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 7, 2011
Matrix Service Company
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 001-15461 | 73-1352174 | |
| (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 7, 2011, Matrix Service Company (the “Company”) issued a press release announcing financial results for the second quarter and first six months of the fiscal year ending June 30, 2011. 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 7, 2011, announcing financial results for the second quarter and first six months of the fiscal year ending June 30, 2011. | |
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 7, 2011 | ||||
| By: | /s/ Kevin S. Cavanah | |||
| Kevin S. Cavanah | ||||
| Vice President and Chief Financial Officer signing on behalf of the registrant and as the registrant’s Principal Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press Release dated February 7, 2011, announcing financial results for the second quarter and first six months of the fiscal year ending June 30, 2011. | |
Exhibit 99
MATRIX SERVICE ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED DECEMBER 31, 2010
TULSA, OK – February, 7, 2011 – Matrix Service Co. (Nasdaq: MTRX) today reported its financial results for the three and six months ended December 31, 2010.
Second Quarter of Fiscal 2011 Results
Revenues for the second quarter ended December 31, 2010 were $175.3 million, an increase of $24.9 million, or 16.6%, from consolidated revenues of $150.4 million in the same period a year earlier. Net income for the second quarter of fiscal 2011 was $5.3 million, or $0.20 per fully diluted share. Net income was $4.5 million, or $0.17 per fully diluted share, in the comparable period a year earlier.
Michael J. Hall, Chairman of the Board of Directors of Matrix Service Company, said, “We are pleased with the results for the quarter and the first half of fiscal 2011. We are also encouraged by the volume of bid activity and improving market conditions in both the Construction Services and Repair and Maintenance Services segments.”
Consolidated gross profit was $19.8 million in the second quarter of fiscal 2011 compared to $18.4 million in the second quarter of fiscal 2010. The increase of $1.4 million was due to higher revenues, partially offset by lower gross margins which decreased to 11.3% in the second quarter of fiscal 2011 compared to 12.3% in the comparable period a year earlier. The decrease in gross margins was due to lower direct margins partially offset by the favorable effect of improved recovery of construction overhead costs in the second quarter of fiscal 2011. Selling, general and administrative expenses for the second quarter of fiscal 2011 were $11.1 million compared to $11.4 million in the second quarter of fiscal 2010.
Six Month Fiscal 2011 Results
Revenues for the six months ended December 31, 2010 were $327.1 million, an increase of $39.0 million, or 13.5%, from consolidated revenues of $288.1 million in the same period a year earlier. Net income for the six months ended December 31, 2010 was $8.4 million, or $0.32 per fully diluted share. Net income was $9.0 million, or $0.34 per fully diluted share, in the comparable period a year earlier.
Consolidated gross profit was $35.5 million for the six months ended December 31, 2010 compared to $35.9 million in the prior fiscal year period. The decrease of $0.4 million was due to lower gross margins which decreased to 10.8% in the six months ended December 31, 2010 compared to 12.4% in the same period a year earlier. The decrease in gross margins was due to lower direct margins partially offset by the favorable effect of improved recovery of construction overhead costs. Selling, general and administrative expenses for the six months ended December 31, 2010 were $21.7 million compared to $21.5 million for the six months ended December 31, 2009.
Financial Position
At December 31, 2010, Matrix Service’s cash balance was $43.7 million. The Company did not borrow under its revolving credit facility during the six months ended December 31, 2010.
Backlog
Consolidated backlog decreased $29.2 million, or 7.4%, to $366.0 million as of December 31, 2010 compared to $395.2 million as of September 30, 2010. The December 31, 2010 backlog remains above the fiscal 2010 year end backlog of $353.2 million.
Earnings Guidance
Matrix Service expects the second half of fiscal 2011 to be consistent with the first half of the fiscal year, with the fourth quarter being much stronger than the third quarter. Further, the Company expects gross margins to increase slightly in the last half of the fiscal year. As a result, Matrix Service is narrowing the range of fiscal 2011 earnings guidance to $0.60 to $0.75 per fully diluted share as compared to its previous earnings guidance of $0.60 to $0.80 per fully diluted share.
Conference Call Details
In conjunction with the press release, Matrix Service will host a conference call with Michael J. Hall, Chairman of the Board of Directors, Kevin S. Cavanah, vice president and CFO, and Joseph F. Montalbano, vice president and COO. The call will take place at 11:00 a.m. (Eastern) / 10:00 a.m. (Central) today and will be simultaneously broadcast live over the Internet at www.matrixservice.com or www.vcall.com. 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 online archive of the broadcast will be available within one hour of completion of the live call.
