69,295 56,251 164,036 188,682 Storage Solutions 74,431 132,857 403,008 400,074 Industrial 26,501 26,650 74,254 116,375 Total gross revenues $ 252,259 $ 310,172 $ 914,513 $ 956,568 Less: Inter-segment revenues Oil Gas & Chemical $ 407 $ 522 $ 6,892 $ 3,102 Storage Solutions 379 228 677 1,040 Industrial 236 — 1,271 144 Total inter-segment revenues $ 1,022 $ 750 $ 8,840 $ 4,286 Consolidated revenues Electrical Infrastructure $ 82,032 $ 94,414 $ 273,215 $ 251,437 Oil Gas & Chemical 68,888 55,729 157,144 185,580 Storage Solutions 74,052 132,629 402,331 399,034 Industrial 26,265 26,650 72,983 116,231 Total consolidated revenues $ 251,237 $ 309,422 $ 905,673 $ 952,282 Gross profit (loss) Electrical Infrastructure $ (13,371 ) $ 10,407 $ (896 ) $ 19,136 Oil Gas & Chemical 4,333 2,616 6,765 14,270 Storage Solutions 5,456 15,108 48,980 49,766 Industrial 968 (828 ) 3,027 8,720 Total gross profit (loss) $ (2,614 ) $ 27,303 $ 57,876 $ 91,892 Operating income (loss) Electrical Infrastructure $ (16,306 ) $ 4,948 $ (13,085 ) $ 5,425 Oil Gas & Chemical (2,199 ) (1,964 ) (7,054 ) (3,577 ) Storage Solutions (1,552 ) 6,382 23,463 24,305 Industrial (1,153 ) (3,019 ) (1,996 ) 230 Total operating income (loss) $ (21,210 ) $ 6,347 $ 1,328 $ 26,383 Total assets by segment were as follows: March 31, June 30, Electrical Infrastructure $ 167,280 $ 135,298 Oil Gas & Chemical 142,551 91,350 Storage Solutions 169,829 201,875 Industrial 45,623 67,569 Unallocated assets 54,985 68,875 Total segment assets $ 580,268 $ 564,967 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Houston Interests, LLC [Member] | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Consideration transferred [Table Text Block] | The Company purchased all of the equity interests of Houston Interests for $40.8 million in cash, net of working capital adjustments and cash acquired. The consideration paid is as follows (in thousands): Cash paid for equity interest $ 46,000 Cash paid for working capital 5,150 Less: cash acquired (10,331 ) Net purchase price $ 40,819 |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the preliminary net purchase price allocation (in thousands): Current assets $ 21,804 Property, plant and equipment 942 Goodwill 35,048 Other intangible assets 10,220 Total assets acquired 68,014 Current liabilities 16,674 Other liabilities 190 Net assets acquired 51,150 Cash 10,331 Net purchase price $ 40,819 |
Pro Forma Information | The unaudited financial information in the table below summarizes the combined results of operations of Matrix Service Company and Houston Interests for the three and nine months ended March 31, 2017 and 2016, on a pro forma basis, as though the companies had been combined as of July 1, 2015. The pro forma financial information presented in the table below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at July 1, 2015 nor should it be taken as indicative of future consolidated results of operations. Three Months Ended Nine Months Ended March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 (In thousands, except per share data) Revenues $ 251,237 $ 334,228 $ 941,536 $ 1,047,246 Net income (loss) attributable to Matrix Service Company $ (13,202 ) $ 4,113 $ 5,231 $ 22,623 Basic earnings (loss) per common share $ (0.50 ) $ 0.15 $ 0.20 $ 0.85 Diluted earnings (loss) per common share $ (0.50 ) $ 0.15 $ 0.19 $ 0.83 |
Baillie Tank Equipment, Ltd. [Member] | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the final purchase price allocation (in thousands): 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 |
Uncompleted Contracts (Tables)
Uncompleted Contracts (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure Customer Contracts Additional Information [Abstract] | |
