Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | EnviroStar, Inc. | |
Entity Central Index Key | 65,312 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 11,417,347 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 43,375 | $ 26,273 |
Cost of sales | 33,653 | 20,124 |
Gross profit | 9,722 | 6,149 |
Selling, general and administrative expenses | 8,290 | 5,166 |
Operating income | 1,432 | 983 |
Interest expense, net | 165 | 66 |
Income before provision for income taxes | 1,267 | 917 |
Provision for income taxes | 471 | 354 |
Net income | $ 796 | $ 563 |
Net earnings per share - basic | $ 0.07 | $ 0.05 |
Net earnings per share - diluted | $ 0.06 | $ 0.05 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 1,877 | $ 1,330 |
Accounts receivable, net of allowance for doubtful accounts of $265 and $233, respectively | 24,467 | 16,026 |
Inventories, net | 20,537 | 15,350 |
Vendor deposits | 738 | 606 |
Contract assets | 643 | 1,012 |
Other current assets | 2,767 | 2,050 |
Total current assets | 51,029 | 36,374 |
Equipment and improvements, net | 3,846 | 2,983 |
Intangible assets, net | 19,106 | 15,775 |
Goodwill | 43,993 | 37,061 |
Other assets | 3,126 | 3,281 |
Total assets | 121,100 | 95,474 |
Current liabilities | ||
Accounts payable and accrued expenses | 14,852 | 11,742 |
Accrued employee expenses | 2,428 | 4,248 |
Customer deposits | 12,344 | 11,624 |
Contract liabilities | 913 | 259 |
Current portion of long-term debt | 1,195 | 1,195 |
Total current liabilities | 31,732 | 29,068 |
Deferred tax liabilities, net | 573 | 558 |
Long-term debt, net | 20,172 | 8,817 |
Total liabilities | 52,477 | 38,443 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity | ||
Preferred stock, $1.00 par value; authorized shares - 200,000; none issued and outstanding | ||
Common stock, $.025 par value; authorized shares - 20,000,000; 11,417,347 shares issued at September 30, 2018 and 11,239,656 shares issued at June 30, 2018, including shares held in treasury | 287 | 281 |
Additional paid-in capital | 60,740 | 49,950 |
Retained earnings | 8,307 | 7,511 |
Treasury stock, 52,686 shares at September 30, 2018 and June 30, 2018, at cost | (711) | (711) |
Total shareholders' equity | 68,623 | 57,031 |
Total liabilities and shareholders' equity | $ 121,100 | $ 95,474 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts and trade notes receivable, allowance for doubtful accounts | $ 265 | $ 233 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.025 | $ 0.025 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 11,417,347 | 11,239,656 |
Treasury stock, shares | 52,686 | 52,686 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities: | ||
Net income | $ 796 | $ 563 |
Adjustments to reconcile net income to net cash used by operating activities: | ||
Depreciation and amortization | 533 | 219 |
Amortization of debt discount | 5 | 5 |
Provision for bad debt expense | 57 | 9 |
Share-based compensation | 414 | 357 |
Inventory reserve | 8 | 56 |
Provision (benefit) for deferred income taxes | 138 | (163) |
(Increase) decrease in operating assets: | ||
Accounts receivable | (5,620) | 2,785 |
Inventories | (3,536) | (1,610) |
Vendor deposits | (132) | 519 |
Contract assets | 369 | |
Other assets | (584) | (585) |
Increase (decrease) in operating liabilities: | ||
Accounts payable and accrued expenses | 2,550 | (2,068) |
Accrued employee expenses | (1,836) | (94) |
Customer deposits | 322 | 532 |
Contract liabilities | 654 | (1,260) |
Net cash used by operating activities | (5,862) | (735) |
Investing activities: | ||
Capital expenditures | (647) | (3) |
Cash paid for acquisitions, net of cash acquired | (4,294) | |
Net cash used by investing activities | (4,941) | (3) |
Financing activities: | ||
Proceeds from borrowings | 21,921 | 603 |
Debt repayments | (10,571) | (178) |
Net cash provided by financing activities | 11,350 | 425 |
Net increase (decrease) in cash and cash equivalents | 547 | (313) |
Cash and cash equivalents at beginning of period | 1,330 | 727 |
Cash and cash equivalents at end of period | 1,877 | 414 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 138 | 61 |
Cash paid during the period for income taxes | 377 | 24 |
Supplemental disclosure of non-cash financing activities | ||
Common stock issued for acquisitions | $ 10,382 |
General
General | 3 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note (1) - General: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X related to interim period financial statements. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include certain information and footnotes required by GAAP for complete financial statements. However, in management’s opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals and adjustments) which are necessary in order to state fairly the Company’s results of operations, financial position and cash flows as of and for the periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes, including the Summary of Significant Accounting Policies, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. The June 30, 2018 balance sheet information contained herein was derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and assumptions made may not prove to be correct, and actual results could differ from the estimates. Certain prior period amounts in the accompanying unaudited condensed consolidated financial statements have been reclassified in order to be comparable to the current period’s classifications. These reclassifications had no effect on previously reported net income. The Company, through its wholly-owned subsidiaries, is a distributor that sells, leases and rents commercial, industrial and vended laundry and dry cleaning equipment and steam and hot water boilers manufactured by others and supplies related replacement parts and accessories, designs and plans turn-key laundry, dry cleaning and boiler systems, and provides installation and maintenance services to its customers. The Company’s customers include institutional, retail, industrial, commercial and government customers. The Company’s activities are conducted in the United States, Canada, the Caribbean and Latin America. Prior to the completion of the Company’s