Matrix Service Reports Fully Diluted Earnings Per Share of $0.02 in the First Quarter of Fiscal 2006, Ended August 31

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    First Quarter 2006 Highlights:

     - Revenues were $109.0 million, up 28.3% from the same quarter

     a year ago

     - Fully diluted EPS was $0.02 compared to a loss of $(0.05) per fully

     diluted share in the same quarter a year ago

     - Net income rose to $0.4 million compared to a net loss of

     $(0.9) million in the same quarter last year

    TULSA, Okla., Oct. 6 - Matrix Service Co. (Nasdaq: MTRX), a leading industrial services company, today reported its financial results for the first quarter 2006, ended August 31, 2005. Total revenues for the quarter were $109.0 million compared to $84.9 million recorded in the first quarter a year ago.

    Net income for the first quarter of fiscal 2006 was $0.4 million, or $0.02 per fully diluted share, versus a net loss of $(0.9) million, or $(0.05) per fully diluted share, in the first quarter a year ago. These first quarter 2006 results include pre-tax charges and expenses of $0.5 million, or $0.02 per fully diluted share, for legal fees related to the three major contract disputes and $0.3 million, or $0.01 per fully diluted share, for consulting fees for the current restructuring efforts. These results also include pre-tax charges of $0.6 million, or $0.02 per fully diluted share, for the write-off of certain previously paid bank fees since the Company anticipates refinancing its senior facility by the end of the second fiscal quarter. These charges were partially offset by $0.7 million, or $0.02 per fully diluted share, for gains associated with disposed property and equipment in the Eastern business unit. EBITDA (1) for the first quarter of fiscal 2006 was $4.8 million, compared to $1.1 million for the same period last year. Gross margins on a consolidated basis for the current quarter were 9.3% compared to 7.9% reported in the same quarter a year ago. The gross margins were driven entirely by the improvement in the Construction Services segment.

    President and Chief Executive Officer of Matrix Service, Michael J. Hall, said, "I am extremely proud of the excellent work done by the employees and management of Matrix Service. The speed with which turnaround measures were executed exceeded our expectations. To date, we have completed $7.7 million of liquidity events through surplus asset sales, the sale of our aluminum floating roof division and tax refunds."

    On October 3, 2005, Matrix executed a $15 million private placement of the Company's common stock. This transaction, in combination with the previously discussed liquidity events, has enabled the Company to reduce its total funded senior debt to less than $17 million at October 4, 2005. The Company will now be able to close an extended senior credit facility at much more favorable rates that meets the long-term needs of the Company. We should also be able to re-establish a surety line with the new capital structure.

    Construction Services revenues for first quarter 2006 were $62.2 million compared to $44.3 million in the same period a year earlier. The increase was a result of significantly higher construction work in the Downstream Petroleum Industry, where first quarter revenues climbed 79.7% to $50.4 million, from $28.1 million in the first quarter of fiscal 2005 and by Other Industries' revenues, which rose 64.5% to $8.2 million, from $5.0 million for the year- earlier period. These increases were partially offset by Power Industry revenues, which fell 68.5% to $3.6 million, from $11.2 million a year earlier. Construction Services' gross margins were 10.4% versus 6.3% in the first quarter of 2005.

    Repair and Maintenance Services revenues advanced by $6.2 million, or 15.2%, in the first quarter of 2006 to $46.8 million, from $40.6 million in the same quarter in 2005. The increase was primarily a result of higher Downstream Petroleum Industry revenues, where first quarter revenues rose 18.0% to $43.2 million, from $36.6 million a year earlier, as well as higher Power Industry revenues, which climbed 110.6% to $2.9 million, from $1.4 million for the year-earlier period. Gross margins were 8.0% in the quarter versus 9.7% in the first quarter a year ago, as a result of lower turnaround activity in the plant services units and the inclusion of lower margin maintenance contracts in the Eastern operations, which the Company recently exited.

    Mr. Hall added, "While we are still not in a position to provide earnings guidance, we believe the strength demonstrated in our Construction Services segment, particularly in the Downstream Petroleum Industry, should continue. Repair and Maintenance revenues and margins should continue to improve through the balance of the year. Based upon these factors, we are raising our revenue guidance to $400 million to $450 million versus our previous guidance of $375 million to $425 million."

    In conjunction with the press release, Matrix Service will host a conference call with Michael J. Hall, president and CEO, and Les Austin, vice president and chief financial officer. The call will take place at 11:00 a.m. (EDT)/10:00 a.m. (CDT) today and will be simultaneously broadcast live over the Internet at http://www.vcall.com. Please allow extra time prior to the call to visit the site and download the streaming media software required to listen to the Internet broadcast. The online archive of the broadcast will be available within one hour of completion of the live call.