Gross and Net Amount of Uncompleted Contracts | Gross and net amounts on uncompleted contracts are as follows: March 31, June 30, (in thousands) Costs incurred and estimated earnings recognized on uncompleted contracts $ 1,266,388 $ 1,875,014 Billings on uncompleted contracts 1,271,826 1,829,340 $ (5,438 ) $ 45,674 Shown in balance sheet as: Costs and estimated earnings in excess of billings on uncompleted contracts $ 69,986 $ 104,001 Billings on uncompleted contracts in excess of costs and estimated earnings 75,424 58,327 $ (5,438 ) $ 45,674 |
Intangible Assets Including G21
Intangible Assets Including Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |
Carrying Value of Goodwill by Segment | The changes in the carrying value of goodwill by segment are as follows: 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) — 28,739 — 6,309 35,048 Purchase price adjustment for BTE (Note 2) — — 88 — 88 Translation adjustment (1) (175 ) — (39 ) (33 ) (247 ) Net balance at March 31, 2017 $ 41,995 $ 42,747 $ 16,730 $ 11,710 $ 113,182 (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. |
Carrying Value of Other Intangible Assets | Information on the carrying value of other intangible assets is as follows: At March 31, 2017 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Years) (In thousands) Intellectual property 9 to 15 $ 2,579 $ (1,380 ) $ 1,199 Customer-based 1 to 15 38,094 (12,209 ) 25,885 Non-compete agreements 4 to 5 1,453 (1,245 ) 208 Trade names 1 to 3 1,795 (1,306 ) 489 Total amortizing intangible assets $ 43,921 $ (16,140 ) $ 27,781 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Period ending: Remainder of Fiscal 2017 $ 1,543 Fiscal 2018 4,728 Fiscal 2019 3,487 Fiscal 2020 3,477 Fiscal 2021 3,459 Fiscal 2022 2,616 Thereafter 8,471 Total estimated remaining amortization expense at March 31, 2017 $ 27,781 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Availability Under the Senior Credit Facility | Availability under the senior revolving credit facility at March 31, 2017 was as follows: March 31, June 30, (In thousands) Senior revolving credit facility $ 300,000 $ 200,000 Capacity constraint due to the Senior Leverage Ratio 133,713 20,138 Capacity under the credit facility 166,287 179,862 Borrowings outstanding 44,139 — Letters of credit 15,378 20,755 Availability under the senior revolving credit facility $ 106,770 $ 159,107 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The computation of basic and diluted earnings per share is as follows: Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, (In thousands, except per share data) Basic EPS: Net income (loss) attributable to Matrix Service Company $ (13,821 ) $ 4,357 $ 771 $ 19,729 Weighted average shares outstanding 26,594 26,758 26,511 26,651 Basic earnings (loss) per share $ (0.52 ) $ 0.16 $ 0.03 $ 0.74 Diluted EPS: Weighted average shares outstanding – basic 26,594 26,758 26,511 26,651 Dilutive stock options — 57 51 73 Dilutive nonvested deferred shares — 239 276 467 Diluted weighted average shares 26,594 27,054 26,838 27,191 Diluted earnings (loss) per share $ (0.52 ) $ 0.16 $ 0.03 $ 0.73 |
Antidilutive Securities Excluded from the Calculation of Diluted EPS | The following securities are considered antidilutive and have been excluded from the calculation of Diluted EPS: Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, (In thousands) Stock options 46 — — — Nonvested deferred shares 533 269 173 113 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Results of Operations | Results of Operations (In thousands) Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, Gross revenues Electrical Infrastructure $ 82,032 $ 94,414 $ 273,215 $ 251,437 Oil Gas & Chemical 69,295 56,251 164,036 188,682 Storage Solutions 74,431 132,857 403,008 400,074 Industrial 26,501 26,650 74,254 116,375 Total gross revenues $ 252,259 $ 310,172 $ 914,513 $ 956,568 Less: Inter-segment revenues Oil Gas & Chemical $ 407 $ 522 $ 6,892 $ 3,102 Storage Solutions 379 228 