first acquisition pursuant to its “buy-and-build” growth strategy, the Company’s operations related to these activities consisted solely of the business and operations of Steiner-Atlantic Corp. (“Steiner-Atlantic”), a wholly-owned subsidiary of the Company. Beginning in 2015, the Company implemented a “buy-and-build” growth strategy and has since acquired the following businesses under such growth strategy: • On October 10, 2016, the Company acquired substantially all the assets of California-based Western State Design, LLC. • On June 19, 2017, the Company acquired substantially all of the assets of Colorado- based Martin-Ray Laundry Systems, Inc. • On October 31, 2017, the Company acquired substantially all of the assets of Georgia-based Tri-State Technical Services, Inc. • On February 9, 2018, the Company acquired substantially all of the assets of Texas-based companies, Zuf Acquisitions I LLC (d/b/a AAdvantage Laundry Systems) and Sky-Rent LP. • On September 4, 2018, the Company acquired (the “ILS Acquisition”) substantially all of the assets of Florida-based Industrial Laundry Services, Inc. (“ILS”). • On September 12, 2018, the Company acquired (the “SEI Acquisition”) substantially all of the assets of Texas-based Scott Equipment Inc. (“SEI”). Each acquisition described above was effected by the Company, indirectly through a wholly-owned subsidiary formed by the Company for the purpose of purchasing the acquired assets and operating the related business following the acquisition, and included both cash consideration and stock consideration in the form of shares of the Company’s common stock. In connection with each acquisition, the Company, indirectly through its applicable wholly-owned subsidiary, also assumed certain of the liabilities of the acquired business. The financial position, including assets and liabilities, and results of operations of the acquired businesses following the respective closing dates are included in the Company’s consolidated financial statements. See Note 3 for additional information regarding the ILS Acquisition and the SEI Acquisition. See also Note 12 for information regarding the Company’s acquisition of Washington Automated, Inc. and Lucken, Inc. on November 6, 2018. In addition to the activities described above, the Company, through an indirect wholly-owned subsidiary, also owns the worldwide rights to the name DRYCLEAN USA® and licenses the right to use such name for a fee to retail dry cleaners in the United States, the Caribbean and Latin America. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note (2) – Summary of Significant Accounting Policies: Adoption of New Revenue Standard In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”). Topic 606 supersedes the revenue requirements in ASU Topic 605, “Revenue Recognition” ("Topic 605"), and requires the recognition of revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new standard also includes Subtopic 340-40, “Other Assets and Deferred Costs - Contracts with Customers”, which discusses the deferral of incremental costs of obtaining a contract with a customer, including the period of amortization of such costs. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. Collectively, the Company refers to Topic 606 and Subtopic 340-40 as the "New Revenue Standard." The Company adopted the New Revenue Standard on July 1, 2018 using the modified retrospective approach. The New Revenue Standard did not have an impact on the amount and timing of the Company’s revenue recognition. Results for reporting periods beginning on and after July 1, 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods. Revenue Recognition Performance Obligations Revenue primarily consists of revenues from the sale or leasing of commercial and industrial laundry and dry cleaning equipment and steam and hot water boilers manufactured by others; the sale of related replacement parts and accessories; and the provision of installation and maintenance services. The Company generates revenue primarily from the sale of finished products to customers. Therefore, the majority of the Company’s contracts are short-term in nature and have a single performance obligation (to deliver products), and the Company’s performance obligation is satisfied when control of the product is transferred to the customer. Other contracts contain a combination of equipment sales and services, which services are distinct and accounted for as separate performance obligations. Revenue is recognized when control transfers to the Company’s customers via shipment of products or delivery of services and the Company has the right to receive consideration for these products and services. From time to time, the Company enters into longer-termed contracts which provides for the sale of the equipment by the Company and the provision by the Company of related installation and construction services. The installation on these types of contracts is usually completed within six to twelve months. These longer-term contracts have a single performance obligation where revenue is recognized over time. The Company measures revenue as the amount of consideration it expects to be entitled to receive in exchange for those goods or services, net of any taxes collected from customers and subsequently remitted to governmental authorities. Shipping and handling costs associated with shipping and handling activities performed after the customer obtains control are accounted for as fulfillment costs. Revenue from products transferred to customers at a point in time include commercial and vended laundry parts and equipment sales and accounted for approximately 81% of the Company’s revenue for the three months ended September 30, 2018. Revenue from products transferred to customers at a point in time is recognized when obligations under the terms of the contract with the Company’s customer are satisfied; generally this occurs with the transfer of control upon shipment. Revenues that are recognized over time include (i) contracts that include equipment purchase with installation, and construction services, (ii) maintenance contracts, and (iii) ad hoc maintenance and installation service