MATRIX SERVICE CO 10-Q

Item 1. Financial Statements Matrix Service Company Condensed Consolidated Statements of Income (In thousands, except per share data) (unaudited) Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Revenue $ 148,260 $ 248,327 $ 498,499 $ 905,101 Cost of revenue 146,700 227,850 467,276 822,158 Gross profit 1,560 20,477 31,223 82,943 Selling, general and administrative expenses 17,179 19,718 52,031 66,574 Goodwill and other intangible asset impairments — — — 38,515 Restructuring costs 1,860 6,559 6,585 6,559 Operating loss ( 17,479 ) ( 5,800 ) ( 27,393 ) ( 28,705 ) Other income (expense): Interest expense ( 322 ) ( 398 ) ( 1,055 ) ( 1,231 ) Interest income 25 356 96 1,247 Other ( 157 ) ( 767 ) 1,849 ( 368 ) Loss before income tax benefit ( 17,933 ) ( 6,609 ) ( 26,503 ) ( 29,057 ) Benefit from federal, state and foreign income taxes ( 5,060 ) ( 1,114 ) ( 6,002 ) ( 1,705 ) Net loss $ ( 12,873 ) $ ( 5,495 ) $ ( 20,501 ) $ ( 27,352 ) Basic loss per common share $ ( 0.49 ) $ ( 0.21 ) $ ( 0.78 ) $ ( 1.02 ) Diluted loss per common share $ ( 0.49 ) $ ( 0.21 ) $ ( 0.78 ) $ ( 1.02 ) Weighted average common shares outstanding: Basic 26,515 26,478 26,422 26,781 Diluted 26,515 26,478 26,422 26,781 See accompanying notes. -1- Table of Contents Matrix Service Company Condensed Consolidated Statements of Comprehensive Income (In thousands) (unaudited) Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Net loss $ ( 12,873 ) $ ( 5,495 ) $ ( 20,501 ) $ ( 27,352 ) Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) (net of tax expense (benefit) of ($33) and $20 for the three and nine months ended March 31, 2021, respectively, and ($51) and ($14) for the three and nine months ended March 31, 2020, respectively) 68 ( 1,104 ) 1,291 ( 975 ) Comprehensive loss $ ( 12,805 ) $ ( 6,599 ) $ ( 19,210 ) $ ( 28,327 ) See accompanying notes. -2- Table of Contents Matrix Service Company Condensed Consolidated Balance Sheets (In thousands) (unaudited) March 31, 2021 June 30, 2020 Assets Current assets: Cash and cash equivalents $ 73,751 $ 100,036 Accounts receivable, less allowances (March 31, 2021—$856 and June 30, 2020—$905) 158,099 160,671 Costs and estimated earnings in excess of billings on uncompleted contracts 37,964 59,548 Inventories 6,217 6,460 Income taxes receivable 11,443 3,919 Other current assets 7,013 4,526 Total current assets 294,487 335,160 Property, plant and equipment at cost: Land and buildings 41,379 42,695 Construction equipment 95,526 94,154 Transportation equipment 52,467 55,864 Office equipment and software 41,196 39,356 Construction in progress 2,217 4,427 Total property, plant and equipment - at cost 232,785 236,496 Accumulated depreciation ( 160,051 ) ( 155,748 ) Property, plant and equipment - net 72,734 80,748 Operating lease right-of-use assets 21,109 21,375 Goodwill 60,605 60,369 Other intangible assets, net of accumulated amortization 7,181 8,837 Deferred income taxes 4,513 5,988 Other assets 11,048 4,833 Total assets $ 471,677 $ 517,310 See accompanying notes. -3- Table of Contents Matrix Service Company Condensed Consolidated Balance Sheets (In thousands, except share data) (unaudited) March 31, 2021 June 30, 2020 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 50,163 $ 73,094 Billings on uncompleted contracts in excess of costs and estimated earnings 59,495 63,889 Accrued wages and benefits 21,983 16,205 Accrued insurance 7,437 7,301 Operating lease liabilities 5,199 7,568 Other accrued expenses 4,958 7,890 Total current liabilities 149,235 175,947 Deferred income taxes 34 61 Operating lease liabilities 20,651 19,997 Borrowings under senior secured revolving credit facility — 9,208 Other liabilities 7,897 4,208 Total liabilities 177,817 209,421 Commitments and contingencies Stockholders’ equity: Common stock—$.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued as of March 31, 2021 and June 30, 2020; 26,519,217 and 26,141,528 shares outstanding as of March 31, 2021 and June 30, 2020 279 279 Additional paid-in capital 136,042 138,966 Retained earnings 185,901 206,402 Accumulated other comprehensive loss ( 7,082 ) ( 8,373 ) 315,140 337,274 Less: Treasury stock, at cost — 1,369,000 shares as of March 31, 2021, and 1,746,689 shares as of June 30, 2020 ( 21,280 ) ( 29,385 ) Total stockholders' equity 293,860 307,889 Total liabilities and stockholders’ equity $ 471,677 $ 517,310 See accompanying notes. -4- Table of Contents Matrix Service Company Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) Nine Months Ended March 31, 2021 March 31, 2020 Operating activities: Net loss $ ( 20,501 ) $ ( 27,352 ) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 13,639 14,388 Goodwill and other intangible asset impairment — 38,515 Stock-based compensation expense 6,413 8,115 Operating lease impairment due to restructuring 454 2,660 Deferred income tax 1,468 ( 3,091 ) Gain on sale of property, plant and equipment ( 1,123 ) ( 536 ) Provision for uncollectible accounts ( 38 ) 1,292 Other 317 ( 110 ) Changes in operating assets and liabilities increasing (decreasing) cash: Accounts receivable 2,610 7,945 Costs and estimated earnings in excess of billings on uncompleted contracts 21,584 39,224 Inventories 243 279 Other assets and liabilities ( 17,825 ) 5,427 Accounts payable ( 22,966 ) ( 35,129 ) Billings on uncompleted contracts in excess of costs and estimated earnings ( 4,394 ) ( 