About Matrix Service Company
Matrix Service Company provides engineering, construction and repair and maintenance services principally to the petroleum, petrochemical, power, bulk storage terminal, pipeline and industrial gas industries.
The Company is headquartered in Tulsa, Oklahoma, with regional operating facilities located in California, Illinois, Michigan, New Jersey, Oklahoma, Pennsylvania, Texas, and Washington in the U.S. and in 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.
For more information, please contact:
Matrix Service Company
Kevin Cavanah
Vice President and CFO
T: 918-838-8822
E: kcavanah@matrixservice.com
Matrix Service Company
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 31, 2010 |
December 31, 2009 |
December 31, 2010 |
December 31, 2009 |
|||||||||||||
| Revenues |
$ | 175,252 | $ | 150,425 | $ | 327,090 | $ | 288,075 | ||||||||
| Cost of revenues |
155,484 | 131,983 | 291,620 | 252,215 | ||||||||||||
| Gross profit |
19,768 | 18,442 | 35,470 | 35,860 | ||||||||||||
| Selling, general and administrative expenses |
11,136 | 11,376 | 21,725 | 21,463 | ||||||||||||
| Operating income |
8,632 | 7,066 | 13,745 | 14,397 | ||||||||||||
| Other income (expense): |
||||||||||||||||
| Interest expense |
(197 | ) | (188 | ) | (367 | ) | (362 | ) | ||||||||
| Interest income |
9 | 17 | 22 | 60 | ||||||||||||
| Other |
83 | 461 | 110 | 544 | ||||||||||||
| Income before income tax expense |
8,527 | 7,356 | 13,510 | 14,639 | ||||||||||||
| Provision for federal, state and foreign income taxes |
3,240 | 2,823 | 5,134 | 5,597 | ||||||||||||
| Net income |
$ | 5,287 | $ | 4,533 | $ | 8,376 | $ | 9,042 | ||||||||
| Basic earnings per common share |
$ | 0.20 | $ | 0.17 | $ | 0.32 | $ | 0.34 | ||||||||
| Diluted earnings per common share |
$ | 0.20 | $ | 0.17 | $ | 0.32 | $ | 0.34 | ||||||||
| Weighted average common shares outstanding: |
||||||||||||||||
| Basic |
26,400 | 26,273 | 26,372 | 26,234 | ||||||||||||
| Diluted |
26,628 | 26,459 | 26,584 | 26,449 | ||||||||||||
Matrix Service Company
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)
| December 31, 2010 |
June 30, 2010 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 43,684 | $ | 50,899 | ||||
| Accounts receivable, less allowances (December 31, 2010 - $1,574 and June 30, 2010 - $1,404) |
109,949 | 87,327 | ||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts |
36,952 | 40,920 | ||||||
| Inventories |
2,401 | 3,451 | ||||||
| Income taxes receivable |
655 | 1,779 | ||||||
| Deferred income taxes |
5,648 | 8,073 | ||||||
| Prepaid expenses |
3,220 | 4,557 | ||||||
| Other current assets |
1,096 | 1,519 | ||||||
| Total current assets |
203,605 | 198,525 | ||||||
| Property, plant and equipment at cost: |
||||||||
| Land and buildings |
27,801 | 27,859 | ||||||
| Construction equipment |
52,556 | 52,086 | ||||||
| Transportation equipment |
19,558 | 19,192 | ||||||
| Office equipment and software |
14,758 | 14,358 | ||||||
| Construction in progress |
4,292 | 1,251 | ||||||
| 118,965 | 114,746 | |||||||
| Accumulated depreciation |
(65,371 | ) | (61,817 | ) | ||||
| 53,594 | 52,929 | |||||||
| Goodwill |
27,384 | 27,216 | ||||||
| Other intangible assets |
4,024 | 4,141 | ||||||
| Other assets |
2,338 | 1,997 | ||||||
| Total assets |
$ | 290,945 | $ | 284,808 | ||||
Matrix Service Company
Condensed Consolidated Balance Sheets (continued)
(In thousands, except share data)
(unaudited)
| December 31, 2010 |
June 30, 2010 |
|||||||
| Liabilities and stockholders’ equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 35,804 | $ | 44,769 | ||||