contracts. Revenue from products and services that are recognized over time accounted for approximately 19% of the Company’s revenue for the three months ended September 30, 2018. Contract Assets and Liabilities Contract assets and liabilities are presented in the Company’s Condensed Consolidated Balance Sheets. Contract assets consist of unbilled amounts resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. The Company typically receives progress payments on sales under long-term contracts as work progresses, although for some contracts, the Company may be entitled to receive an advance payment. Contract liabilities consist of advanced payments, billings in excess of costs incurred and deferred revenue. Significant Accounting Policies Except for the New Revenue Standard adopted on July 1, 2018, there have been no changes to the Company’s significant accounting policies from those described in Note 1 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note (3) – Acquisitions ILS Acquisition On September 4, 2018, the Company completed the ILS Acquisition pursuant to which the Company, through its wholly-owned subsidiary, Industrial Laundry Services, Inc. (“Industrial Laundry Services”), purchased substantially all of the assets and assumed certain of the liabilities of ILS, a Florida-based distributor of commercial, industrial, and vended laundry products and provider of installation and maintenance services to the new and replacement segments of the commercial, industrial and vended laundry industry. The consideration for the transaction consisted of $671,000 in cash, net of $50,000 of cash acquired and 20,699 shares of the Company’s common stock. The Company funded the cash consideration with borrowings under its credit facility at the time. The ILS Acquisition was treated for accounting purposes as a purchase of ILS using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations SEI Acquisition On September 12, 2018, the Company, indirectly through Scott Equipment, Inc. (“Scott Equipment”), the Company’s wholly-owned subsidiary, completed the SEI Acquisition pursuant to which it purchased substantially all of the assets of SEI for a purchase price consisting of approximately $6,500,000 in cash and 209,678 shares of the Company’s common stock. The Company funded the cash consideration with borrowings under its credit facility at the time. Fees and expenses related to the SEI Acquisition, consisting primarily of legal and other professional fees, totaled approximately $65,000 and are classified as selling, general and administrative expenses in the Company’s consolidated statement of operations for the three months ended September 30, 2018. The Company, indirectly through Scott Equipment, also assumed certain of the liabilities of SEI. The total purchase price for accounting purposes was $15.9 million, which included cash acquired of $2.8 million. The SEI Acquisition was treated for accounting purposes as a purchase of SEI using the acquisition method of accounting in accordance with ASC 805, Business Combinations Purchase price consideration: Cash consideration, net of cash acquired (a) $ 3,711 Stock consideration (b) 9,436 Total purchase price consideration, net of cash acquired $ 13,147 (a)Includes $6,500,000 paid net of $2.8 million of cash acquired. (b)Calculated as 209,678 shares of the Company’s common stock, multiplied by $45.00, the closing price of the Company’s common stock on the closing date. Allocation of purchase price consideration: Accounts receivable $ 2,753 Inventory 1,595 Other assets 99 Property, plant and equipment 372 Intangible assets 3,100 Accounts payable and accrued expenses (509 ) Customer deposits (398 ) Total identifiable net assets 7,012 Goodwill 6,135 Total $ 13,147 The Company is continuing its valuation of the net assets acquired, which are subject to adjustment in accordance with the Asset Purchase Agreement. Accordingly, the purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of the net assets acquired at the closing date is obtained during the post-closing measurement period of up to one year. The Company is also still assessing certain working capital items. Intangible assets consist of $1.3 million allocated to the Scott Equipment trade name and $1.8 million allocated to customer-related intangible assets. The Scott Equipment trade name is indefinite-lived and therefore not subject to amortization. The Scott Equipment trade name will be evaluated for impairment annually or more frequently if an event occurs or circumstances change that indicate it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets will be amortized over 10 years. Goodwill is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the SEI Acquisition. Supplemental Pro Forma Results of Operations The following unaudited supplemental pro forma information presents the results of operations of the Company, after giving effect to the ILS Acquisition and SEI Acquisition, as if the Company had completed the ILS Acquisition and SEI Acquisition on July 1, 2017, but using the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the respective closing dates of the acquisitions. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been if the ILS Acquisition and SEI Acquisition had occurred on the date assumed, nor are they indicative of future results of operations. For the three months ended (in thousands) 2018 2017 Revenues $ 48,557 $ 32,591 Net income 963 767 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note (4) - Earnings Per Share: For the three months ended 2018 2017 Net income $ 796 $ 563 Less: distributed and undistributed income allocated to unvested restricted common stock 58 44 Net income allocated to EnviroStar, Inc. shareholders $ 738 $ 519 Weighted average shares outstanding used in basic earnings per share 11,236 10,468 Dilutive common share equivalents 538 381 Weighted average shares outstanding used in diluted earnings per share 11,774 10,849 Basic earnings per share $ 0.07 $ 0.05 Diluted earnings per share $ 0.06 $ 0.05 At September 30, 2018 and 2017, other than 903,102 shares and 890,576 shares, respectively, of restricted common stock discussed above, there were no potentially dilutive securities outstanding. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note (5) - Debt: September 30, June 30, Term Loan $ 6,076 $ 6,375 Revolving Line of Credit 15,346 3,697 Less: unamortized discount and deferred financing costs (55 ) (60 ) Total debt, net 21,367 10,012 Less: current maturities of long-term debt (1,195 ) (1,195 ) Total long-term debt $ 20,172 $ 8,817 As of September 30, 2018, the Company had a credit facility (the “Credit Facility”), which included a revolving line of credit (the “Revolving Line of Credit”) of up to $20.0 million (subject to a cap determined using an asset-based formula, which could limit the amount available for borrowing under the revolving line of credit to a lesser amount) and a term loan (the “Term Loan”). As of September 31, 2018, $15.3 million was outstanding under the Revolving Line of Credit and $6.1 million was outstanding under the Term Loan. Interest on the outstanding principal amount of borrowings under the Credit Facility accrued at an annual rate equal to the daily one-month LIBOR, plus (i) 2.25% in the case of borrowings under the Revolving Line of Credit and (ii) 2.85% in the case of borrowings under the Term Loan. In addition to interest payments, the Company was required to make monthly principal payments on borrowings outstanding under the Term Loan, with the balance due upon maturity. As of September 30, 2018, the required principal payments were $100,000 per month. The Credit Facility had a term of five years and a maturity date of October 10, 2021. The obligations of the Company under the Credit Facility were secured by substantially all of the assets of the Company and its subsidiaries. In addition, the Company’s subsidiaries jointly and severally guaranteed the performance of the Company’s payment and other obligations under the Credit Facility. The Credit Facility contained certain covenants, including affirmative covenants which required the Company to meet certain financial criteria, including a fixed charge coverage ratio, an asset coverage ratio, a senior leverage ratio and a total leverage ratio. At September 30, 2018, the Company was in compliance with all Credit Facility covenants and $4.7 million was available for borrowing under the Revolving Line of Credit. On November 2, 2018, the Company entered into a new credit agreement and, in connection therewith, repaid all outstanding amounts under, and terminated, the Credit Facility. See Note 12 for additional information regarding the agreement. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note (6) - Income Taxes: Income taxes are recorded in the Company’s quarterly financial statements based on the Company’s estimated annual effective income tax rate, subject to adjustment for discrete events, should they occur. As of September 30, 2018 and June 30, 3018, the Company had net deferred tax liabilities of approximately $573,000 and $558,000, respectively. Consistent with the guidance of the FASB regarding accounting for income taxes, the Company regularly estimates its ability to recover deferred tax assets and establishes a valuation allowance against deferred tax assets to reduce the balance to amounts expected to be recoverable. This evaluation includes the consideration of several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods over which temporary differences reverse, the expected reversal of deferred tax liabilities, past and projected taxable income and available tax planning strategies. As of September 30, 2018, management believed that it was more-likely-than not that the results of future operations will generate sufficient taxable income to realize the net amount of the Company’s deferred tax assets over the periods during which temporary differences reverse. The Company follows ASC Topic 740-10-25, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. During the three months ended September 30, 2018 and 2017, the Company’s accounting for income taxes in accordance with this standard did not result in any adjustment to the Company’s provision for income taxes. As of September 30, 2018, the Company was subject to potential federal and state tax examinations for the tax years 2015 through 2018. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Note (7) – Equity Incentive Plan: The following is a summary of non-vested restricted stock activity as of and for the period ended September 30, 2018: Shares Weighted-Average Non-vested restricted stock outstanding at June 30, 2018 903,102 $ 18.41 Granted — — Vested — — Forfeited — — Non-vested restricted stock outstanding at September 30, 2018 903,102 $ 18.41 |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Note (8) – Transactions with Related Parties: On October 10, 2016, the Company’s wholly-owned subsidiary, Western State Design, Inc. (“Western State Design”), entered into a lease agreement pursuant to which it leases 17,600 square feet of warehouse and office space from an affiliate of Dennis Mack, a director and Executive Vice President of the Company, and Tom Marks, an Executive Vice President of the Company. Monthly base rental payments are $12,000 during the initial term of the lease. In addition to base rent, Western State Design is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under this lease totaled approximately $36,000 during each of the three months ended September 30, 2018 and 2017. On June 19, 2017, the Company’s wholly-owned subsidiary, Martin-Ray Laundry Systems, Inc. (“Martin-Ray”), entered into a lease agreement pursuant to which it leases 10,000 square feet of warehouse and office space from an affiliate of Jim Hohnstein, President of Martin-Ray. Monthly base rental payments are $6,500 during the initial term of the lease. In addition to base rent, Martin-Ray is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of three years and provides for two successive three-year renewal terms at the option of the Company. Payments under this lease totaled approximately $20,000 and $18,000 during the three months ended September 30, 2018 and 2017, respectively. On October 31, 2017, the Company’s wholly-owned subsidiary, Tri-State Technical Services, Inc. (“Tri-State”), entered into