mtrx-20220509
0000866273false00008662732022-05-092022-05-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 _________________
FORM 8-K
__________________ 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 9, 2022
___________________ 
Matrix Service Company
(Exact Name of Registrant as Specified in Its Charter)
___________________ 
Delaware 001-15461 73-1352174
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
918-838-8822
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
__________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareMTRXNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02Results of Operations and Financial Condition.
On May 9, 2022, Matrix Service Company (the “Company”) issued a press release announcing financial results for the third quarter of fiscal 2022. The full text of the press release is attached as Exhibit 99 to this Current Report on Form 8-K. The information in this Item 2.02 and Exhibit 99 attached hereto is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
The following exhibits are furnished herewith:
Exhibit No.Description
99
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 Matrix Service Company
Dated: May 9, 2022 By: /s/ Kevin S. Cavanah
   
  Kevin S. Cavanah
  Vice President and Chief Financial Officer

Document
Exhibit 99

https://cdn.kscope.io/16d5658ac3823f13b3c2831e287b440a-matrixlogoa01a09.gif
MATRIX SERVICE COMPANY REPORTS THIRD QUARTER FISCAL 2022 RESULTS
TULSA, OK – May 9, 2022 – Matrix Service Company (Nasdaq: MTRX), a leading contractor to the energy and industrial markets across North America, today reported financial results for its third quarter of fiscal 2022.
Key highlights:
Project awards in the quarter of $179.7 million bring year-to-date awards to $638.7 million, an 81% increase compared to first nine months of the prior year, resulting in a book-to-bill of 1.3 year-to-date
Recent notable awards include thermal vacuum chambers, electrical infrastructure projects, construction of a borate mining facility, and early engineering for an LNG export terminal
Backlog increased to $594.2 million, an increase of 28% compared to the start of the fiscal year
Liquidity of $86.8 million and no debt
Third quarter revenue of $177.0 million and loss per fully diluted share of $1.30; adjusted loss per fully diluted share of $0.50(1) excluding one-time non-cash items
Our revenue volume and financial performance have been impacted by delays in project starts on certain projects in our backlog as well as delays in awards of larger project work. While I am pleased that we achieved our third consecutive quarter with a book-to-bill of greater than 1.0 and have a book-to-bill of 1.3 through the first nine months of our fiscal year, I am more excited by our near-term project pipeline, which should lead to material increases in backlog over the next two quarters as larger energy infrastructure projects are awarded. In addition to the long-term need for reliable natural gas supply, recent global events underscore the urgency of accelerating these projects to support the world’s need for enhanced energy security by increasing the availability of LNG globally. Many of these projects are in our sales pipeline, and we expect them to materialize over the next six months," said John R. Hewitt, President and CEO.
"We continue to strengthen Matrix through the expansion of our shared service model to include enterprise-wide finance, accounting and human resources, and creation of a center of operational excellence to initially optimize procurement and quality, health and safety and ultimately include various project management and proposal services. This will allow us to better deliver against the opportunity set that lies ahead and also mitigate execution risk going forward.”
Earnings Summary
Revenue in the third quarter of fiscal 2022 was $177.0 million, an increase of $15.0 million compared to second quarter fiscal 2022 revenue of $162.0 million. Gross margin (loss) was (1.0%) in the third quarter of fiscal 2022 primarily due to under recovered overheads as well as an increase in forecasted cost on two projects won in the very competitive environment during the height of the pandemic.