5,060 ) Accrued expenses 6,907 ( 15,080 ) Net cash provided (used) by operating activities ( 13,212 ) 31,487 Investing activities: Capital expenditures ( 3,897 ) ( 17,650 ) Proceeds from asset sales 1,784 1,018 Net cash used by investing activities $ ( 2,113 ) $ ( 16,632 ) See accompanying notes. -5- Table of Contents Matrix Service Company Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) Nine Months Ended March 31, 2021 March 31, 2020 Financing activities: Advances under senior secured revolving credit facility $ 1,125 $ 18,567 Repayments of advances under senior secured revolving credit facility ( 10,913 ) ( 14,357 ) Payment of debt amendment fees ( 924 ) — Open market purchase of treasury shares — ( 17,045 ) Issuances of common stock 92 — Proceeds from issuance of common stock under employee stock purchase plan 230 243 Repurchase of common stock for payment of statutory taxes due on equity-based compensation ( 1,554 ) ( 3,517 ) Repayment of principal portion of long-term liability ( 236 ) — Net cash used by financing activities ( 12,180 ) ( 16,109 ) Effect of exchange rate changes on cash and cash equivalents 1,220 ( 958 ) Decrease in cash and cash equivalents ( 26,285 ) ( 2,212 ) Cash and cash equivalents, beginning of period 100,036 89,715 Cash and cash equivalents, end of period $ 73,751 $ 87,503 Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes $ 200 $ 5,841 Interest $ 1,404 $ 1,535 Non-cash investing and financing activities: Purchases of property, plant and equipment on account $ 33 $ 414 See accompanying notes. -6- Table of Contents Matrix Service Company Condensed Consolidated Statements of Changes in Stockholders’ Equity (In thousands, except share data) (unaudited) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income(Loss) Total Balances, January 1, 2021 $ 279 $ 133,957 $ 198,774 $ ( 21,571 ) $ ( 7,150 ) $ 304,289 Net loss — — ( 12,873 ) — — ( 12,873 ) Other comprehensive income — — — — 68 68 Exercise of stock options (9,000 shares) — ( 68 ) — 160 — 92 Issuance of deferred shares (900 shares) — ( 16 ) — 16 — — Treasury shares sold to Employee Stock Purchase Plan (6,785 shares) — ( 45 ) — 120 — 75 Treasury shares purchased to satisfy tax withholding obligations (428 shares) — — — ( 5 ) — ( 5 ) Stock-based compensation expense — 2,214 — — — 2,214 Balances, March 31, 2021 $ 279 $ 136,042 $ 185,901 $ ( 21,280 ) $ ( 7,082 ) $ 293,860 Balances, January 1, 2020 $ 279 $ 135,057 $ 217,619 $ ( 22,538 ) $ ( 7,622 ) $ 322,795 Net loss — — ( 5,495 ) — — ( 5,495 ) Other comprehensive loss — — — — ( 1,104 ) ( 1,104 ) Issuance of deferred shares (4,650 shares) — ( 77 ) — 77 — — Treasury shares sold to Employee Stock Purchase Plan (3,805 shares) — 24 — 62 — 86 Open market purchase of treasury shares (547,606 shares) — — — ( 7,132 ) — ( 7,132 ) Treasury shares purchased to satisfy tax withholding obligations (1,608 shares) — — — ( 26 ) — ( 26 ) Stock-based compensation expense — 2,302 — — — 2,302 Balances, March 31, 2020 $ 279 $ 137,306 $ 212,124 $ ( 29,557 ) $ ( 8,726 ) $ 311,426 -7- Table of Contents Matrix Service Company Condensed Consolidated Statements of Changes in Stockholders’ Equity (In thousands, except share data) (unaudited) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income(Loss) Total Balances, July 1, 2020 $ 279 $ 138,966 $ 206,402 $ ( 29,385 ) $ ( 8,373 ) $ 307,889 Net loss — — ( 20,501 ) — — ( 20,501 ) Other comprehensive income — — — — 1,291 1,291 Exercise of stock options (9,000 shares) — ( 68 ) — 160 — 92 Issuance of deferred shares (515,218 shares) — ( 9,083 ) — 9,083 — — Treasury shares sold to Employee Stock Purchase Plan (24,100 shares) — ( 186 ) — 416 — 230 Treasury shares purchased to satisfy tax withholding obligations (170,629 shares) — — — ( 1,554 ) — ( 1,554 ) Stock-based compensation expense — 6,413 — — — 6,413 Balances, March 31, 2021 $ 279 $ 136,042 $ 185,901 $ ( 21,280 ) $ ( 7,082 ) $ 293,860 Balances, July 1, 2019 $ 279 $ 137,712 $ 239,476 $ ( 17,759 ) $ ( 7,751 ) $ 351,957 Net loss — — ( 27,352 ) — — ( 27,352 ) Other comprehensive loss — — — — ( 975 ) ( 975 ) Issuance of deferred shares (539,710 shares) — ( 8,563 ) — 8,563 — — Treasury shares sold to Employee Stock Purchase Plan (12,326 shares) — 42 — 201 — 243 Open market purchase of treasury shares (1,047,606 shares) — — — ( 17,045 ) — ( 17,045 ) Treasury shares purchased to satisfy tax withholding obligations (180,278 shares) — — — ( 3,517 ) — ( 3,517 ) Stock-based compensation expense — 8,115 — — — 8,115 Balances, March 31, 2020 $ 279 $ 137,306 $ 212,124 $ ( 29,557 ) $ ( 8,726 ) $ 311,426 See accompanying notes. -8- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Note 1 – Basis of Presentation and Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of Matrix Service Company and its subsidiaries (“Matrix”, “we”, “our”, “us”, “its” or the “Company”), 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 U.S. generally accepted accounting principles ("GAAP") 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, 2020, included in the Company’s Annual Report on Form 10-K for the year then ended. The results of operations for the three and nine month periods ended March 31, 2021 may not necessarily be indicative of the results of operations for the full year ending June 30, 2021. Significant Accounting Policies The Company has updated its significant accounting policies as a result of adopting