UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 22, 2022
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. | ||||
On June 22, 2022, Matrix Service, Inc. ("MSI"), an Oklahoma corporation and wholly owned subsidiary of Matrix Service Company, a Delaware corporation (the "Company"), completed the previously announced sale of its real estate assets where its fabrication, regional office and warehouse facilities are located in Orange, California (the "Orange CA Facilities") to Pisces 500 W. Collins Ave. LLC, a Delaware limited liability corporation ("Buyer"), pursuant to the Purchase and Sale Agreement, dated as of June 13, 2022, by and between MSI and the Buyer.
The base sales price was $37.6 million in cash, and after customary closing adjustments, cash received from the sale was approximately $37.2 million. The Company will continue to operate in Southern California but decided to sell the Orange CA Facilities given the increased value of real estate in the west coast market. The transaction will result in a pre-tax gain of $32.8 million. The Company will utilize NOLs previously reserved through a valuation allowance to fully offset the gain and does not expect to pay federal taxes. The company will record the transaction in the fourth quarter of its fiscal year ended June 30, 2022. Proceeds from the sale will be utilized to support the ongoing business.
In connection with and upon closing of the Purchase and Sale Agreement, MSI entered into a lease agreement pursuant to which MSI will lease the Orange CA Facilities for a period of up to 24 months or until the company finds a suitable location and facilities to relocate its continuing western operations.
A copy of the Purchase and Sale Agreement will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022.
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: June 28, 2022 | By: | /s/ Kevin S. Cavanah | ||||||||||||
| Kevin S. Cavanah | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||