In the Storage and Terminals Solutions segment, a gross margin (loss) of (0.9%) for the quarter was primarily the result of under recovered overheads and the execution of smaller competitively priced capital projects.
In the Process and Industrial Facilities segment, third quarter gross margin (loss) of (0.6%) was primarily due to an increase in forecasted costs to complete a midstream gas processing project. The increase in forecasted costs was primarily due to poor performance of a, now terminated, subcontractor, which will require rework in order to meet our client's expectations.
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In the Utility and Power Infrastructure segment, third quarter gross margin was (0.8%) as a result of under recovery of construction overhead costs, lower margins on capital work bid competitively, and an increase in forecasted cost on a capital project.
In the third quarter, we recorded a non-cash impairment to goodwill of $18.3 million.
We booked a $1.6 credit to restructuring costs due to a favorable settlement of a restructuring obligation related to our exit from the domestic iron and steel industry in fiscal 2020. We continued to implement our previously announced business improvement plan during the third quarter. The current phase of our plan is focused on the consolidation of transactional services, procedures and operational talent to increase our efficiency, competitiveness and profitability. Since we implemented the plan in fiscal 2020, we estimate that we have reduced our cost structure by approximately $82 million, or 30%, with one third of those reductions related to SG&A and the rest related to construction overhead, which is included in cost of revenue in the Condensed Consolidated Statements of Income.
Our effective tax rates for the three months ended March 31, 2022 and March 31, 2021 were 0.4% and 28.2%, respectively. The effective tax rate was impacted by a $7.7 million valuation allowance placed on our deferred tax assets during the third quarter of fiscal 2022.
For the three months ended March 31, 2022, we had a net loss of $34.9 million, or $1.30 per fully diluted share, compared to a net loss of $12.9 million, or $0.49 per fully diluted share, in the three months ended March 31, 2021. For the three months ended March 31, 2022, we had and adjusted net loss of $13.4 million, or $0.50 per fully diluted share compared to an adjusted loss of $11.5 million, or $0.43 per diluted share, for the three months ended March 31, 2021.
Backlog
Our backlog as of March 31, 2022 was $594.2 million. Project awards totaled $179.7 million and $638.7 million during the three and nine months ended March 31, 2022, respectively, leading to book-to-bill ratios of 1.0 and 1.3 for the three and nine-month periods. On a segment basis, the third quarter book-to-bill was 0.4 for Utility and Power Infrastructure (0.7 year-to-date), driven largely by bookings in electrical infrastructure. For Process and Industrial Facilities, the book-to-bill was 1.5 (1.9 year-to-date) led by key awards for two thermal vacuum chamber projects, a midstream gas processing plant, a borate mining facility, and other renewable energy capital projects. For Storage and Terminal Solutions, the quarterly book-to-bill was 1.1 (1.2 year-to-date) led by midstream storage and other renewables projects. Bidding activity is strong, and while the timing of project awards can fluctuate, we expect the trend of improving backlog to continue.
The table below summarizes our awards, book-to-bill ratios and backlog by segment for our third fiscal quarter and year-to-date (in thousands, except for book-to-bill ratios):
Three Months Ended
March 31, 2022
Nine Months Ended
March 31, 2022
Backlog as of March 31, 2022
Segment:AwardsBook-to-BillAwardsBook-to-Bill
Utility and Power Infrastructure
$23,366 0.4 $115,648 0.7 $114,393 
Process and Industrial Facilities
104,729 1.5 315,143 1.9 286,728 
Storage and Terminal Solutions
51,575 1.1 207,936 1.2 193,106 
Total
$179,670 1.0$638,727 1.3$594,227 