the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326) on July 1, 2020, and our change in reportable segments effective July 1, 2020. The Company's other significant accounting policies are detailed in “Note 1 - Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended June 30, 2020. Credit Losses Adoption of New Credit Losses Standard On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which changed how the Company accounts for credit losses, including those related to its accounts receivable and contract assets. Under this guidance, a financial asset (or a group of financial assets) are required to be presented at the net amount expected to be collected. The statement of income reflects any increases or decreases of expected credit losses that have taken place during the period. The amendments in this update eliminate the probable initial recognition threshold and, instead, reflect the Company's current estimate of all lifetime expected credit losses on its accounts receivable and contract asset balances. 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 amounts. The Company determines its allowance for credit losses by using a loss-rate methodology, in which it assesses historical write-offs against total receivables and contract asset balances over several periods. In addition, the Company places reserves on specific balances as needed based on the most recent estimates of collectibility. The Company's adoption of this standard on July 1, 2020 did not have a material impact on its estimate of the allowance for credit losses. Change in Reportable Segments Due to changing markets facing our clients and to better align the financial reporting of the Company with our long-term strategic growth areas, we began reporting our financial results under new reportable segments effective July 1, 2020. The new reportable segments along with a description of each are as follows: -9- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) • Utility and Power Infrastructure : consists of power delivery services provided to investor owned utilities, including construction of new substations, upgrades of existing substations, transmission and distribution line installations, upgrades and maintenance, as well as emergency and storm restoration services. The Company also provides construction and maintenance services to a variety of power generation facilities, including gas fired facilities in simple or combined cycle configuration, and provides engineering, fabrication, and construction services for liquefied natural gas ("LNG") utility peak shaving facilities. • Process and Industrial Facilities : primarily serves customers in the downstream and midstream petroleum industries who are engaged in refining crude oil and processing, fractionating, and marketing of natural gas and natural gas liquids. The Company also serves customers in various other industries such as petrochemical, sulfur, mining and minerals companies engaged primarily in the extraction of non-ferrous metals, aerospace and defense, cement, agriculture, and other industrial customers. The Company's services include plant maintenance, turnarounds, industrial cleaning services, engineering, fabrication, and capital construction. • Storage and Terminal Solutions : consists of work related to aboveground storage tanks and terminals. Also included in this segment are cryogenic and other specialty storage tanks and terminals, including LNG, liquid nitrogen/liquid oxygen, liquid petroleum, hydrogen and other specialty vessels such as spheres, as well as marine structures and truck and rail loading/offloading facilities. The Company's services include engineering, fabrication, construction, and maintenance and repair, which includes planned and emergency services for both tanks and full terminals. Finally, the Company offers tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals. All prior period segment information has been restated to conform with our new reportable segments. In addition, beginning July 1, 2020, the Company is reporting separately corporate selling, general and administrative expenses and other corporate expenses that were previously allocated to the segments. Refer to Note 9 - Segment Information, and Part I, Item 2 - Management's Discussion and Analysis - Results of Operations, for more information. Note 2 – Revenue Remaining Performance Obligations The Company had $ 444.5 million of remaining performance obligations yet to be satisfied as of March 31, 2021 . The Company expects to recognize $ 340.8 million of its remaining performance obligations as revenue within the next twelve months. Contract Balances Contract terms with customers include the timing of billing and payment, which usually differs from the timing of revenue recognition. As a result, we carry contract assets and liabilities in our balance sheet. These contract assets and liabilities are calculated on a contract-by-contract basis and reported on a net basis at the end of each period and are classified as current. We present our contract assets in the balance sheet as Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts ("CIE"). CIE consists of revenue recognized in excess of billings. We present our contract liabilities in the balance sheet as Billings on Uncompleted Contracts in Excess of Costs and Estimated Earnings ("BIE"). BIE consists of billings in excess