lease agreements pursuant to which it leases a total of 81,000 square feet of warehouse and office space from an affiliate of Matt Stephenson, President of Tri-State. Monthly base rental payments total $21,000 during the initial terms of the leases. In addition to base rent, Tri-State is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $63,000 during the three months ended September 30, 2018. On February 9, 2018, the Company’s wholly-owned subsidiary, AAdvantage Laundry Systems, Inc. (“AAdvantage”), entered into a lease agreement pursuant to which it leases a total of 5,000 square feet of warehouse and office space from an affiliate of Mike Zuffinetti, Chief Executive Officer of AAdvantage. Monthly base rental payments are $3,950 during the initial term of the lease. In addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. In addition, during February 2018, AAdvantage entered into a month-to-month lease agreement with an affiliate of Mike Zuffinetti. The lease is for a total of 17,000 square feet of warehouse and office space. Monthly base rental payments under this lease are $13,500. Payments under these leases totaled approximately $52,000 during the three months ended September 30, 2018. On September 4, 2018, the Company’s wholly-owned subsidiary, Industrial Laundry Services, entered into lease agreements pursuant to which it leases a total of 4,800 square feet of warehouse and office space from an affiliate of Troy Piper, President of Industrial Laundry Services, and Erin Jolley-Piper, Director of Operations of Industrial Laundry Services. Monthly base rental payments total $3,000 during the initial terms of the leases. In addition to base rent, Industrial Laundry Services is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $3,000 during the three months ended September 30, 2018. On September 12, 2018, the Company’s wholly-owned subsidiary, Scott Equipment, entered into lease agreements pursuant to which it leases a total of 18,000 square feet of warehouse and office space from an affiliate of Scott Martin, President of Scott Equipment. Monthly base rental payments total $11,000 during the initial terms of the leases. In addition to base rent, Scott Equipment is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $11,000 during the three months ended September 30, 2018. |
Recently Issued Accounting Guid
Recently Issued Accounting Guidance | 3 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Guidance | Note (9) – Recently Issued Accounting Guidance In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which is designed to simplify the subsequent measurement of goodwill. The new guidance will eliminate the second step from the goodwill impairment test required in computing the implied fair value of goodwill. Instead, under the new guidance, an entity will be required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and, if applicable, the entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the charge recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when performing the goodwill impairment test. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 (the fiscal year ending June 30, 2021 for the Company), with early adoption permitted. The Company is currently evaluating the impact, if any, that adopting this guidance may have on its consolidated financial statements. Other than as described above, management does not believe that accounting standards and updates which have been issued but are not yet effective will have a material impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note (10) – Commitments and Contingencies |
Goodwill
Goodwill | 3 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note (11) – Goodwill Balance at June 30, 2018 $ 37,061 Goodwill from ILS Acquisition 797 Goodwill from SEI Acquisition 6,135 Balance at September 30, 2018 $ 43,993 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note (12) – Subsequent Events On November 2, 2018, the Company entered into a Credit Agreement (the “New Credit Agreement”) for a five-year revolving credit facility in the maximum aggregate principal amount of up to $100 million, with an accordion feature to increase the revolving credit facility by up to $40 million for a total of $140 million. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $5 million and for the issuance of standby letters of credit up to a sublimit of $10 million. Borrowings (other than swingline loans) under the New Credit Agreement bear interest at a rate based on (a) LIBOR plus a margin that ranges between 1.25% and 1.75% depending on the Company’s consolidated leverage ratio, which is a ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Consolidated Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points, and (iii) the one month LIBOR rate plus 100 basis points (such highest rate, the “Base Rate”), plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. Swingline loans bear interest calculated at the Base Rate plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. The New Credit Agreement has a term of five-years and matures on November 2, 2023. The New Credit Agreement contains certain covenants, including financial covenants requiring the Company to comply with maximum leverage ratios and minimum interest coverage ratios. The New Credit Agreement also contains other provisions which may restrict the Company’s ability to, among other things, dispose of or acquire assets or businesses, incur additional indebtedness, make certain investments and capital expenditures, pay dividends, repurchase shares and enter into transactions with affiliates. The obligations of the Company under the New Credit Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries, and are guaranteed, jointly and severally, by certain of the Company’s subsidiaries. The New Credit Agreement replaces the Company’s previously Credit Facility, which was repaid in full with borrowings of approximately $20.8 million under the New Credit Agreement. On November 6, 2018, the Company acquired Washington Automated, Inc. and Lucken, Inc. (collectively “Washington Automated”), pursuant to a merger whereby Washington Automated merged with and into, and became a wholly-owned