Three Months Ended
March 31, 2021
Nine Months Ended
March 31, 2021
Backlog as of March 31, 2021
Segment:AwardsBook-to-BillAwardsBook-to-Bill
Utility and Power Infrastructure
$49,808 1.1 $87,898 0.6 $203,300 
Process and Industrial Facilities
40,836 1.0 149,732 1.1 155,430 
Storage and Terminal Solutions
47,399 0.8 114,960 0.6 179,607 
Total
$138,043 0.9$352,590 0.7$538,337 

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Financial Position
At March 31, 2022, we had no debt and total liquidity of $86.8 million. Liquidity is comprised of $34.1 million of unrestricted cash and cash equivalents and $52.7 million of borrowing availability under the ABL Facility. The Company has $25.0 million of restricted cash to support the ABL Facility.

(1)Non-GAAP Financial Measure
Adjusted loss per share is a non-GAAP financial measure which excludes the financial impact of a valuation allowance placed on our deferred tax assets, the accelerated amortization of deferred debt amendment fees associated with the prior credit agreement and restructuring costs. See the Non-GAAP Financial Measures section included at the end of this release for a reconciliation to loss per share.
Conference Call Details
In conjunction with the earnings release, Matrix Service Company will host a conference call / webcast with John R. Hewitt, President and CEO, and Kevin S. Cavanah, Vice President and CFO. The call will take place at 10:30 a.m. (Eastern) / 9:30 a.m. (Central) on Tuesday, May 10, 2022 and will be simultaneously broadcast live over the Internet which can be accessed at our website at matrixservicecompany.com under Investor Relations, Events and Presentations. Please allow extra time prior to the call to visit the site and download the streaming media software required to listen to the Internet broadcast. The conference call will be recorded and will be available for replay within one hour of completion of the live call and can be accessed following the same link as the live call.
Dial in - Toll-Free 1-888-660-6127
Dial in - Toll 1-973-890-8355
Audience Passcode 8678241

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About Matrix Service Company
Matrix Service Company (Nasdaq: MTRX), through its subsidiaries, is a leading North American industrial engineering and construction contractor headquartered in Tulsa, Oklahoma with offices located throughout the United States and Canada, as well as Sydney, Australia and Seoul, South Korea.
The Company reports its financial results in three key operating segments: Utility and Power Infrastructure, Process and Industrial Facilities, and Storage and Terminal Solutions.
With a focus on sustainability, building strong Environment, Social and Governance (ESG) practices, and living our core values, Matrix ranks among the Top Contractors by Engineering-News Record, was recognized for its Board diversification, is an active signatory to CEO Action for Diversity and Inclusion, and is consistently recognized as a Great Place to Work®. To learn more about Matrix Service Company, visit matrixservicecompany.com and read our inaugural Sustainability Report.
This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as “anticipate,” “continues,” “expect,” “forecast,” “outlook,” “believe,” “estimate,” “should” and “will” and words of similar effect that convey future meaning, concerning the Company’s operations, economic performance and management’s best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including the successful implementation of the Company's business improvement plan and the factors discussed in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in the Company’s reports and filings made from time to time with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond the control of the Company, and any one of which, or a combination of which, could materially and adversely affect the results of the Company's operations and its financial condition. We undertake no obligation to update information contained in this release, except as required by law.
For more information, please contact:
Kevin S. Cavanah
Vice President and CFO
T: 918-838-8822
Email:kcavanah@matrixservicecompany.com