of revenue recognized. The following table provides information about CIE and BIE: March 31, 2021 June 30, 2020 Change (in thousands) Costs and estimated earnings in excess of billings on uncompleted contracts $ 37,964 $ 59,548 $ ( 21,584 ) Billings on uncompleted contracts in excess of costs and estimated earnings ( 59,495 ) ( 63,889 ) 4,394 Net contract liabilities $ ( 21,531 ) $ ( 4,341 ) $ ( 17,190 ) The difference between the beginning and ending balances of the Company's CIE and BIE primarily results from the timing of revenue recognized relative to its billings. The amount of revenue recognized during the nine months ended March 31, 2021 that was included in the June 30, 2020 BIE balance was $ 57.9 million. This revenue consists primarily of work performed during the period on contracts with customers that had advance billings. -10- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Progress billings in accounts receivable at March 31, 2021 and June 30, 2020 included retentions to be collected within one year of $ 20.7 million and $ 37.3 million, respectively. Contract retentions collectible beyond one year are included in other assets in the Condensed Consolidated Balance Sheet and totaled $ 3.8 million as of March 31, 2021 and $ 1.6 million as of June 30, 2020. Disaggregated Revenue Revenue disaggregated by reportable segment is presented in Note 9 - Segment Information. The following series of tables presents revenue disaggregated by geographic area where the work was performed and by contract type: Geographic Disaggregation: Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 (In thousands) United States $ 138,001 $ 232,606 $ 445,578 $ 838,371 Canada 8,930 12,633 47,673 58,506 Other international 1,329 3,088 5,248 8,224 Total Revenue $ 148,260 $ 248,327 $ 498,499 $ 905,101 Contract Type Disaggregation: Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 (In thousands) Fixed-price contracts $ 96,412 $ 182,282 $ 343,639 $ 533,375 Time and materials and other cost reimbursable contracts 51,848 66,045 154,860 371,726 Total Revenue $ 148,260 $ 248,327 $ 498,499 $ 905,101 Typically, the Company assumes more risk with fixed-price contracts since increases in costs to perform the work may not be recoverable. However, these types of contracts typically offer higher profits than time and materials and other cost reimbursable contracts when completed at or below the costs originally estimated. The profitability of time and materials and other cost reimbursable contracts is typically lower than fixed-price contracts and is usually less volatile than fixed-price contracts since the profit component is factored into the rates charged for labor, equipment and materials, or is expressed in the contract as a percentage of the reimbursable costs incurred. Other Our results of operations were materially impacted by an increase in the forecasted costs to complete a large capital project in the Utility and Power Infrastructure segment, which resulted in a decrease in gross profit of $ 8.9 million in the three and nine months ended March 31, 2021. The change in estimate was due to lower than previously forecasted productivity caused by excessive rain at the project site, the continuing impact of COVID-19, and rework which led to higher costs and some schedule compression. The profit on future revenue related to this project will be recognized based on the current project forecast, which is at a reduced gross profit margin. During the third quarter, the Company achieved mechanical completion of a large crude oil terminal project, demobilized from the project site and completed its assessment of additional recovery of unpriced change orders. The project's financial impact for the nine months ended March 31, 2021 was a $ 3.8 million reduction to gross profit. -11- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Note 3 – Leases The Company enters into lease arrangements for real estate, construction equipment and information technology equipment in the normal course of business. Real estate leases accounted for approximately 95 % of all right-of-use assets as of March 31, 2021 . Most real estate and information technology equipment leases generally have fixed payments that follow an agreed upon payment schedule and have remaining lease terms ranging from less than a year to 15 years. Construction equipment leases generally have "month-to-month" lease terms that automatically renew as long as the equipment remains in use. During the nine months ended March 31, 2021, the Company recognized $ 0.5 million of impairments of right-of-use assets in connection with the closure of leased office space. The impairments are included in restructuring costs in the condensed consolidated statements of income. The components of lease expense in the condensed consolidated statements of income are as follows: Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Lease expense Location of Expense (in thousands) Operating lease expense Cost of revenue and selling, general and administrative expenses $ 1,743 $ 3,229 $ 6,542 $ 9,601 Short-term lease expense (1) Cost of revenue 6,772 9,808 19,020 30,423 Total lease expense $ 8,515 $ 13,037 $ 25,562 $ 40,024 (1) Primarily represents the lease expense of construction equipment that is subject to month-to-month rental agreements with expected rental durations of less than one year. The future