UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
__________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 4, 2015
___________________
Matrix Service Company
(Exact Name of Registrant as Specified in Its Charter)
___________________
DELAWARE | 001-15461 | 73-1352174 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5100 E Skelly Dr., Suite 700, Tulsa, OK | 74135 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
918-838-8822
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On February 4, 2015, Matrix Service Company (the “Company”) issued a press release announcing financial results for the second quarter and six months ended December 31, 2014. The full text of the press release is attached as Exhibit 99 to this Current Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99 attached hereto is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibit is furnished herewith:
Exhibit No. | Description | |
99 | Press Release dated February 4, 2015, announcing financial results for the second quarter and six months ended December 31, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Matrix Service Company | ||||
Dated: February 4, 2015 | By: | /s/ Kevin S. Cavanah | ||
Kevin S. Cavanah | ||||
Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
99 | Press Release dated February 4, 2015, announcing financial results for the second quarter and six months ended December 31, 2014. | |
Exhibit 99
MATRIX SERVICE COMPANY ANNOUNCES SECOND QUARTER RESULTS; MAINTAINS REVENUE GUIDANCE, LOWERS EARNINGS GUIDANCE DUE TO A PROJECT CHARGE
• | Project charge reduces second quarter earnings per share by $0.29 to $0.12 |
• | Exclusive of project charge, Company experiences strong margin performance across all segments |
• | Revenue increases from the first to second quarter lead to higher absorption of construction overhead costs |
• | Year-to-date project awards total $587.7 million excluding recently announced construction award for TransCanada's Napanee Generating Station |
TULSA, OK – February 4, 2015 – Matrix Service Company (Nasdaq: MTRX) today reported its financial results for the second quarter and six months ended December 31, 2014.
"While the second quarter of this fiscal year has been challenging, our performance and outlook remain strong across all segments. Higher quarterly revenue has resulted in improved segment margins due to better absorption of the construction overhead cost structure. Year-to-date project awards have been good and bid flow continues to be strong. Subsequent to the end of the quarter, we were awarded the construction work on a new 900 megawatt combined cycle gas-fired power generation station for TransCanada Energy, further enhancing our long-term backlog,” said John Hewitt, President and CEO of Matrix Service Company.
“That said, the quarter was negatively impacted by a charge on an acquired EPC joint venture project in the Electrical Infrastructure segment which has resulted in our lowering the full year earnings guidance. This charge resulted from delays, technical impacts and additional work that has compressed our delivery schedule obligations. This project is scheduled to be complete within the current fiscal year. Exclusive of this project, the business continues to perform well. Our strategic vision for the Company as well as the long-term strength of our markets has not changed."
The following financial results include the acquired EPC joint venture project. The Company has a 65 percent controlling interest in the joint venture and consolidates the joint venture operating results into the Company's financial statements and reports the minority interest holder's 35 percent share of joint venture activity as a non-controlling interest. The information below represents the consolidated results of the Company and, unless noted otherwise, includes 100 percent of the joint venture activity.
Second Quarter Fiscal 2015 Results
Revenues for the second quarter ended December 31, 2014 were $342.9 million compared to $311.0 million in the same period a year earlier, an increase of $31.9 million, or 10.3%. Our share of the acquired EPC joint venture project charge reduced second quarter of fiscal 2015 net income by $7.9 million to $3.3 million, and reduced fully diluted earnings per share by $0.29 to $0.12. In the same period a year earlier, the Company earned $10.3 million, or $0.38 per fully diluted share.
On a segment basis, consolidated revenues increased in the Industrial, Electrical Infrastructure and Oil Gas & Chemical segments by $48.0 million, $21.3 million and $13.4 million respectively, partially offset by a decrease in the Storage Solutions segment of $50.8 million.
Consolidated gross profit was $16.0 million in the three months ended December 31, 2014 compared to $34.2 million in the three months ended December 31, 2013. Fiscal 2015 gross margins were reduced by 6.7% to 4.7% related to a charge of $22.9 million on an acquired EPC joint venture power generation project. Fiscal 2014 gross margins were 11.0%.
Selling, general and administrative costs were $19.6 million, in the second quarter of fiscal 2015 compared to $19.3 million in the same period a year earlier. SG&A expense as a percentage of revenue decreased to 5.7% in the three months ended December 31, 2014 compared to 6.2% for the three months ended December 31, 2013.