Kellie Smythe
Senior Director, Investor Relations
T: 918-359-8267
Email: ksmythe@matrixservicecompany.com
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Matrix Service Company
Condensed Consolidated Statements of Income
(unaudited)
(In thousands, except per share data) 
 Three Months EndedNine Months Ended
March 31,
2022
March 31,
2021
March 31,
2022
March 31,
2021
Revenue$177,003 $148,260 $507,061 $498,499 
Cost of revenue178,766 146,700 509,125 467,276 
Gross profit (loss)(1,763)1,560 (2,064)31,223 
Selling, general and administrative expenses17,041 17,179 49,592 52,031 
Goodwill impairment18,312 — 18,312 — 
Restructuring costs(1,578)1,860 (278)6,585 
Operating loss(35,538)(17,479)(69,690)(27,393)
Other income (expense):
Interest expense(204)(322)(2,705)(1,055)
Interest income19 25 69 96 
Other677 (157)534 1,849 
Loss before income tax expense (benefit)(35,046)(17,933)(71,792)(26,503)
Provision (benefit) for federal, state and foreign income taxes(147)(5,060)5,564 (6,002)
Net loss$(34,899)$(12,873)$(77,356)$(20,501)
Basic loss per common share$(1.30)$(0.49)$(2.90)$(0.78)
Diluted loss per common share$(1.30)$(0.49)$(2.90)$(0.78)
Weighted average common shares outstanding:
Basic26,783 26,515 26,714 26,422 
Diluted26,783 26,515 26,714 26,422 
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Matrix Service Company
Condensed Consolidated Balance Sheets
(unaudited)
(In thousands) 
March 31,
2022
June 30,
2021
Assets
Current assets:
Cash and cash equivalents$34,092 $83,878 
Accounts receivable, less allowances (March 31, 2022—$634 and June 30, 2021—$898)137,690 148,030 
Costs and estimated earnings in excess of billings on uncompleted contracts46,393 30,774 
Inventories6,907 7,342 
Income taxes receivable13,734 16,965 
Other current assets7,322 4,230 
Total current assets246,138 291,219 
Property, plant and equipment at cost:
Land and buildings41,745 41,633 
Construction equipment93,862 94,453 
Transportation equipment49,532 50,510 
Office equipment and software43,447 42,706 
Construction in progress564 493 
Total property, plant and equipment - at cost229,150 229,795 
Accumulated depreciation(168,672)(160,388)
Property, plant and equipment - net60,478 69,407 
Restricted cash25,000 — 
Operating lease right-of-use assets20,811 22,412 
Goodwill42,240 60,636 
Other intangible assets, net of accumulated amortization5,228 6,614 
Deferred income taxes— 5,295 
Other assets, non-current13,185 11,973 
Total assets$413,080 $467,556 
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Matrix Service Company
Condensed Consolidated Balance Sheets (continued)
(unaudited)
(In thousands, except share data)
March 31,
2022
June 30,
2021
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$68,161 $60,920 
Billings on uncompleted contracts in excess of costs and estimated earnings73,868 53,832 
Accrued wages and benefits23,073 21,008 
Accrued insurance6,310 6,568 
Operating lease liabilities4,928 5,747 
Other accrued expenses3,841 5,327 
Total current liabilities180,181 153,402 
Deferred income taxes32 34 
Operating lease liabilities19,630 20,771 
Other liabilities, non-current401 7,810 
Total liabilities200,244 182,017 
Commitments and contingencies
Stockholders’ equity:
Common stock—$.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued as of March 31, 2022 and June 30, 2021; 26,783,265 and 26,549,438 shares outstanding as of March 31, 2022 and June 30, 2021, respectively279 279 
Additional paid-in capital137,886 137,575 
Retained earnings97,822 175,178 
Accumulated other comprehensive loss(7,477)(6,749)
228,510 306,283 
Less: Treasury stock, at cost — 1,104,952 shares as of March 31, 2022, and 1,338,779 shares as of June 30, 2021(15,674)(20,744)
Total stockholders' equity212,836 285,539 
Total liabilities and stockholders’ equity$413,080 $467,556 

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Matrix Service Company
Results of Operations
(unaudited)
(In thousands)
 
 Three Months EndedNine Months Ended
 March 31,
2022
March 31,
2021
March 31,
2022
March 31,
2021
Gross revenue
Utility and Power Infrastructure$59,341 $44,720 $171,298 $157,414 
Process and Industrial Facilities69,786 43,095 167,033 141,570 
Storage and Terminal Solutions49,254 61,542 175,174 204,572 
Total gross revenue$178,381 $149,357 $513,505 $503,556 
Less: Inter-segment revenue
Process and Industrial Facilities$815 $261 $3,841 $1,543 
Storage and Terminal Solutions563 836 2,603 3,514 
Total inter-segment revenue$1,378 $1,097 $6,444 $5,057 
Consolidated revenue
Utility and Power Infrastructure$59,341 $44,720 $171,298 $157,414 
Process and Industrial Facilities68,971 42,834 163,192 140,027 
Storage and Terminal Solutions48,691 60,706 172,571 201,058 
Total consolidated revenue$177,003 $148,260 $507,061 $498,499 
Gross profit (loss)
Utility and Power Infrastructure$(492)$(4,692)$(7,089)$7,818 
Process and Industrial Facilities(441)(171)6,663 11,352 
Storage and Terminal Solutions(458)6,423 (216)12,053 
Corporate(372)— (1,422)— 
Total gross profit (loss)$(1,763)$1,560 $(2,064)$31,223 
Selling, general and administrative expenses
Utility and Power Infrastructure$2,910 $2,356 $9,109 $7,154 
Process and Industrial Facilities3,198 3,882 8,752 11,319 
Storage and Terminal Solutions4,063 4,792 12,850 13,854 
Corporate6,870 6,149 18,881 19,704 
Total selling, general and administrative expenses$17,041 $17,179 $49,592 $52,031 
Goodwill impairment and restructuring costs
Utility and Power Infrastructure$2,659 $403 $2,705 $1,226 
Process and Industrial Facilities6,856 781 6,839 3,645 
Storage and Terminal Solutions7,219 590 7,293 1,244 
Corporate— 86 1,197 470 
Total goodwill impairment and restructuring costs$16,734 $1,860 $18,034 $6,585 
Operating income (loss)
Utility and Power Infrastructure$(6,061)$(7,451)$(18,903)$(562)
Process and Industrial Facilities(10,495)(4,834)(8,928)(3,612)
Storage and Terminal Solutions(11,740)1,041 (20,359)(3,045)
Corporate(7,242)(6,235)(21,500)(20,174)
Total operating loss$(35,538)$(17,479)$(69,690)$(27,393)
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Backlog
We define backlog as the total dollar amount of revenue that we expect to recognize as a result of performing work that has been awarded to us through a signed contract, limited notice to proceed or other type of assurance that we consider firm. The following arrangements are considered firm:

fixed-price awards;

minimum customer commitments on cost plus arrangements; and

certain time and material arrangements in which the estimated value is firm or can be estimated with a reasonable amount of certainty in both timing and amounts.
For long-term maintenance contracts with no minimum commitments and other established customer agreements, we include only the amounts that we expect to recognize as revenue over the next 12 months. For arrangements in which we have received a limited notice to proceed ("LNTP"), we include the entire scope of work in our backlog if we conclude that the likelihood of the full project proceeding as high. For all other arrangements, we calculate backlog as the estimated contract amount less revenue recognized as of the reporting date.
The following table provides a summary of changes in our backlog for the three months ended March 31, 2022: 
Utility and Power InfrastructureProcess and Industrial FacilitiesStorage and Terminal
Solutions
Total
(In thousands)
Backlog as of December 31, 2021$150,368 $250,970 $190,222 $591,560 
Project awards23,366 104,729 51,575 179,670 
Revenue recognized(59,341)(68,971)(48,691)(177,003)
Backlog as of March 31, 2022$114,393 $286,728 $193,106 $594,227 
Book-to-bill ratio(1)0.4 1.5 1.1 1.0 
(1)Calculated by dividing project awards by revenue recognized during the period.
The following table provides a summary of changes in our backlog for the nine months ended March 31, 2022:
Utility and Power InfrastructureProcess and Industrial FacilitiesStorage and Terminal
Solutions
Total
(In thousands)
Backlog as of June 30, 2021$170,043 $134,777 $157,741 $462,561 
Project awards115,648 315,143 207,936 638,727 
Revenue recognized(171,298)(163,192)(172,571)(507,061)
Backlog as of March 31, 2022$114,393 $286,728 $193,106 $594,227 
Book-to-bill ratio(1)
0.7 1.9 1.2 1.3 
(1)Calculated by dividing project awards by revenue recognized during the period.

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Non-GAAP Financial Measures

In order to more clearly depict our core profitability, the following tables present our operating results after certain adjustments:

Reconciliation of Adjusted Net Loss and Diluted Loss per Common Share(1)
(In thousands, except per share data)