undiscounted lease payments, as reconciled to the discounted operating lease liabilities presented in the Company's Condensed Consolidated Balance Sheets, were as follows: March 31, 2021 Maturity Analysis: (in thousands) Remainder of Fiscal 2021 $ 1,638 Fiscal 2022 6,123 Fiscal 2023 4,441 Fiscal 2024 3,390 Fiscal 2025 2,864 Thereafter 12,988 Total future operating lease payments 31,444 Imputed interest ( 5,594 ) Net present value of future lease payments 25,850 Less: current portion of operating lease liabilities 5,199 Non-current operating lease liabilities $ 20,651 The following is a summary of the weighted average remaining operating lease term and weighted average discount rate as of March 31, 2021 : Weighted-average remaining lease term (in years) 7.4 years Weighted-average discount rate 5.4 % -12- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Supplemental cash flow information related to leases is as follows: Nine Months Ended March 31, 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,072 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 5,576 Note 4 – Intangible Assets Including Goodwill Goodwill The changes in the carrying value of goodwill by segment are as follows: Utility and Power Infrastructure Process and Industrial Facilities Storage and Terminal Solutions Total (In thousands) Net balance at June 30, 2020 $ 6,905 $ 26,846 $ 26,618 $ 60,369 Translation adjustment (1) 70 27 139 236 Net balance at March 31, 2021 $ 6,975 $ 26,873 $ 26,757 $ 60,605 (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 Company tests its goodwill for impairment annually as of May 31st. While there continues to be uncertainty around the near-term level of spending by some of our customers due to the impacts of the COVID-19 pandemic and the timing of the economic recovery in certain energy markets, the Company concluded, that based on the totality of both positive and negative factors, no impairment indicators existed at March 31, 2021. However, if customer spending levels do not improve or if the outlook in certain key markets deteriorates, the Company may need to recognize an impairment in conjunction with the annual test in the fourth quarter. Other Intangible Assets Information on the carrying value of other intangible assets is as follows: At March 31, 2021 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Years) (In thousands) Intellectual property 10 to 15 $ 2,483 $ ( 1,989 ) $ 494 Customer-based 6 to 15 17,300 ( 10,613 ) 6,687 Total amortizing intangible assets $ 19,783 $ ( 12,602 ) $ 7,181 -13- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) At June 30, 2020 Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Years) (In thousands) Intellectual property 10 to 15 $ 2,579 $ ( 1,956 ) $ 623 Customer-based 6 to 15 21,840 ( 13,626 ) 8,214 Total amortizing intangible assets $ 24,419 $ ( 15,582 ) $ 8,837 Amortization expense totaled $ 0.6 million and $ 1.7 million during the three and nine months ended March 31, 2021 and $ 0.8 million and $ 2.7 million during the three and nine months ended March 31, 2020, respectively. We estimate that the remaining amortization expense related to March 31, 2021 amortizing intangible assets will be as follows (in thousands): Period ending: Remainder of Fiscal 2021 $ 568 Fiscal 2022 1,817 Fiscal 2023 1,729 Fiscal 2024 1,416 Fiscal 2025 1,126 Fiscal 2026 167 Thereafter 358 Total estimated remaining amortization expense at March 31, 2021 $ 7,181 Note 5 – Debt On November 2, 2020, the Company entered into the Fifth 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. The Credit Agreement replaced the Fourth Amended and Restated Credit Agreement, which is described in Part II, Item 8. Financial Statements and Supplementary Data, Note 5 - Debt, in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. The Credit Agreement provides for a three-year senior secured revolving credit facility of $ 200.0 million that expires November 2, 2023 . The credit facility may be used for working capital, acquisitions, capital expenditures, issuances of letters of credit and other lawful purposes. The credit facility includes a U.S. Dollar equivalent sublimit of $ 75.0 million for revolving loans denominated in Australian Dollars, Canadian Dollars, Euros and Pounds Sterling and letters of credit in Australian Dollars, Euros, and Pounds Sterling. 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 or the Adjusted EURIBOR Rate, in the case of revolving loans denominated in Pounds Sterling or Australian Dollars; or • The Adjusted EURIBOR Rate, in the case of revolving loans denominated in Euros, -14- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) in each case, plus the Applicable Margin, which is based on the Company's Leverage Ratio. The Applicable Margin on ABR loans ranges between 1.00 % and 2.00 %. The Applicable Margin for Adjusted LIBO, Adjusted EURIBOR and CDOR loans ranges between 2.00 % and 3.00 % and the Applicable Margin for Canadian Prime Rate loans ranges between 2.50 % and 3.50 %. The unused credit facility fee is between 0.35 % and 0.50 % based on the Leverage Ratio. Covenants and limitations under the Credit Agreement include the following: • Our Leverage Ratio, determined as of the end of each fiscal quarter, may not exceed 3.00 to 1.00 . The Leverage Ratio covenant requires that Consolidated Funded Indebtedness, as defined in the Credit Agreement, as