Six Month Fiscal 2015 Results
Revenues for the six months ended December 31, 2014 were $664.6 million compared to $537.2 million in the same period a year earlier, an increase of $127.4 million, or 23.7%. Our share of the acquired EPC joint venture project charge reduced net income for the six months ended December 31, 2014 by $9.0 million to $9.2 million, and reduced fully diluted earnings per share by $0.33 to $0.34. In the same period a year earlier, the Company earned $16.9 million, or $0.63 per fully diluted share.
On a segment basis, consolidated revenues increased in the Industrial, Electrical Infrastructure and Oil Gas & Chemical segments by $104.7 million, $44.1 million and $4.2 million respectively, partially offset by a decrease in the Storage Solutions segment of $25.6 million.
Consolidated gross profit was $44.3 million in the six months ended December 31, 2014 compared to $59.6 million in the six months ended December 31, 2013. Fiscal 2015 gross margins were reduced by 4.4% to 6.7% related to a charge of $26.2 million on an acquired EPC joint venture power generation project. Fiscal 2014 gross margins were 11.1%.
Consolidated SG&A expenses were $39.5 million in the six months ended December 31, 2014 compared to $34.0 million in the same period a year earlier. SG&A expense as a percentage of revenue was 5.9% in the six months ended December 31, 2014 compared to 6.3% in the same period a year earlier.
Backlog
Backlog at December 31, 2014 totaled $839.0 million, a decrease of $76.8 million, or 8.4%, compared to the backlog at June 30, 2014 of $915.8 million. Backlog decreased $145.7 million, or 14.8%, compared to September 30, 2014 backlog of $984.7 million. Project awards totaled $197.2 million and $587.7 million in the three and six months ended December 31, 2014. Backlog at December 31, 2014 does not include the recently announced construction award for the Napanee Generating Station discussed earlier in this earnings release.
Financial Position
Availability under the Company's credit facility of $145.9 million along with the Company's cash balance of $68.6 million provided liquidity of $214.5 million at December 31, 2014.
Earnings Guidance
The Company is maintaining its fiscal 2015 revenue guidance of between $1.425 billion and $1.525 billion and lowering earnings per fully diluted share guidance to between $1.10 and $1.25.
Conference Call Details
In conjunction with the earnings release, Matrix Service Company will host a conference call with John R. Hewitt, President and CEO, and Kevin S. Cavanah, Vice President and CFO. The call will take place at 11:00 a.m. (Eastern) / 10:00 a.m. (Central) on Thursday, February 5, 2015 and will be simultaneously broadcast live over the Internet which can be accessed at the Company’s website at matrixservicecompany.com on the Investors’ page under Conference Calls/Events. Please allow extra time prior to the call to visit the site and download the streaming media software required to listen to the Internet broadcast. The conference call will be recorded and will be available for replay within one hour of completion of the live call and can be accessed following the same link as the live call.
About Matrix Service Company
Matrix Service Company provides engineering, fabrication, construction and repair and maintenance services to the Electrical Infrastructure, Oil Gas & Chemical, Storage Solutions and Industrial markets.
The Company is headquartered in Tulsa, Oklahoma, with regional operating facilities throughout the United States and Canada.
This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as “anticipate,” “continues,” “expect,” “forecast,” “outlook,” “believe,” “estimate,” “should” and “will” and words of similar effect that convey future meaning, concerning the Company’s operations, economic performance and management’s best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including those factors discussed in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in the Company’s reports and filings made from time to time with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond the control of the Company, and any one of which, or a combination of which, could materially and adversely affect the results of the Company's operations and its financial condition. We undertake no obligation to update information contained in this release, except as required by law.