    (1) The Company uses EBITDA (earnings before net interest, income taxes,

     depreciation and amortization) as part of its overall assessment of

     financial performance by comparing EBITDA between accounting periods.

     Matrix believes that EBITDA is used by the financial community as a

     method of measuring the Company's performance and of evaluating the

     market value of companies considered to be in similar businesses.

     EBITDA should not be considered as an alternative to net income (loss)

     or cash provided by operating activities, as defined by accounting

     principles generally accepted in the United States ("GAAP"). A

     reconciliation of EBITDA to net income (loss) is included at the end

     of this release.

    About Matrix Service Company

    Matrix Service Company provides general industrial construction and repair and maintenance services principally to the petroleum, petrochemical, power, bulk storage terminal, pipeline and industrial gas industries.

    The Company is headquartered in Tulsa, Oklahoma, with regional operating facilities located in Oklahoma, Texas, California, Michigan, Pennsylvania, Illinois, Washington and Delaware in the U.S. and Canada.

    This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as "anticipate," "continues," "expect," "forecast," "outlook," "believe," "estimate," "should" and "will" and words of similar effect that convey future meaning, concerning the Company's operations, economic performance and management's best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including those identified 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.

     Matrix Service Company

     Consolidated Statements of Operations

     (In Thousands, Except Share and Per Share Data)

     Three Months Ended

     August 31, August 31,

     2005 2004

     (unaudited)

    Revenues $108,996 $84,939

    Cost of revenues 98,813 78,225

    Gross profit 10,183 6,714

    Selling, general and administrative expenses 7,207 7,133

    Restructuring 322 175

    Operating income (loss) 2,654 (594)

    Other income (expense):

     Interest expense (2,777) (901)

     Interest income 7 -

     Other 730 (8)

    Income (loss) before income taxes 614 (1,503)

    Income tax provision (benefit) 239 (611)

    Net income (loss) $375 $(892)

    Basic earnings (loss) per common share $0.02 $(0.05)

    Diluted earnings (loss) per common share $0.02 $(0.05)

    Weighted average common shares outstanding:

     Basic 17,429,834 17,269,958

     Diluted 17,654,336 17,269,958

     Matrix Service Company

     Consolidated Balance Sheets

     (In Thousands)

     August 31, May 31,

     2005 2005

    Assets (unaudited)

    Current assets:

     Cash and cash equivalents $1,117 $1,496

     Accounts receivable, less allowances

     (August 31, 2005 -$400, May 31, 2005- $461) 55,899 70,088

     Contract dispute receivables, net 20,975 20,975

     Costs and estimated earnings in excess

     of billings on uncompleted contracts 22,582 22,733

     Inventories 3,532 4,739

     Income tax receivable 1,852 3,004

     Deferred income taxes 4,478 4,820

     Prepaid expenses 6,982 8,245

     Assets held for sale 5,780 1,479

    Total current assets 123,197 137,579

    Property, plant and equipment at cost:

     Land and buildings 22,750 23,087

     Construction equipment 28,564 29,711

     Transportation equipment 10,461 10,862

     Furniture and fixtures 8,626 8,889

     Construction in progress 911 318

     71,312 72,867

     Accumulated depreciation 35,944 35,791

     35,368 37,076

    Goodwill 23,471 24,834

    Other assets 2,351 2,891

    Total assets $184,387 $202,380

     Matrix Service Company

     Consolidated Balance Sheets

     (In Thousands, Except Share Data)

     August 31, May 31,

     2005 2005

     (unaudited)

    Liability and stockholders' equity

    Current liabilities:

     Accounts payable $33,456 $ 38,059

     Billings on uncompleted contracts

     in excess of costs and estimated earnings 11,572 12,311

     Accrued insurance 4,672 5,038

     Other accrued expenses 10,333 15,759

     Liabilities held for sale 1,456 -

     Current capital lease obligation 166 113

     Current portion of long-term debt 34,019 42,765

     Current portion of acquisition payable 1,831 1,808

    Total current liabilities 97,505 115,853

    Convertible notes 29,500 30,000

    Acquisition payable 4,222 4,169

    Long-term capital lease obligation 338 231

    Deferred income taxes 3,703 4,142

    Stockholders' equity:

     Common stock - $.01 par value;

     30,000,000 shares authorized, and

     19,381,130 and 19,285,276 shares issued

     as of August 31, 2005 and May 31, 2005,

     respectively 194 193

     Additional paid-in capital 56,746 56,322

     Retained deficit (2,934) (3,307)

     Accumulated other comprehensive income

     (loss) 301 (22)

     54,307 53,186

     Less: treasury stock, at cost - 1,868,850

     and 1,873,750 shares as of August 31, 2005

     and May 31, 2005, respectively (5,188) (5,201)