subsidiary of the Company. Washington Automated is a Washington-based distributor of commercial, industrial, and vended laundry products and provider of installation and maintenance services to the new and replacement segments of the commercial, industrial and vended laundry industry. The consideration paid by the Company in connection with the merger consisted of cash and stock and was immaterial to the Company on a consolidated basis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Adoption of New Revenue Standard | Adoption of New Revenue Standard In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”). Topic 606 supersedes the revenue requirements in ASU Topic 605, “Revenue Recognition” ("Topic 605"), and requires the recognition of revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new standard also includes Subtopic 340-40, “Other Assets and Deferred Costs - Contracts with Customers”, which discusses the deferral of incremental costs of obtaining a contract with a customer, including the period of amortization of such costs. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. Collectively, the Company refers to Topic 606 and Subtopic 340-40 as the "New Revenue Standard." The Company adopted the New Revenue Standard on July 1, 2018 using the modified retrospective approach. The New Revenue Standard did not have an impact on the amount and timing of the Company’s revenue recognition. Results for reporting periods beginning on and after July 1, 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods. |
Revenue Recognition | Revenue Recognition Performance Obligations Revenue primarily consists of revenues from the sale or leasing of commercial and industrial laundry and dry cleaning equipment and steam and hot water boilers manufactured by others; the sale of related replacement parts and accessories; and the provision of installation and maintenance services. The Company generates revenue primarily from the sale of finished products to customers. Therefore, the majority of the Company’s contracts are short-term in nature and have a single performance obligation (to deliver products), and the Company’s performance obligation is satisfied when control of the product is transferred to the customer. Other contracts contain a combination of equipment sales and services, which services are distinct and accounted for as separate performance obligations. Revenue is recognized when control transfers to the Company’s customers via shipment of products or delivery of services and the Company has the right to receive consideration for these products and services. From time to time, the Company enters into longer-termed contracts which provides for the sale of the equipment by the Company and the provision by the Company of related installation and construction services. The installation on these types of contracts is usually completed within six to twelve months. These longer-term contracts have a single performance obligation where revenue is recognized over time. The Company measures revenue as the amount of consideration it expects to be entitled to receive in exchange for those goods or services, net of any taxes collected from customers and subsequently remitted to governmental authorities. Shipping and handling costs associated with shipping and handling activities performed after the customer obtains control are accounted for as fulfillment costs. Revenue from products transferred to customers at a point in time include commercial and vended laundry parts and equipment sales and accounted for approximately 81% of the Company’s revenue for the three months ended September 30, 2018. Revenue from products transferred to customers at a point in time is recognized when obligations under the terms of the contract with the Company’s customer are satisfied; generally this occurs with the transfer of control upon shipment. Revenues that are recognized over time include (i) contracts that include equipment purchase with installation, and construction services, (ii) maintenance contracts, and (iii) ad hoc maintenance and installation service contracts. Revenue from products and services that are recognized over time accounted for approximately 19% of the Company’s revenue for the three months ended September 30, 2018. Contract Assets and Liabilities Contract assets and liabilities are presented in the Company’s Condensed Consolidated Balance Sheets. Contract assets consist of unbilled amounts resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. The Company typically receives progress payments on sales under long-term contracts as work progresses, although for some contracts, the Company may be entitled to receive an advance payment. Contract liabilities consist of advanced payments, billings in excess of costs incurred and deferred revenue. |
Significant Accounting Policies | Significant Accounting Policies Except for the New Revenue Standard adopted on July 1, 2018, there have been no changes to the Company’s significant accounting policies from those described in Note 1 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Business Acquisition [Line Items] | |
Schedule of Supplemental Pro Forma Results of Operations | These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been if the ILS Acquisition and SEI Acquisition had occurred on the date assumed, nor are they indicative of future results of operations. For the three months ended (in thousands) 2018 2017 Revenues $ 48,557 $ 32,591 Net income 963 767 |
SEI Technical Services [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price | The computation of the purchase price consideration and the preliminary allocation of the consideration to the net assets acquired are presented in the following tables (in thousands): Purchase price consideration: Cash consideration, net of cash acquired (a) $ 3,711 Stock consideration (b) 9,436 Total purchase price consideration, net of cash acquired $ 13,147 (a)Includes $6,500,000 paid net of $2.8 million of cash acquired. (b)Calculated as 209,678 shares of the Company’s common stock, multiplied by $45.00, the closing price of the Company’s common stock on the closing date. |