For more information, please contact:
Matrix Service Company
Kevin S. Cavanah
Vice President and CFO
T: 918-838-8822
Email:kcavanah@matrixservicecompany.com
Matrix Service Company
Consolidated Statements of Income
(In thousands, except per share data)
Three Months Ended | Six Months Ended | |||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||||
Revenues | $ | 342,880 | $ | 310,998 | $ | 664,563 | $ | 537,215 | ||||||||
Cost of revenues | 326,925 | 276,848 | 620,229 | 477,589 | ||||||||||||
Gross profit | 15,955 | 34,150 | 44,334 | 59,626 | ||||||||||||
Selling, general and administrative expenses | 19,626 | 19,333 | 39,458 | 34,047 | ||||||||||||
Operating income | (3,671 | ) | 14,817 | 4,876 | 25,579 | |||||||||||
Other income (expense): | ||||||||||||||||
Interest expense | (300 | ) | (351 | ) | (652 | ) | (574 | ) | ||||||||
Interest income | 308 | 8 | 350 | 13 | ||||||||||||
Other | (28 | ) | (68 | ) | 29 | (156 | ) | |||||||||
Income (loss) before income tax expense | (3,691 | ) | 14,406 | 4,603 | 24,862 | |||||||||||
Provision for federal, state and foreign income taxes | 1,155 | 4,095 | 4,779 | 7,999 | ||||||||||||
Net income (loss) | $ | (4,846 | ) | $ | 10,311 | $ | (176 | ) | $ | 16,863 | ||||||
Less: Net income (loss) attributable to noncontrolling interest | (8,132 | ) | 5 | (9,376 | ) | 5 | ||||||||||
Net income attributable to Matrix Service Company | $ | 3,286 | $ | 10,306 | $ | 9,200 | $ | 16,858 | ||||||||
Basic earnings per common share | $ | 0.12 | $ | 0.39 | $ | 0.35 | $ | 0.64 | ||||||||
Diluted earnings per common share | $ | 0.12 | $ | 0.38 | $ | 0.34 | $ | 0.63 | ||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 26,600 | 26,245 | 26,535 | 26,180 | ||||||||||||
Diluted | 27,156 | 26,884 | 27,154 | 26,772 | ||||||||||||
Matrix Service Company
Consolidated Balance Sheets
(In thousands)
December 31, 2014 | June 30, 2014 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 68,568 | $ | 77,115 | ||||
Accounts receivable, less allowances (December 31, 2014— $563 and June 30, 2014—$204) | 215,142 | 204,692 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 69,573 | 73,008 | ||||||
Deferred income taxes | 6,262 | 5,994 | ||||||
Inventories | 3,013 | 3,045 | ||||||
Income taxes receivable | 6,165 | 2,797 | ||||||
Other current assets | 7,321 | 8,897 | ||||||
Total current assets | 376,044 | 375,548 | ||||||
Property, plant and equipment at cost: | ||||||||
Land and buildings | 31,783 | 31,737 | ||||||
Construction equipment | 85,966 | 82,745 | ||||||
Transportation equipment | 45,098 | 42,087 | ||||||
Office equipment and software | 27,145 | 26,026 | ||||||
Construction in progress | 7,077 | 9,892 | ||||||
197,069 | 192,487 | |||||||
Accumulated depreciation | (109,844 | ) | (103,315 | ) | ||||
87,225 | 89,172 | |||||||
Goodwill | 72,212 | 69,837 | ||||||
Other intangible assets | 26,797 | 28,676 | ||||||
Other assets | 3,804 | 5,699 | ||||||
Total assets | $ | 566,082 | $ | 568,932 | ||||
Matrix Service Company
Consolidated Balance Sheets (continued)
(In thousands, except share data)
December 31, 2014 | June 30, 2014 | ||||||
Liabilities and stockholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 93,154 | $ | 111,863 | |||
Billings on uncompleted contracts in excess of costs and estimated earnings | 127,614 | 108,440 | |||||
Accrued wages and benefits | 25,207 | 36,226 | |||||
Accrued insurance | 8,437 | 8,605 | |||||
Income taxes payable | 2,013 | — | |||||
Other accrued expenses | 9,334 | 4,727 | |||||
Total current liabilities | 265,759 | 269,861 | |||||
Deferred income taxes | 6,740 | 5,167 | |||||
Borrowings under senior credit facility | 11,789 | 11,621 | |||||
Total liabilities | 284,288 | 286,649 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Matrix Service Company stockholders' equity: | |||||||
Common stock—$.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued as of December 31, 2014, and June 30, 2014 | 279 | 279 | |||||
Additional paid-in capital | 119,852 | 119,777 | |||||