of the end of any fiscal quarter, may not exceed 3.0 times Consolidated EBITDA, as defined in the Credit Agreement, or “Covenant EBITDA,” over the previous four quarters. • We are required to maintain a Fixed Charge Coverage Ratio (“FCCR”), determined as of the end of each fiscal quarter, greater than or equal to 1.25 to 1.00 . The FCCR is calculated as follows: ◦ If no borrowings are outstanding at quarter end, then the FCCR covenant requires that, as of the end of any fiscal quarter, Covenant EBITDA, after deducting capital expenditures and dividends for the previous four quarters, may not be less than 1.25 times the total of interest expense and cash paid for income taxes over the previous four quarters plus scheduled maturities of certain indebtedness for the next four quarters. ◦ If borrowings are outstanding at quarter end, the FCCR is calculated the same except that all share repurchases for the previous four quarters are also deducted from Covenant EBITDA. • 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. • Share repurchases are limited to $ 30.0 million per calendar year. On May 4, 2021, the Company entered into the First Amendment to Fifth Amended and Restated Credit Agreement (the “Amended 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, and the other Lenders party thereto, which amended the Credit Agreement. The Company entered into the Amended Credit Agreement to obtain temporary relief from the financial covenants due to the continued decline in operating results. Under the Amended Credit Agreement, the Company will not be required to comply with the Leverage Ratio and FCCR financial covenants for the quarters ending March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021. The Amended Credit Agreement adds a number of new requirements and restrictions. During a “Covenant Relief Period” commencing May 4, 2021 and ending on the date on which the Company provides a compliance certificate for the quarter ending March 31, 2022: • No revolving loans will be made under the credit facility. • If any new letters of credit are issued during the Covenant Relief Period, the Company will be required to provide cash collateral equal to 50 % of the face value of the letter of credit (or 105 % of the face value of the letter of credit if the aggregate amount of letters of credit outstanding exceeds $ 100 million). • At all times prior to July 1, 2021, the Company will be required to maintain at least $ 50.0 million of unrestricted cash. Beginning July 1, 2021, and at all times during the remainder of the Covenant Relief Period, the Company will be required to maintain at least $ 60.0 million of unrestricted cash. The requirement to maintain unrestricted cash is in addition to any cash which would be required as collateral for any new letters of credit. • Acquisitions, stock repurchases under the Company’s existing stock buyback program and cash dividends are prohibited. -15- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) • Capital expenditures may not exceed $ 2.0 million in any fiscal quarter. In addition to these provisions, the Amended Credit Agreement requires the Company to generate Covenant EBITDA of at least: • $ 2.5 million for the fiscal quarter ending June 30, 2021; • $ 8.0 million for the six months ending September 30, 2021; and • $ 16.5 million for the nine months ending December 31, 2021. As of March 31, 2021 , the Company had $ 41.4 million in letters of credit issued under the credit facility and no borrowings. Note 6 – Income Taxes Effective Tax Rate Our effective tax rates for the three and nine months ended March 31, 2021 were 28.2 % and 22.6 %, respectively; compared to 16.9 % and 5.9 % for the three and nine months ended March 31, 2020, respectively. Based on the third quarter and full year projected operating results for fiscal 2021, the Company, through provisions in the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), has an income tax benefit from the ability to carryback the fiscal 2021 federal net operating loss five years. $ 3.2 million of this benefit impacts the effective rate for the third quarter and is a result of the statutory federal income tax rate differential between the current and carryback years. The effective rate during the quarter was negatively impacted by $ 1.9 million of valuation allowances on certain deferred tax assets. In prior quarters this fiscal year, the Company recorded $ 1.2 million of other discrete deferred tax asset adjustments, which negatively impacted the effective rate for the nine months ended March 31, 2021. The Company estimates that it will receive a $ 7.8 million tax refund in connection with the carryback of the projected fiscal 2021 net operating loss, which is included in income taxes receivable in the condensed consolidated balance sheets. Deferred Payroll Taxes The Company has deferred $ 11.1 million of U.S. payroll tax as of March 31, 2021 through provisions of CARES Act. The deferred payroll taxes are included within other accrued expenses and other liabilities in the consolidated balance sheets. The Company must repay half of the deferred payroll tax by December 31, 2021 and the remainder by December 31, 2022. Note 7 – 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. -16- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Unpriced Change Orders and Claims Costs and estimated earnings in excess