677 1,040 Industrial 236 — 1,271 144 Total inter-segment revenues $ 1,022 $ 750 $ 8,840 $ 4,286 Consolidated revenues Electrical Infrastructure $ 82,032 $ 94,414 $ 273,215 $ 251,437 Oil Gas & Chemical 68,888 55,729 157,144 185,580 Storage Solutions 74,052 132,629 402,331 399,034 Industrial 26,265 26,650 72,983 116,231 Total consolidated revenues $ 251,237 $ 309,422 $ 905,673 $ 952,282 Gross profit (loss) Electrical Infrastructure $ (13,371 ) $ 10,407 $ (896 ) $ 19,136 Oil Gas & Chemical 4,333 2,616 6,765 14,270 Storage Solutions 5,456 15,108 48,980 49,766 Industrial 968 (828 ) 3,027 8,720 Total gross profit (loss) $ (2,614 ) $ 27,303 $ 57,876 $ 91,892 Operating income (loss) Electrical Infrastructure $ (16,306 ) $ 4,948 $ (13,085 ) $ 5,425 Oil Gas & Chemical (2,199 ) (1,964 ) (7,054 ) (3,577 ) Storage Solutions (1,552 ) 6,382 23,463 24,305 Industrial (1,153 ) (3,019 ) (1,996 ) 230 Total operating income (loss) $ (21,210 ) $ 6,347 $ 1,328 $ 26,383 Total assets by segment were as follows: March 31, June 30, Electrical Infrastructure $ 167,280 $ 135,298 Oil Gas & Chemical 142,551 91,350 Storage Solutions 169,829 201,875 Industrial 45,623 67,569 Unallocated assets 54,985 68,875 Total segment assets $ 580,268 $ 564,967 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
Effect of new accounting standard compared to old standard | $ 0.5 | |
Effect of adoption of new accounting standard compared to old standard, EPS | $ 0.02 | |
New Accounting Pronouncement or Change in Accounting Principle, Description of Prior-period Information Retrospectively Adjusted | The amendments relating to the presentation of excess tax benefits and tax deficiencies in the statement of cash flows were applied retrospectively. The effect of the retrospective adjustment was to eliminate the presentation of an operating cash outflow and a financing cash inflow for excess tax benefits on exercised stock options and vesting of deferred shares. These eliminations increased net cash provided by operating activities by $3.2 million and decreased net cash provided by financing activities by $3.2 million for the nine months ended March 31, 2016. Net cash flows did not change as a result of the retrospective adjustment. |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Feb. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill, Acquired During Period | $ 35,048 | ||||||
Goodwill | $ 113,182 | 113,182 | $ 78,293 | ||||
Houston Interests, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs | 100 | 500 | |||||
Cash paid for equity interest | $ 46,000 | ||||||
Acquisition related adjustment for working capital settlement | 5,150 | ||||||
Current assets | 21,804 | ||||||
Property, plant and equipment | 942 | ||||||
Goodwill | 35,048 | ||||||
Other intangible assets | 10,220 | ||||||
Total assets acquired | 68,014 | ||||||
Current liabilities | 16,674 | ||||||
Other long-term liabilities | 190 | ||||||
Net assets acquired | 51,150 | ||||||
Cash acquired | 10,331 | ||||||
Business Combination, Consideration Transferred | $ 40,819 | ||||||
Warranty reserve working capital provision | $ 2,600 | $ 2,600 | |||||
Baillie Tank Equipment, Ltd. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs | $ 800 | $ 900 | |||||
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 long-term liabilities | 407 | ||||||
Net assets acquired | 13,641 | ||||||
Cash acquired | 592 | ||||||
Business Combination, Consideration Transferred | $ 13,049 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Feb. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Houston Interests, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 21,804 | |||||
Business Acquisition, Effective Date of Acquisition | Dec. 12, 2016 | |||||
Business Acquisition, Name of Acquired Entity | Houston Interests, LLC | |||||
Business Combination, Consideration Transferred | $ 40,819 | |||||