Three Months EndedNine Months Ended
March 31, 2022March 31, 2021March 31, 2022March 31, 2021
Net loss, as reported$(34,899)$(12,873)$(77,356)$(20,501)
Restructuring costs incurred(1,578)1,860 (278)6,585 
Goodwill impairment18,312 — 18,312 — 
Accelerated amortization of deferred debt amendment fees(2)
— — 1,518 — 
Deferred tax asset valuation allowance(3)
7,671 — 21,869 — 
Tax impact of adjustments(2,911)(479)(3,636)(1,695)
Adjusted net loss$(13,405)$(11,492)$(39,571)$(15,611)
Loss per fully diluted share, as reported$(1.30)$(0.49)$(2.90)$(0.78)
Adjusted loss per fully diluted share$(0.50)$(0.43)$(1.48)$(0.59)
(1)This table presents non-GAAP financial measures of our adjusted net loss and adjusted diluted loss per common share for the three and nine months ended March 31, 2022 and 2021. The most directly comparable financial measures are net loss and net loss per diluted share, respectively, presented in the Condensed Consolidated Statements of Income. We have presented these non-GAAP financial measures because we believe they more clearly depict our core operating results during the periods presented and provide a more comparable measure of our operating results to other companies considered to be in similar businesses. Since adjusted net loss and adjusted diluted loss per common share are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, the most directly comparable GAAP financial measures.
(2)Interest expense in fiscal 2022 included $1.5 million of accelerated amortization of deferred debt amendment fees.
(3)In determining the need for a valuation allowance on deferred tax assets, the accounting standards provide that the existence of a cumulative loss over a three-year period generally precludes the use of management’s projections of future taxable income. Consequently, we have recorded a full valuation allowance against the deferred tax assets in the U.S. taxable jurisdiction in the amount of $21.9 million during fiscal 2022. These assets are primarily comprised of federal net operating losses, which have an indefinite carryforward, federal tax credits and state net operating losses. To the extent the Company generates taxable income in the future, or cumulative losses are no longer present and our future projections for growth or tax planning strategies are demonstrated, we will realize the benefit associated with the net operating losses for which the valuation allowance has been provided.

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Reconciliation of Net Loss to Adjusted EBITDA(1)

 
 Three Months EndedNine Months Ended
 March 31,
2022
March 31,
2021
March 31,
2022
March 31,
2021
 (In thousands)
Net loss$(34,899)$(12,873)$(77,356)$(20,501)
Goodwill impairment18,312 — 18,312 — 
Restructuring costs(1,578)1,860 (278)6,585 
Stock-based compensation2,088 2,214 5,823 6,413 
Interest expense204 322 2,705 1,055 
Provision (benefit) for income taxes(147)(5,060)5,564 (6,002)
Depreciation and amortization3,716 4,352 11,557 13,639 
Adjusted EBITDA$(12,304)$(9,185)$(33,673)$1,189 
(1)This table presents Adjusted EBITDA, which we define as net loss before impairment of goodwill and other intangible assets, restructuring costs, stock-based compensation expense, interest expense, income taxes, and depreciation and amortization, because it is used by the financial community as a method of measuring our performance and of evaluating the market value of companies considered to be in similar businesses. We believe that the line item on our Consolidated Statements of Income entitled “Net loss” is the most directly comparable GAAP measure to Adjusted EBITDA. Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net earnings as an indicator of operating performance. Adjusted EBITDA, as we calculate it, may not be comparable to similarly titled measures employed by other companies. In addition, this measure is not a measure of our ability to fund our cash needs. As Adjusted EBITDA excludes certain financial information compared with net loss, the most directly comparable GAAP financial measure, users of this financial information should consider the type of events and transactions that are excluded. Adjusted EBITDA has certain material limitations as follows:

It does not include impairment to goodwill. While impairment to goodwill is a non-cash expense in the period recognized, cash or other consideration was still transferred in exchange for goodwill in the period of the acquisition. Any measure that excludes impairment to goodwill has material limitations since this expense represents the loss of an asset that was acquired in exchange for cash or other assets.
It does not include restructuring costs. Restructuring costs represent material costs that we incurred and are oftentimes cash expenses. Therefore, any measure that excludes restructuring costs has material limitations.

It does not include stock-based compensation. Stock-based compensation represents material amounts of equity that are awarded to our employees and directors for services rendered. While the expense is non-cash, we release vested shares out of our treasury stock, which has historically been replenished by using cash to periodically repurchase our stock. Therefore, any measure that excludes stock-based compensation has material limitations.

It does not include interest expense. Because we have borrowed money to finance our operations and to acquire businesses, pay commitment fees to maintain our senior secured revolving credit facility, and incur fees to issue letters of credit under the senior secured revolving credit facility, interest expense is a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore, any measure that excludes interest expense has material limitations.

It does not include income taxes. Because the payment of income taxes is a necessary and ongoing part of our operations, any measure that excludes income taxes has material limitations.

It does not include depreciation or amortization expense. Because we use capital and intangible assets to generate revenue, depreciation and amortization expense is a necessary element of our cost structure. Therefore, any measure that excludes depreciation or amortization expense has material limitations.


11