of billings on uncompleted contracts included revenues for unpriced change orders and claims of $ 16.6 million at March 31, 2021 and $ 14.5 million at June 30, 2020. Generally, collection of amounts related to unpriced 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 During the third quarter of fiscal 2020, the Company commenced litigation in an effort to collect accounts receivable from an iron and steel customer following the deterioration of the relationship in the second quarter of fiscal 2020. The unpaid receivable balance at March 31, 2021 was $ 17.0 million. Litigation is unpredictable, however, based on the terms of the contract with this customer, the Company is entitled to collect the full amount owed under the contract. The Company and its subsidiaries are participants in various legal actions. It is the opinion of management that none of the other known legal actions, including a contract dispute with a customer involving the construction of a crude terminal, will have a material impact on the Company’s financial position, results of operations or liquidity. Note 8 – 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. In the event we report a loss, stock options and nonvested deferred shares are not included since they are anti-dilutive. The computation of basic and diluted earnings per share is as follows: Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 (In thousands, except per share data) Basic EPS: Net loss $ ( 12,873 ) $ ( 5,495 ) $ ( 20,501 ) $ ( 27,352 ) Weighted average shares outstanding 26,515 26,478 26,422 26,781 Basic loss per share $ ( 0.49 ) $ ( 0.21 ) $ ( 0.78 ) $ ( 1.02 ) Diluted EPS: Diluted weighted average shares 26,515 26,478 26,422 26,781 Diluted loss per share $ ( 0.49 ) $ ( 0.21 ) $ ( 0.78 ) $ ( 1.02 ) -17- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Note 9 – Segment Information Change in Reportable Segments Due to changing markets facing our clients and to better align the financial reporting of the Company with our long-term strategic growth areas, we began reporting our financial results under new reportable segments effective July 1, 2020. The new reportable segments along with a description of each are as follows: • Utility and Power Infrastructure : consists of power delivery services provided to investor owned utilities, including construction of new substations, upgrades of existing substations, transmission and distribution line installations, upgrades and maintenance, as well as emergency and storm restoration services. The Company also provides construction and maintenance services to a variety of power generation facilities, including gas fired facilities in simple or combined cycle configuration and provides engineering, fabrication, and construction services for LNG utility peak shaving facilities. • Process and Industrial Facilities : primarily serves customers in the downstream and midstream petroleum industries who are engaged in refining crude oil and processing, fractionating, and marketing of natural gas and natural gas liquids. The Company also serves customers in various other industries such as petrochemical, sulfur, mining and minerals companies engaged primarily in the extraction of non-ferrous metals, aerospace and defense, cement, agriculture, and other industrial customers. The Company's services include plant maintenance, turnarounds, industrial cleaning services, engineering, fabrication, and capital construction. • Storage and Terminal Solutions : consists of work related to aboveground storage tanks and terminals. Also included in this segment are cryogenic and other specialty storage tanks and terminals, including LNG, liquid nitrogen/liquid oxygen, liquid petroleum, hydrogen and other specialty vessels such as spheres, as well as marine structures and truck and rail loading/offloading facilities. The Company's services include engineering, fabrication, construction, and maintenance and repair, which includes planned and emergency services for both tanks and full terminals. Finally, the Company offers tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals. All prior period segment information has been restated to conform with our new reportable segments. In addition, beginning July 1, 2020, the Company is reporting separately corporate selling, general and administrative expenses and other corporate expenses that were previously allocated to the segments. The Company evaluates performance and allocates resources based on operating income. Intersegment sales and transfers are recorded at cost; therefore, no intercompany profit or loss is recognized. Segment assets consist primarily of accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, property, plant and equipment, right-of-use lease assets, goodwill and other intangible assets. -18- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Results of Operations (In thousands) Three Months Ended Nine Months Ended March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 Gross revenue Utility and Power Infrastructure $ 44,720 $ 55,670 $ 157,414 $ 152,552 Process and Industrial Facilities 43,095 76,297 141,570 375,518 Storage and Terminal Solutions 61,542 118,711 204,572 382,720 Total gross revenue $ 149,357 $ 250,678 $ 503,556 $ 910,790 Less: Inter-segment revenue Process and Industrial Facilities $ 261 $ 1,327 $ 1,543 $ 2,788 Storage and Terminal Solutions 836 