Acquisition costs | $ 100 | $ 500 | ||||
Revenue of Acquiree since Acquisition Date, Actual | 14,100 | 16,400 | ||||
Earnings of Acquiree since Acquisition Date, Actual | (100) | (400) | ||||
Baillie Tank Equipment, Ltd. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 5,574 | |||||
Business Acquisition, Effective Date of Acquisition | Feb. 1, 2016 | |||||
Business Acquisition, Name of Acquired Entity | Baillie Tank Equipment, Ltd. (“BTE”) | |||||
Business Combination, Consideration Transferred | $ 13,049 | |||||
Economic purchase price | $ 15,400 | |||||
Acquisition costs | $ 800 | $ 900 | ||||
Revenue of Acquiree since Acquisition Date, Actual | 3,000 | 5,800 | 3,500 | |||
Earnings of Acquiree since Acquisition Date, Actual | $ 0 | $ 300 | $ 700 |
Acquisitions Pro Forma (Details
Acquisitions Pro Forma (Details) - Houston Interests, LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 251,237 | $ 334,228 | $ 941,536 | $ 1,047,246 |
Net income attributable to Matrix Service Company | $ (13,202) | $ 4,113 | $ 5,231 | $ 22,623 |
Basic earnings per common share | $ (0.50) | $ 0.15 | $ 0.20 | $ 0.85 |
Diluted earnings per common share | $ (0.50) | $ 0.15 | $ 0.19 | $ 0.83 |
Acquisitions Pro Forma Narrativ
Acquisitions Pro Forma Narrative (Details) - Houston Interests, LLC [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Pro forma acquisition costs | $ 0.4 | $ 3.4 | ||
Pro forma acquisition costs, amortized over time | 0.4 | $ 0.3 | 1.1 | $ 0.8 |
Pro forma interest expense | 0.4 | 0.7 | 1 | |
Pro forma depreciation and amortization expense | $ 0.6 | 0.5 | 0.8 | 1.4 |
Pro forma income tax expense | $ 0.6 | $ 4.3 | $ 1.8 |
Uncompleted Contracts - Gross a
Uncompleted Contracts - Gross and Net Amounts of Uncompleted Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Disclosure Customer Contracts Additional Information [Abstract] | ||
Costs incurred and estimated earnings recognized on uncompleted contracts | $ 1,266,388 | $ 1,875,014 |
Billings on uncompleted contracts | 1,271,826 | 1,829,340 |
Total | (5,438) | 45,674 |
Shown on balance sheet as: | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 69,986 | 104,001 |
Billings on uncompleted contracts in excess of costs and estimated earnings | 75,424 | 58,327 |
Total | $ (5,438) | $ 45,674 |
Uncompleted Contracts - Additio
Uncompleted Contracts - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | |
Customer Contracts [Line Items] | |||
Contract Receivable Retainage, Due in Next Twelve Months | $ 55 | $ 55 | $ 29.7 |
Contract Receivable Retainage, Due after Next Twelve Months | $ 0.3 | ||
Change In Accounting Estimate, Financial Effect, Operating Income | $ (18.9) | $ (13.7) |
Intangible Assets Including G32
Intangible Assets Including Goodwill - Carrying Value of Goodwill By Segment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2017 | Dec. 12, 2016 | Feb. 01, 2016 | |
Goodwill [Line Items] | |||
Goodwill | $ 78,293 | ||
Goodwill [Roll Forward] | |||
Net balance at June 30, 2015 | 78,293 | ||
Goodwill, Acquired During Period | 35,048 | ||
Goodwill, Purchase Accounting Adjustments | 88 | ||
Translation adjustment | (247) | ||
Net balance at March 31, 2017 | 113,182 | ||
Electrical Infrastructure [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 42,170 | ||
Goodwill [Roll Forward] | |||
Net balance at June 30, 2015 | 42,170 | ||
Goodwill, Acquired During Period | 0 | ||
Goodwill, Purchase Accounting Adjustments | 0 | ||
Translation adjustment | (175) | ||
Net balance at March 31, 2017 | 41,995 | ||
Oil Gas & Chemical [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 14,008 | ||
Goodwill [Roll Forward] | |||
Net balance at June 30, 2015 | 14,008 | ||
Goodwill, Acquired During Period | 28,739 | ||
Goodwill, Purchase Accounting Adjustments | 0 | ||
Translation adjustment | 0 | ||
Net balance at March 31, 2017 | 42,747 | ||