Schedule of Allocation of Purchase Price Consideration | Allocation of purchase price consideration: Accounts receivable $ 2,753 Inventory 1,595 Other assets 99 Property, plant and equipment 372 Intangible assets 3,100 Accounts payable and accrued expenses (509 ) Customer deposits (398 ) Total identifiable net assets 7,012 Goodwill 6,135 Total $ 13,147 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and diluted earnings per share | Basic and diluted earnings per share for the three months ended September 30, 2018 and 2017 are computed as follows (in thousands, except per share data): For the three months ended 2018 2017 Net income $ 796 $ 563 Less: distributed and undistributed income allocated to unvested restricted common stock 58 44 Net income allocated to EnviroStar, Inc. shareholders $ 738 $ 519 Weighted average shares outstanding used in basic earnings per share 11,236 10,468 Dilutive common share equivalents 538 381 Weighted average shares outstanding used in diluted earnings per share 11,774 10,849 Basic earnings per share $ 0.07 $ 0.05 Diluted earnings per share $ 0.06 $ 0.05 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Long-term debt as of September 30, 2018 and June 30, 2018 are as follows (in thousands): September 30, June 30, Term Loan $ 6,076 $ 6,375 Revolving Line of Credit 15,346 3,697 Less: unamortized discount and deferred financing costs (55 ) (60 ) Total debt, net 21,367 10,012 Less: current maturities of long-term debt (1,195 ) (1,195 ) Total long-term debt $ 20,172 $ 8,817 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Non-vested Restricted Stock Activity | The following is a summary of non-vested restricted stock activity as of and for the period ended September 30, 2018: Shares Weighted-Average Non-vested restricted stock outstanding at June 30, 2018 903,102 $ 18.41 Granted — — Vested — — Forfeited — — Non-vested restricted stock outstanding at September 30, 2018 903,102 $ 18.41 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows (in thousands): Balance at June 30, 2018 $ 37,061 Goodwill from ILS Acquisition 797 Goodwill from SEI Acquisition 6,135 Balance at September 30, 2018 $ 43,993 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Revenue [Member] | 3 Months Ended |
Sep. 30, 2018 | |
Revenue from products transferred to customers at point in time [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 81.00% |
Revenues that are recognized over time [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 19.00% |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) | 3 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
ILS Acquisition [Member] | Goodwill [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets acquired | $ 797,000 |
ILS Acquisition [Member] | Customer-related intangible assets [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets acquired | 400,000 |
ILS Acquisition [Member] | Trade Names [Member] | |
Business Acquisition [Line Items] | |
Indefinite lived intangible assets acquired | 130,000 |
ILS Technical Services [Member] | |
Business Acquisition [Line Items] | |
Cash Consideration | $ 671,000 |
Stock Consideration | shares | 20,699 |
Cash acquired | $ 50,000 |
SEI Technical Services [Member] | |
Business Acquisition [Line Items] | |
Cash Consideration | $ 6,500,000 |
Stock Consideration | shares | 209,678 |
Acquisition legal and other professional fees | $ 65,000 |
Total purchase price for accounting purposes | 15,900,000 |
Cash acquired | $ 2,800,000 |
Closing price | $ / shares | $ 45 |
SEI Technical Services [Member] | Goodwill [Member] | |
Business Acquisition [Line Items] | |
Amortized life | 15 years |
SEI Technical Services [Member] | Customer-related intangible assets [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets acquired | $ 1,800,000 |
Amortized life | 10 years |
SEI Technical Services [Member] | Trade Names [Member] | |
Business Acquisition [Line Items] | |
Indefinite lived intangible assets acquired | $ 1,300,000 |
Acquisitions (Schedule of Purch
Acquisitions (Schedule of Purchase Price) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Purchase price consideration: | |||
Cash consideration, net of cash acquired | $ 4,294 | ||
SEI Technical Services [Member] | |||
Purchase price consideration: | |||
Cash consideration, net of cash acquired | [1] | 3,711 | |
Stock consideration | [2] | 9,436 | |
Total purchase price, net of cash acquired | $ 13,147 | ||
[1] | Includes $6,500,000 paid net of $2.8 million of cash acquired. | ||
[2] | Calculated as 209,678 shares of the company's common stock, multiplied by $45.00, the closing price of the Company's common stock on the closing date. |
Acquisitions (Schedule of Alloc
Acquisitions (Schedule of Allocation of purchase price consideration) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Allocation of purchase price consideration (in thousands): | ||
Goodwill | $ 43,993 | $ 37,061 |
Tri-State Technical Services [Member] | ||
Allocation of purchase price consideration (in thousands): | ||
Accounts receivable | 2,753 | |
Inventory | 1,595 | |
Other assets | 99 | |
Property, plant and equipment | 372 | |
Intangible assets | 3,100 | |
Accounts payable and accrued expenses | (509) | |
Customer deposits | (398) | |
Total identifiable net assets | 7,012 | |
Goodwill | 6,135 | |
Total | $ 13,147 |
Acquisitions (Schedule of Suppl
Acquisitions (Schedule of Supplemental Pro Forma Results of Operations) (Details) - Tri-State Technical Services [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||
Revenues | $ 48,557 | $ 32,591 |
Net income | $ 963 | $ 767 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||
Net income | $ 796 | $ 563 |
Less: distributed and undistributed income allocated to unvested restricted common stock | 58 | 44 |
Net income allocated to EnviroStar, Inc. shareholders | $ 738 | $ 519 |
Weighted average shares outstanding used in basic earnings per share | 11,236 | 10,468 |
Dilutive common share equivalents | 538 | 381 |
Weighted average shares outstanding used in diluted earnings per share | 11,774 | 10,849 |
Basic earnings per share | $ 0.07 | $ 0.05 |
Diluted earnings per share | $ 0.06 | $ 0.05 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Debt Instrument [Line Items] | ||