Retained earnings | 186,437 | 177,237 | |||||
Accumulated other comprehensive loss | (3,453 | ) | (182 | ) | |||
303,115 | 297,111 | ||||||
Less: Treasury stock, at cost— 1,193,039 shares as of December 31, 2014, and 1,453,770 shares as of June 30, 2014 | (13,712 | ) | (16,595 | ) | |||
Total Matrix Service Company stockholders’ equity | 289,403 | 280,516 | |||||
Noncontrolling interest | (7,609 | ) | 1,767 | ||||
Total stockholders' equity | 281,794 | 282,283 | |||||
Total liabilities and stockholders’ equity | $ | 566,082 | $ | 568,932 | |||
Matrix Service Company
Results of Operations
(In thousands)
Three Months Ended | Six Months Ended | |||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||||
Gross revenues | ||||||||||||||||
Electrical Infrastructure | $ | 58,533 | $ | 37,180 | $ | 114,206 | $ | 70,057 | ||||||||
Oil Gas & Chemical | 76,419 | 62,121 | 130,618 | 124,913 | ||||||||||||
Storage Solutions | 129,987 | 180,655 | 263,337 | 289,201 | ||||||||||||
Industrial | 79,972 | 31,130 | 159,332 | 53,821 | ||||||||||||
Total gross revenues | $ | 344,911 | $ | 311,086 | $ | 667,493 | $ | 537,992 | ||||||||
Less: Inter-segment revenues | ||||||||||||||||
Electrical Infrastructure | $ | — | $ | — | $ | — | $ | — | ||||||||
Oil Gas & Chemical | 962 | 10 | 1,802 | 307 | ||||||||||||
Storage Solutions | 182 | 78 | 241 | 470 | ||||||||||||
Industrial | 887 | — | 887 | — | ||||||||||||
Total inter-segment revenues | $ | 2,031 | $ | 88 | $ | 2,930 | $ | 777 | ||||||||
Consolidated revenues | ||||||||||||||||
Electrical Infrastructure | $ | 58,533 | $ | 37,180 | $ | 114,206 | $ | 70,057 | ||||||||
Oil Gas & Chemical | 75,457 | 62,111 | 128,816 | 124,606 | ||||||||||||
Storage Solutions | 129,805 | 180,577 | 263,096 | 288,731 | ||||||||||||
Industrial | 79,085 | 31,130 | 158,445 | 53,821 | ||||||||||||
Total consolidated revenues | $ | 342,880 | $ | 310,998 | $ | 664,563 | $ | 537,215 | ||||||||
Gross profit (loss) | ||||||||||||||||
Electrical Infrastructure | $ | (16,058 | ) | $ | 3,854 | $ | (16,547 | ) | $ | 7,184 | ||||||
Oil Gas & Chemical | 7,352 | 6,686 | 11,738 | 14,217 | ||||||||||||
Storage Solutions | 14,231 | 19,788 | 28,749 | 32,625 | ||||||||||||
Industrial | 10,430 | 3,822 | 20,394 | 5,600 | ||||||||||||
Total gross profit | $ | 15,955 | $ | 34,150 | $ | 44,334 | $ | 59,626 | ||||||||
Operating income (loss) | ||||||||||||||||
Electrical Infrastructure | $ | (18,522 | ) | $ | 860 | $ | (22,178 | ) | $ | 2,160 | ||||||
Oil Gas & Chemical | 2,682 | 2,407 | 3,260 | 5,670 | ||||||||||||
Storage Solutions | 6,627 | 10,760 | 13,730 | 16,592 | ||||||||||||
Industrial | 5,542 | 790 | 10,064 | 1,157 | ||||||||||||
Total operating income | $ | (3,671 | ) | $ | 14,817 | $ | 4,876 | $ | 25,579 | |||||||
Matrix Service Company
Consolidated Statements of Cash Flows
(In thousands)
Six Months Ended | |||||||
December 31, 2014 | December 31, 2013 | ||||||
Operating activities: | |||||||
Net income (loss) | $ | (176 | ) | $ | 16,863 | ||
Adjustments to reconcile net income to net cash provided (used) by operating activities: | |||||||
Depreciation and amortization | 11,540 | 7,551 | |||||
Deferred income tax | 1,011 | (2,102 | ) | ||||
Gain on sale of property, plant and equipment | (120 | ) | (57 | ) | |||
Provision for uncollectible accounts | 451 | (36 | ) | ||||
Stock-based compensation expense | 3,168 | 2,515 | |||||
Excess tax benefit of exercised stock options and vesting of deferred shares | (1,731 | ) | 1,069 | ||||
Other | 118 | 100 | |||||
Changes in operating assets and liabilities increasing (decreasing) cash, net of effects from acquisitions: | |||||||
Accounts receivable | (9,243 | ) | 11,665 | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 3,435 | (4,835 | ) | ||||
Inventories | 32 | (159 | ) | ||||
Other assets and liabilities | 3,247 | (123 | ) | ||||
Accounts payable | (19,429 | ) | 32,712 | ||||
Billings on uncompleted contracts in excess of costs and estimated earnings | 19,174 | (9,525 | ) | ||||