Storage Solutions [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 16,681 | ||
Goodwill [Roll Forward] | |||
Net balance at June 30, 2015 | 16,681 | ||
Goodwill, Acquired During Period | 0 | ||
Goodwill, Purchase Accounting Adjustments | 88 | ||
Translation adjustment | (39) | ||
Net balance at March 31, 2017 | 16,730 | ||
Industrial [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 5,434 | ||
Goodwill [Roll Forward] | |||
Net balance at June 30, 2015 | 5,434 | ||
Goodwill, Acquired During Period | 6,309 | ||
Goodwill, Purchase Accounting Adjustments | 0 | ||
Translation adjustment | (33) | ||
Net balance at March 31, 2017 | $ 11,710 | ||
Baillie Tank Equipment, Ltd. [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 7,030 | ||
Houston Interests, LLC [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 35,048 |
Intangible Assets Including G33
Intangible Assets Including Goodwill - Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 43,921 | $ 43,921 | $ 33,826 | |||
Accumulated Amortization | (16,140) | (16,140) | (12,827) | |||
Net Carrying Amount | 27,781 | 27,781 | 20,999 | |||
Total intangible assets, net carrying amount | 27,781 | 27,781 | 20,999 | |||
Amortization expense | 1,600 | $ 1,000 | 3,400 | $ 2,600 | ||
Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 2,579 | 2,579 | 2,579 | |||
Accumulated Amortization | (1,380) | (1,380) | (1,246) | |||
Net Carrying Amount | 1,199 | $ 1,199 | 1,333 | |||
Intellectual Property [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years | ||||
Intellectual Property [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 38,094 | $ 38,094 | 28,179 | |||
Accumulated Amortization | (12,209) | (12,209) | (9,655) | |||
Net Carrying Amount | 25,885 | $ 25,885 | 18,524 | |||
Customer Relationships [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year 6 months | ||||
Customer Relationships [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||||
Noncompete Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 1,453 | $ 1,453 | 1,453 | |||
Accumulated Amortization | (1,245) | (1,245) | (1,102) | |||
Net Carrying Amount | 208 | $ 208 | 351 | |||
Noncompete Agreements [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 4 years | 4 years | ||||
Noncompete Agreements [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | ||||
Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 1,795 | $ 1,795 | 1,615 | |||
Accumulated Amortization | (1,306) | (1,306) | (824) | |||
Net Carrying Amount | 489 | $ 489 | $ 791 | |||
Trade Names [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 3 years | ||||
Trade Names [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 5 years | ||||
Houston Interests, LLC [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 700 | $ 900 | ||||
Houston Interests, LLC [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 10,000 | |||||
Houston Interests, LLC [Member] | Customer Relationships [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Houston Interests, LLC [Member] | Customer Relationships [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||||
Houston Interests, LLC [Member] | Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 200 | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year |
Intangible Assets Including G34
Intangible Assets Including Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 12, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 1,600 | $ 1,000 | $ 3,400 | $ 2,600 | ||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 43,921 | 43,921 | $ 33,826 | |||
Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 2,579 | 2,579 | 2,579 | |||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 38,094 | 38,094 | 28,179 | |||
Noncompete Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 1,453 | 1,453 | 1,453 | |||
Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 1,795 | $ 1,795 | $ 1,615 | |||