Revolving line of credit facility amount outstanding | $ 15,346,000 | $ 3,697,000 |
Debt outstanding | 21,367,000 | $ 10,012,000 |
Credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving line of credit facility maximum borrowing capacity | 20,000,000 | |
Revolving line of credit facility amount outstanding | $ 15,300,000 | |
Basis of variable interest rate | one-month LIBOR, plus | |
Spread on variable interest rate basis | 2.25% | |
Expiration date | Oct. 10, 2021 | |
Credit facility term | 5 years | |
Amount available for borrowing under the revolving line of credit facility | $ 4,700,000 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 6,100,000 | |
Spread on variable interest rate basis | 2.85% | |
Monthly payments | $ 100,000 |
Debt (Schedule of Long-term deb
Debt (Schedule of Long-term debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Debt Disclosure [Abstract] | ||
Term Loan | $ 6,076 | $ 6,375 |
Revolving Line of Credit | 15,346 | 3,697 |
Less: unamortized discount and deferred financing costs | (55) | (60) |
Total debt, net | 21,367 | 10,012 |
Less: current maturities of long-term debt | (1,195) | (1,195) |
Total long-term debt | $ 20,172 | $ 8,817 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax liabilities, net | $ 573 | $ 558 |
Equity Incentive Plan (Narrativ
Equity Incentive Plan (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares authorized under 2015 Equity Incentive Plan | 1,500,000 | |
Awards granted under 2015 Equity Incentive Plan | 0 | 0 |
Unrecognized compensation expense, net of estimated forfeitures, related to non-vested restricted stock | $ 15.1 |
Equity Incentive Plan (Schedule
Equity Incentive Plan (Schedule of Non-vested Restricted Stock Activity) (Details) - Restricted stock [Member] | 3 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested restricted stock outstanding, beginning of period | shares | 903,102 |
Granted | shares | |
Vested | shares | |
Forfeited | shares | |
Non-vested restricted stock outstanding, end of period | shares | 903,102 |
Weighted-average grant date fair value, beginning of period | $ / shares | $ 18.41 |
Granted | $ / shares | |
Vested | $ / shares | |
Forfeited | $ / shares | |
Weighted-average grant date fair value, end of period | $ / shares | $ 18.41 |
Transactions with Related Par_2
Transactions with Related Parties (Details) | 3 Months Ended | |
Sep. 30, 2018USD ($)ft² | Sep. 30, 2017USD ($) | |
Michael S. Steiner [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 3 years | |
Area of lease | ft² | 27,000 | |
Lease start date | Nov. 1, 2014 | |
Annual rent payment, year one | $ 12,000 | |
Rental expense | $ 36,000 | $ 33,000 |
Dennis Mack and Tom Marks [Member] | Western State Design [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 5 years | |
Area of lease | ft² | 17,600 | |
Annual rent payment, year one | $ 12,000 | |
Rental expense | $ 36,000 | 36,000 |
Martin-Ray [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 3 years | |
Area of lease | ft² | 10,000 | |
Annual rent payment, year one | $ 6,500 | |
Rental expense | $ 20,000 | $ 18,000 |
Matt Stephenson [Member] | Tri-State [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 5 years | |
Area of lease | ft² | 81,000 | |
Annual rent payment, year one | $ 21,000 | |
Rental expense | $ 63,000 | |
Mike Zuffinetti [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 5 years | |
Area of lease | ft² | 17,000 | |
Annual rent payment, year one | $ 13,500 | |
Rental expense | $ 52,000 | |
Mike Zuffinetti [Member] | AAdvantage [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 5 years | |
Area of lease | ft² | 5,000 | |
Annual rent payment, year one | $ 3,950 | |
Rental expense | $ 52,000 | |
Troy Piper [Member] | Industrial Laundry Services [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 5 years | |
Area of lease | ft² | 4,800 | |
Annual rent payment, year one | $ 3,000 | |
Rental expense | $ 3,000 | |
Scott Martin [Member] | Scott Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Original lease term | 5 years | |
Area of lease | ft² | 18,000 | |
Annual rent payment, year one | $ 11,000 | |
Rental expense | $ 11,000 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Jun. 30, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding performance and payment bonds | $ 8.3 | $ 8.3 |
Estimated costs to complete projects secured by performance and payment bonds | $ 2.7 | $ 4.4 |
Goodwill (Schedule of Carrying
Goodwill (Schedule of Carrying Amount of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance, beginning | $ 37,061 |
Goodwill from ILS Acquisition | 797 |
Goodwill from SEI Acquisition | 6,135 |
Balance, ending | $ 43,993 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 02, 2018 | Sep. 30, 2018 |
Credit facility [Member] | ||
Subsequent Event [Line Items] | ||
Revolving line of credit facility amount | $ 20,000,000 | |
Expiration date | Oct. 10, 2021 | |
Credit facility term | 5 years | |
Repayment of revolving line of credit | $ 20,800,000 | |
Subsequent Event [Member] | New Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Revolving line of credit facility amount | 100,000,000 | |
Revolving line of credit, amount of accordion feature | 40,000,000 | |
Revolving line of credit, sublimit borrowing capacity allowable for Swingline loans | 5,000,000 | |
Revolving line of credit, sublimit borrowing capacity allowable for standby letters of credit | $ 10,000,000 | |
Revolving line of credit, interest rate description | Borrowings (other than swingline loans) under the New Credit Agreement bear interest at a rate based on (a) LIBOR plus a margin that ranges between 1.25% and 1.75% depending on the Company’s consolidated leverage ratio, which is a ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Consolidated Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points, and (iii) the one month LIBOR rate plus 100 basis points (such highest rate, the “Base Rate”), plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. Swingline loans bear interest calculated at the Base Rate plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. | |
Expiration date | Nov. 2, 2023 | |
Credit facility term | 5 years |