Accrued expenses | (6,099 | ) | (5,174 | ) | |||
Net cash provided by operating activities | 5,378 | 50,464 | |||||
Investing activities: | |||||||
Acquisition of property, plant and equipment | (7,711 | ) | (11,965 | ) | |||
Acquisition (Note 2) | (5,551 | ) | (51,398 | ) | |||
Proceeds from asset sales | 290 | 326 | |||||
Net cash used by investing activities | $ | (12,972 | ) | $ | (63,037 | ) | |
Matrix Service Company
Consolidated Statements of Cash Flows (continued)
(In thousands)
Six Months Ended | |||||||
December 31, 2014 | December 31, 2013 | ||||||
Financing activities: | |||||||
Issuances of common stock | $ | 364 | $ | 602 | |||
Excess tax benefit of exercised stock options and vesting of deferred shares | 1,731 | 6 | |||||
Advances under credit agreement | 9,272 | 33,318 | |||||
Repayments of advances under credit agreement | (9,104 | ) | (10,127 | ) | |||
Proceeds received for treasury shares sold to Employee Stock Purchase Plan | 134 | 38 | |||||
Treasury shares purchased from employees to satisfy tax withholding obligations | (2,439 | ) | (1,638 | ) | |||
Net cash provided (used) by financing activities | (42 | ) | 22,199 | ||||
Effect of exchange rate changes on cash | (911 | ) | (84 | ) | |||
Net increase (decrease) in cash and cash equivalents | (8,547 | ) | 9,542 | ||||
Cash and cash equivalents, beginning of period | 77,115 | 63,750 | |||||
Cash and cash equivalents, end of period | $ | 68,568 | $ | 73,292 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the period for: | |||||||
Income taxes | $ | 5,905 | $ | 6,812 | |||
Interest | $ | 748 | $ | 462 | |||
Non-cash investing and financing activities: | |||||||
Purchases of property, plant and equipment on account | $ | 185 | $ | 1,079 | |||
Backlog
We define backlog as the total dollar amount of revenues that we expect to recognize as a result of performing work that has been awarded to us through a signed contract, notice to proceed or other type of assurance that we consider firm. The following arrangements are considered firm:
• | fixed-price awards; |
• | minimum customer commitments on cost plus arrangements; and |
• | certain time and material arrangements in which the estimated value is firm or can be estimated with a reasonable amount of certainty in both timing and amounts. |
For long-term maintenance contracts and other established arrangements, we include only the amounts that we expect to recognize into revenue over the next 12 months. For all other arrangements, we calculate backlog as the estimated contract amount less revenues recognized as of the reporting date.
Three Months Ended December 31, 2014
The following table provides a summary of changes in our backlog for the three months ended December 31, 2014:
Electrical Infrastructure | Oil Gas & Chemical | Storage Solutions | Industrial | Total | |||||||||||||||
(In thousands) | |||||||||||||||||||
Backlog as of September 30, 2014 | $ | 150,023 | $ | 145,499 | $ | 538,038 | $ | 151,100 | $ | 984,660 | |||||||||
Project awards | 32,668 | 77,665 | 38,644 | 48,214 | 197,191 | ||||||||||||||
Revenue recognized | (58,533 | ) | (75,457 | ) | (129,805 | ) | (79,085 | ) | (342,880 | ) | |||||||||
Backlog as of December 31, 2014 | $ | 124,158 | $ | 147,707 | $ | 446,877 | $ | 120,229 | $ | 838,971 | |||||||||
Six Months Ended December 31, 2014
The following table provides a summary of changes in our backlog for the six months ended December 31, 2014:
Electrical Infrastructure | Oil Gas & Chemical | Storage Solutions | Industrial | Total | |||||||||||||||
(In thousands) | |||||||||||||||||||
Backlog as of June 30, 2014 | $ | 162,136 | $ | 110,217 | $ | 482,631 | $ | 160,842 | $ | 915,826 | |||||||||
Project awards | 76,228 | 166,306 | 227,342 | 117,832 | 587,708 | ||||||||||||||
Revenue recognized | (114,206 | ) | (128,816 | ) | (263,096 | ) | (158,445 | ) | (664,563 | ) | |||||||||
Backlog as of December 31, 2014 | $ | 124,158 | $ | 147,707 | $ | 446,877 | $ | 120,229 | $ | 838,971 | |||||||||