Minimum [Member] | Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years | ||||
Minimum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year 6 months | ||||
Minimum [Member] | Noncompete Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 4 years | 4 years | ||||
Minimum [Member] | Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 3 years | ||||
Maximum [Member] | Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||||
Maximum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||||
Maximum [Member] | Noncompete Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | ||||
Maximum [Member] | Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 5 years | ||||
Houston Interests, LLC [Member] | ||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 700 | $ 900 | ||||
Houston Interests, LLC [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 10,000 | |||||
Houston Interests, LLC [Member] | Trade Names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 200 | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Houston Interests, LLC [Member] | Minimum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Houston Interests, LLC [Member] | Maximum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years |
Intangible Assets Including G35
Intangible Assets Including Goodwill Future Expected Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 1,543 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 4,728 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 3,487 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 3,477 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 3,459 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 2,616 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 8,471 | |
Finite-Lived Intangible Assets, Net | $ 27,781 | $ 20,999 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2017USD ($)Rate | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | |
Credit Agreement Terms | |||
Senior secured revolving credit facility | $ | $ 300,000 | $ 250,000 | $ 200,000 |
Line Of Credit Facility Expiration Date | Feb. 8, 2022 | ||
Senior Leverage Ratio, Maximum | 3 | ||
Senior Leverage Ratio, Minimum | 1 | ||
Fixed Charge Coverage Ratio, Maximum | 1.25 | ||
Fixed Charge Coverage Ratio, Minimum | 1 | ||
Amount of Limit on Asset Dispositions | $ | $ 20,000 | ||
Additional Margin on alternate base rate loans, Minimum | 0.625% | ||
Additional Margin on alternate base rate loans, Maximum | 1.625% | ||
Sublimit on Australian Dollar, Canadian Dollar, Euro and Pounds Sterling | $ | $ 75,000 | ||
Sub-limit on letters of credit under the credit facility | $ | $ 200,000 | ||
Additional Margin on Adjusted LIBO, EURIBO and CDOR loans, Minimum | 1.625% | ||
Additional Margin on Adjusted LIBO, EURIBO and CDOR loans, Maximum | 2.625% | ||
Additional Margin on Canadian prime rate loans, Minimum | 2.125% | ||
Additional Margin on Canadian prime rate loans, Maximum | 3.125% | ||
Consolidated EBITDA as defined in the Credit Agreement | $ | $ 55,400 | ||
Consolidated funded indebtedness | $ | $ 51,700 | ||
Minimum [Member] | |||
Credit Agreement Terms | |||
Unused Credit Facility Fee | 0.25% | ||
Maximum [Member] | |||
Credit Agreement Terms | |||
Unused Credit Facility Fee | 0.45% |
Debt - Availability Under The S
Debt - Availability Under The Senior Credit Facility (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Debt Disclosure [Abstract] | |||
Senior credit facility | $ 300,000 | $ 250,000 | $ 200,000 |
Capacity Constraint Due To Senior Leverage Ratio | 133,713 | 20,138 | |
Line Of Credit Facility Maximum Borrowing Capacity After Consideration Of Capacity Constraint | 166,287 | 179,862 | |
Line of Credit Facility, Amount Outstanding | 44,139 | 0 | |
Letters of credit subject to the credit facility | 15,378 | 20,755 | |