1,024 3,514 2,901 Total inter-segment revenue $ 1,097 $ 2,351 $ 5,057 $ 5,689 Consolidated revenue Utility and Power Infrastructure $ 44,720 $ 55,670 $ 157,414 $ 152,552 Process and Industrial Facilities 42,834 74,970 140,027 372,730 Storage and Terminal Solutions 60,706 117,687 201,058 379,819 Total consolidated revenue $ 148,260 $ 248,327 $ 498,499 $ 905,101 Gross profit (loss) Utility and Power Infrastructure $ ( 4,692 ) $ 3,138 $ 7,818 $ 1,744 Process and Industrial Facilities ( 171 ) 3,070 11,352 30,498 Storage and Terminal Solutions 6,423 14,907 12,053 52,675 Corporate — ( 638 ) — ( 1,974 ) Total gross profit $ 1,560 $ 20,477 $ 31,223 $ 82,943 Selling, general and administrative expenses Utility and Power Infrastructure $ 2,356 $ 2,081 $ 7,154 $ 7,491 Process and Industrial Facilities 3,882 5,343 11,319 19,666 Storage and Terminal Solutions 4,792 6,165 13,854 19,942 Corporate 6,149 6,129 19,704 19,475 Total selling, general and administrative expenses $ 17,179 $ 19,718 $ 52,031 $ 66,574 Intangible asset impairments and restructuring costs Utility and Power Infrastructure $ 403 $ 935 $ 1,226 $ 25,835 Process and Industrial Facilities 781 4,087 3,645 17,702 Storage and Terminal Solutions 590 821 1,244 821 Corporate 86 716 470 716 Total asset impairments and restructuring costs $ 1,860 $ 6,559 $ 6,585 $ 45,074 Operating income (loss) Utility and Power Infrastructure $ ( 7,451 ) $ 122 $ ( 562 ) $ ( 31,582 ) Process and Industrial Facilities ( 4,834 ) ( 6,360 ) ( 3,612 ) ( 6,870 ) Storage and Terminal Solutions 1,041 7,921 ( 3,045 ) 31,912 Corporate ( 6,235 ) ( 7,483 ) ( 20,174 ) ( 22,165 ) Total operating loss $ ( 17,479 ) $ ( 5,800 ) $ ( 27,393 ) $ ( 28,705 ) -19- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Total assets by segment were as follows: March 31, 2021 June 30, 2020 Utility and Power Infrastructure $ 81,625 $ 67,398 Process and Industrial Facilities 116,140 138,734 Storage and Terminal Solutions 164,652 187,167 Corporate 109,260 124,011 Total segment assets $ 471,677 $ 517,310 Note 10 – Restructuring Costs During the third quarter of fiscal 2020, the Company initiated a business improvement plan to increase profitability and reduce its cost structure related to: • its strategic initiative to exit the domestic iron and steel industry; • the implementation of business improvements in the power delivery portion of the Utility and Power Infrastructure segment; and • the decline in revenue caused by the ongoing effects of the COVID-19 pandemic and related market disruptions. The business improvement plan consists of discretionary cost reductions, workforce reductions, reduction of capital expenditures and the reduction in size or closure of certain offices in order to increase the utilization of the Company's staff and bring the cost structure of the business in line with revenue volumes. The Company incurred $ 14.0 million of restructuring costs during fiscal 2020 and $6.6 million during the nine months ended March 31, 2021. The restructuring costs consist primarily of severance costs, facility closure costs, intangible asset impairments and other liabilities as a result of exiting certain operations. The Company will continue to assess whether further reductions in its cost structure are necessary and may incur additional restructuring costs in the near-term. -20- Table of Contents Matrix Service Company Notes to Condensed Consolidated Financial Statements (unaudited) Restructuring costs under our business improvement plan are classified as follows: Three Months Ended Nine Months Ended Since Inception of Business Improvement Plan March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020 (In thousands) Utility and Power Infrastructure Severance and other personnel-related costs $ 291 $ 632 $ 1,109 $ 632 $ 2,450 Facility costs 112 303 117 303 351 Other intangible asset impairments — — — — 1,150 Total Utility and Power Infrastructure $ 403 $ 935 $ 1,226 $ 935 $ 3,951 Process and Industrial Facilities Severance and other personnel-related costs $ 315 $ 2,506 $ 2,905 $ 2,506 $ 9,073 Facility costs 264 1,581 279 1,581 3,035 Other intangible asset impairments — — — — 375 Other costs 202 — 461 — 461 Total Process and Industrial Facilities $ 781 $ 4,087 $ 3,645 $ 4,087 $ 12,944 Storage and Terminal Solutions Severance and other personnel-related costs $ 423 $ 47 $ 1,076 $ 47 $ 1,422 Facility costs 167 774 168 774 888 Total Storage and Terminal Solutions $ 590 $ 821 $ 1,244 $ 821 $ 2,310 Corporate Severance and other personnel-related costs $ 3 $ 716 $ 164 $ 716 $ 1,084 Facility costs 83 — 306 — 306 Total Corporate $ 86 $ 716 $ 470 $ 716 $ 1,390 Restructuring Costs by Type: Severance and other personnel-related costs $ 1,032 $ 3,901 $ 5,254 $ 3,901 $ 14,029 Facility costs 626 2,658 870 2,658 4,580 Other intangible asset impairments — — — — 1,525 Other costs 202 — 461 — 461 Total restructuring costs $ 1,860 $ 6,559 $ 6,585 $ 6,559 $ 20,595 The restructuring reserve is included in other accrued expenses and other liabilities in the condensed consolidated balance sheets. The table below is a reconciliation of the beginning and ending restructuring reserve balance under the business improvement plan (in thousands): Balance as of June 30, 2020 $ 2,403 Restructuring costs incurred 3,510 Cash payments ( 3,143 ) Adjustment to liability ( 510 ) Balance as of March 31, 2021 $ 2,260 -21- Table of Contents