| Billings on uncompleted contracts in excess of costs and estimated earnings |
39,601 | 28,877 | ||||||
| Accrued insurance |
7,754 | 8,257 | ||||||
| Accrued wages and benefits |
12,786 | 13,538 | ||||||
| Current capital lease obligation |
522 | 772 | ||||||
| Other accrued expenses |
2,821 | 6,572 | ||||||
| Total current liabilities |
99,288 | 102,785 | ||||||
| Long-term capital lease obligation |
96 | 259 | ||||||
| Deferred income taxes |
4,150 | 4,179 | ||||||
| Total liabilities |
103,534 | 107,223 | ||||||
| Commitments and contingencies |
— | — | ||||||
| Stockholders’ equity: |
||||||||
| Common stock - $.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued as of December 31, 2010, and June 30, 2010 |
279 | 279 | ||||||
| Additional paid-in capital |
112,328 | 111,637 | ||||||
| Retained earnings |
89,625 | 81,252 | ||||||
| Accumulated other comprehensive income |
1,251 | 495 | ||||||
| 203,483 | 193,663 | |||||||
| Less: Treasury stock, at cost – 1,469,578 shares as of December 31, 2010, and 1,546,512 shares as of June 30, 2010 |
(16,072 | ) | (16,078 | ) | ||||
| Total stockholders’ equity |
187,411 | 177,585 | ||||||
| Total liabilities and stockholders’ equity |
$ | 290,945 | $ | 284,808 | ||||
Results of Operations
(in thousands)
| Construction Services |
Repair and Maintenance Services |
Other | Total | |||||||||||||
| Three Months Ended December 31, 2010 |
||||||||||||||||
| Gross revenues |
$ | 107,886 | $ | 69,855 | $ | — | $ | 177,741 | ||||||||
| Less: Inter-segment revenues |
2,282 | 207 | — | 2,489 | ||||||||||||
| Consolidated revenues |
105,604 | 69,648 | — | 175,252 | ||||||||||||
| Gross profit |
12,815 | 6,953 | — | 19,768 | ||||||||||||
| Operating income |
6,144 | 2,488 | — | 8,632 | ||||||||||||
| Segment assets |
141,477 | 101,964 | 47,504 | 290,945 | ||||||||||||
| Capital expenditures |
1,286 | 93 | 891 | 2,270 | ||||||||||||
| Depreciation and amortization expense |
1,516 | 1,209 | — | 2,725 | ||||||||||||
| Three Months Ended December 31, 2009 |
||||||||||||||||
| Gross revenues |
$ | 84,511 | $ | 69,849 | $ | — | $ | 154,360 | ||||||||
| Less: Inter-segment revenues |
3,929 | 6 | — | 3,935 | ||||||||||||
| Consolidated revenues |
80,582 | 69,843 | — | 150,425 | ||||||||||||
| Gross profit |
11,894 | 6,548 | — | 18,442 | ||||||||||||
| Operating income |
5,006 | 2,060 | — | 7,066 | ||||||||||||
| Segment assets |
120,697 | 88,760 | 68,806 | 278,263 | ||||||||||||
| Capital expenditures |
234 | 719 | 863 | 1,816 | ||||||||||||
| Depreciation and amortization expense |
1,647 | 1,300 | — | 2,947 | ||||||||||||
| Six Months Ended December 31, 2010 |
||||||||||||||||
| Gross revenues |
$ | 207,506 | $ | 124,286 | $ | — | $ | 331,792 | ||||||||
| Less: Inter-segment revenues |
4,388 | 314 | — | 4,702 | ||||||||||||
| Consolidated revenues |
203,118 | 123,972 | — | 327,090 | ||||||||||||
| Gross profit |
24,159 | 11,311 | — | 35,470 | ||||||||||||
| Operating income |
10,923 | 2,822 | — | 13,745 | ||||||||||||
| Segment assets |
141,477 | 101,964 | 47,504 | 290,945 | ||||||||||||
| Capital expenditures |
2,158 | 331 | 2,040 | 4,529 | ||||||||||||
| Depreciation and amortization expense |
3,065 | 2,458 | — | 5,523 | ||||||||||||
| Six Months Ended December 31, 2009 |
||||||||||||||||
| Gross revenues |
$ | 165,090 | $ | 130,025 | $ | — | $ | 295,115 | ||||||||
| Less: Inter-segment revenues |
6,837 | 203 | — | 7,040 | ||||||||||||
| Consolidated revenues |
158,253 | 129,822 | — | 288,075 | ||||||||||||
| Gross profit |
22,990 | 12,870 | — | 35,860 | ||||||||||||
| Operating income |