Availability under the senior credit facility | $ 106,770 | $ 159,107 |
Income Taxes Income Taxes (Deta
Income Taxes Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 38.70% | 41.40% | 933.60% | 35.60% |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 0.3 | $ 0.1 | $ 0.9 | $ 1.3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Jun. 30, 2016 |
Power Generation Project Unapproved Change Orders and Claims [Line Items] | ||
Unapproved change orders and claims | $ 18.1 | $ 10.3 |
Earnings per Common Share - Com
Earnings per Common Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic [Abstract] | ||||
Net income | $ (13,821) | $ 4,357 | $ 771 | $ 19,729 |
Weighted average shares outstanding - basic (shares) | 26,594 | 26,758 | 26,511 | 26,651 |
Basic EPS (US$ per share) | $ (0.52) | $ 0.16 | $ 0.03 | $ 0.74 |
Earnings Per Share, Diluted [Abstract] | ||||
Dilutive stock options | 0 | 57 | 51 | 73 |
Dilutive nonvested deferred shares | 0 | 239 | 276 | 467 |
Diluted weighted average shares (shares) | 26,594 | 27,054 | 26,838 | 27,191 |
Diluted EPS (US$ per share) | $ (0.52) | $ 0.16 | $ 0.03 | $ 0.73 |
Earnings per Common Share - Ant
Earnings per Common Share - Antidilutive Securities Excluded from the Calculation of Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities | 46 | 0 | 0 | 0 |
Nonvested Deferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities | 533 | 269 | 173 | 113 |
Segment Information - Results o
Segment Information - Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||
Gross revenues | $ 252,259 | $ 310,172 | $ 914,513 | $ 956,568 | |
Revenues | 251,237 | 309,422 | 905,673 | 952,282 | |
Gross profit | (2,614) | 27,303 | 57,876 | 91,892 | |
Operating income | (21,210) | 6,347 | 1,328 | 26,383 | |
Segment assets | 580,268 | 580,268 | $ 564,967 | ||
Goodwill | 113,182 | 113,182 | 78,293 | ||
Electrical Infrastructure [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 82,032 | 94,414 | 273,215 | 251,437 | |
Revenues | 82,032 | 94,414 | 273,215 | 251,437 | |
Gross profit | (13,371) | 10,407 | (896) | 19,136 | |
Operating income | (16,306) | 4,948 | (13,085) | 5,425 | |
Segment assets | 167,280 | 167,280 | 135,298 | ||
Goodwill | 41,995 | 41,995 | 42,170 | ||
Oil Gas & Chemical [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 69,295 | 56,251 | 164,036 | 188,682 | |
Revenues | 68,888 | 55,729 | 157,144 | 185,580 | |
Gross profit | 4,333 | 2,616 | 6,765 | 14,270 | |
Operating income | (2,199) | (1,964) | (7,054) | (3,577) | |
Segment assets | 142,551 | 142,551 | 91,350 | ||
Goodwill | 42,747 | 42,747 | 14,008 | ||
Storage Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 74,431 | 132,857 | 403,008 | 400,074 | |
Revenues | 74,052 | 132,629 | 402,331 | 399,034 | |
Gross profit | 5,456 | 15,108 | 48,980 | 49,766 | |
Operating income | (1,552) | 6,382 | 23,463 | 24,305 | |
Segment assets | 169,829 | 169,829 | 201,875 | ||
Goodwill | 16,730 | 16,730 | 16,681 | ||
Industrial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 26,501 | 26,650 | 74,254 | 116,375 | |
Revenues | 26,265 | 26,650 | 72,983 | 116,231 | |
Gross profit | 968 | (828) | 3,027 | 8,720 | |
Operating income | (1,153) | (3,019) | (1,996) | 230 | |
Segment assets | 45,623 | 45,623 | 67,569 | ||
Goodwill | 11,710 | 11,710 | 5,434 | ||
Other Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment assets | 54,985 | 54,985 | $ 68,875 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 1,022 | 750 | 8,840 | 4,286 | |
Intersegment Eliminations [Member] | Oil Gas & Chemical [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 407 | 522 | 6,892 | 3,102 | |
Intersegment Eliminations [Member] | Storage Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | 379 | 228 | 677 | 1,040 | |
Intersegment Eliminations [Member] | Industrial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenues | $ 236 | $ 0 | $ 1,271 | $ 144 |