    Total stockholders' equity 49,119 47,985

    Total liabilities and stockholders' equity $184,387 $202,380

     Matrix Service Company

     1st Quarter Results of Operations

     (In Thousands)

     Repair &

     Construction Maintenance Combined

     Services Services Other Total

    Three Months ended

     August 31, 2005

    Gross revenues $64,245 $46,936 $- $111,181

    Less: Inter-segment

     revenues (2,030) (155) - (2,185)

    Consolidated revenues 62,215 46,781 - 108,996

    Gross profit 6,441 3,742 - 10,183

    Operating income (loss) 2,585 244 (175) 2,654

    Income (loss) before

     income tax expense 1,130 (341) (175) 614

    Net income (loss) 696 (213) (108) 375

    Segment assets 98,338 64,356 21,693 184,387

    Capital expenditures 347 426 166 939

    Depreciation and

     amortization expense 700 747 - 1,447

    Three Months ended

     August 31, 2004

    Gross revenues $46,779 $40,757 $- $87,536

    Less: Inter-segment

     revenues (2,453) (144) - (2,597)

    Consolidated revenues 44,326 40,613 - 84,939

    Gross profit 2,792 3,922 - 6,714

    Operating income (loss) (968) 549 (175) (594)

    Income (loss) before

     income tax expense (1,535) 207 (175) (1,503)

    Net income (loss) (917) 129 (104) (892)

    Segment assets 121,767 57,660 28,263 207,690

    Capital expenditures 88 88 216 392

    Depreciation and

     amortization expense 881 851 - 1,732

    Segment revenue from external customers by industry type are as follows:

     Repair &

     Construction Maintenance

     Services Services Total

    Three Months Ended

     August 31, 2005

    Downstream Petroleum Industry $50,435 $43,222 $93,657

    Power Industry 3,544 2,870 6,414

    Other Industries 8,236 689 8,925

    Total $62,215 $46,781 $108,996

    Three Months Ended

     August 31, 2004

    Downstream Petroleum Industry $28,066 $36,629 $64,695

    Power Industry 11,254 1,363 12,617

    Other Industries 5,006 2,621 7,627

    Total $44,326 $40,613 $84,939

     Other Industries consists primarily of liquefied natural gas, wastewater,

     food and beverage, manufacturing and paper industries.

     Non-GAAP Financial Measure

    EBITDA is a supplemental, non-GAAP financial measure. EBITDA is defined as earnings before taxes, interest expense, depreciation and amortization. We have presented EBITDA 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 operations entitled "net income (loss)" is the most directly comparable GAAP measure to EBITDA. Since 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. EBITDA, as we calculate it, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of our ability to fund our cash needs. As EBITDA excludes certain financial information compared with net income (loss), the most directly comparable GAAP financial measure, users of this financial information should consider the type of events and transactions, which are excluded. Our non-GAAP performance measure, EBITDA, has certain material limitations as follows:

    * It does not include interest expense. Because we have borrowed money

     to finance our operations, 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 taxes. Because the payment of taxes is a necessary

     and ongoing part of our operations, any measure that excludes taxes has

     material limitations.

    * It does not include depreciation and amortization expense. Because we

     use capital assets, depreciation and amortization expense is a

     necessary element of our costs and ability to generate revenue.

     Therefore, any measure that excludes depreciation and amortization

     expense has material limitations.

    EBITDA for the three-month period ended August 31, 2005 was $4.8 million, compared to $1.1 million for the three-month period ended August 31, 2004. A reconciliation of EBITDA to net income (loss) follows:

     Three Months Ended

     August 31, August 31,

     2005 2004

     (In Thousands)

    Net Income (loss) $375 $(892)

    Interest Expense, net 2,770 901

    Provision (benefit) for income taxes 239 (611)

    Depreciation and amortization 1,447 1,732

    EBITDA $4,831 $1,130

    The $3.7 million increase in EBITDA for the three months ended August 31, 2005 as compared to three-month period for the prior year was primarily due to higher revenues in fiscal 2006 combined with the benefit of restructuring efforts, which led to a smaller fixed cost structure. In addition, EBITDA for fiscal 2006 was further enhanced by the gain on the sale of assets that were identified as part of the Company's restructuring efforts.

    For More Information: Investor Relations:

     Les Austin Truc N. Nguyen

     Vice President Finance and CFO The Global Consulting Group, Inc.

     Matrix Service Company 646/284-9418

     918/838-8822 tnguyen@hfgcg.com

     laustin@matrixservice.com

    Media Relations:

     Ivette Almeida

     The Global Consulting Group

     646/284-9455

     ialmeida@hfgcg.com
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