10,272 | 4,125 | — | 14,397 | ||||||||||||
| Segment assets |
120,697 | 88,760 | 68,806 | 278,263 | ||||||||||||
| Capital expenditures |
502 | 806 | 1,541 | 2,849 | ||||||||||||
| Depreciation and amortization expense |
3,330 | 2,636 | — | 5,966 | ||||||||||||
Segment revenue from external customers by market is as follows:
| Construction Services |
Repair and Maintenance Services |
Total | ||||||||||
| (In thousands) | ||||||||||||
| Three Months Ended December 31, 2010 |
||||||||||||
| Aboveground Storage Tanks |
$ | 49,545 | $ | 21,868 | $ | 71,413 | ||||||
| Downstream Petroleum |
22,648 | 28,386 | 51,034 | |||||||||
| Electrical and Instrumentation |
27,385 | 19,394 | 46,779 | |||||||||
| Specialty |
6,026 | — | 6,026 | |||||||||
| Total |
$ | 105,604 | $ | 69,648 | $ | 175,252 | ||||||
| Three Months Ended December 31, 2009 |
||||||||||||
| Aboveground Storage Tanks |
$ | 36,037 | $ | 25,076 | $ | 61,113 | ||||||
| Downstream Petroleum |
20,531 | 39,526 | 60,057 | |||||||||
| Electrical and Instrumentation |
15,988 | 5,241 | 21,229 | |||||||||
| Specialty |
8,026 | — | 8,026 | |||||||||
| Total |
$ | 80,582 | $ | 69,843 | $ | 150,425 | ||||||
| Six Months Ended December 31, 2010 |
||||||||||||
| Aboveground Storage Tanks |
$ | 90,325 | $ | 43,100 | $ | 133,425 | ||||||
| Downstream Petroleum |
43,575 | 50,792 | 94,367 | |||||||||
| Electrical and Instrumentation |
57,307 | 30,080 | 87,387 | |||||||||
| Specialty |
11,911 | — | 11,911 | |||||||||
| Total |
$ | 203,118 | $ | 123,972 | $ | 327,090 | ||||||
| Six Months Ended December 31, 2009 |
||||||||||||
| Aboveground Storage Tanks |
$ | 67,431 | $ | 51,867 | $ | 119,298 | ||||||
| Downstream Petroleum |
44,964 | 67,207 | 112,171 | |||||||||
| Electrical and Instrumentation |
29,475 | 10,748 | 40,223 | |||||||||
| Specialty |
16,383 | — | 16,383 | |||||||||
| Total |
$ | 158,253 | $ | 129,822 | $ | 288,075 | ||||||
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 that we consider firm. The following contract types are considered firm:
| • | fixed-price arrangements; |
| • | minimum customer commitments on cost plus arrangements; and |
| • | certain time and material contracts in which the estimated contract value is firm or can be estimated with a reasonable amount of certainty in both timing and amounts. |
For long-term maintenance contracts 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 the revenue recognized as of the reporting date.
Three Months Ended December 31, 2010
The following table provides a summary of changes in our backlog for the three months ended December 31, 2010:
| Construction Services |
Repair and Maintenance Services |
Total | ||||||||||
| (In thousands) | ||||||||||||
| Backlog as of September 30, 2010 |
$ | 224,964 | $ | 170,263 | $ | 395,227 | ||||||
| New backlog awarded |
85,108 | 60,884 | 145,992 | |||||||||
| Revenue recognized on contracts in backlog |
(105,604 | ) | (69,648 | ) | (175,252 | ) | ||||||
| Backlog as of December 31, 2010 |
$ | 204,468 | $ | 161,499 | $ | 365,967 | ||||||
Six Months Ended December 31, 2010
The following table provides a summary of changes in our backlog for the six months ended December 31, 2010:
| Construction Services |
Repair and Maintenance Services |
Total | ||||||||||
| (In thousands) | ||||||||||||
| Backlog as of June 30, 2010 |
$ | 197,675 | $ | 155,541 | $ | 353,216 | ||||||
| New backlog awarded |
209,911 | 129,930 | 339,841 | |||||||||
| Revenue recognized on contracts in backlog |
(203,118 | ) | (123,972 | ) | (327,090 | ) | ||||||
| Backlog as of December 31, 2010 |
$ | 204,468 | $ | 161,499 | $ | 365,967 | ||||||