mtrx-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________

FORM 10-Q

_______________________________________

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026


☐			Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 1-15461

__________________________________________

MATRIX SERVICE COMPANY

(Exact name of registrant as specified in its charter)

__________________________________________


Delaware						73-1352174
(State of incorporation)						(I.R.S. Employer Identification No.)

15 East 5th Street, Suite 1100, Tulsa, Oklahoma 74103

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 838-8822

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

___________________________

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 share	MTRX	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☒

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2026 there were 28,133,850 shares of the Company's common stock, $0.01 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS


		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended March 31, 202 6 and 2025	1

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 202 6 and 2025	2

	Condensed Consolidated Balance Sheets as of March 31, 202 6 and June 30, 2025	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 202 6 and 2025	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended March 31, 202 6 and 2025	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

Signature		37

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Matrix Service Company

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	March 31, 2026		March 31, 2025		March 31, 2026		March 31, 2025
Revenue	$	206,709	$	200,161	$	629,101	$	552,909
Cost of revenue	189,556		187,311		584,631		521,354
Gross profit	17,153		12,850		44,470		31,555
Selling, general and administrative expenses	15,215		17,726		46,661		53,592

Restructuring costs and other	2,986		124		6,536		124
Operating loss	(1,048)		(5,000)		(8,727)		(22,161)
Other income (expense):
Interest expense	(85)		(134)		(330)		(368)
Interest income	2,190		1,518		5,535		4,668
Other	(187)		182		67		(313)
Income (loss) before income tax expense	870		(3,434)		(3,455)		(18,174)
Provision for federal, state and foreign income taxes	35		—		267		16
Net income (loss)	$	835	$	(3,434)	$	(3,722)	$	(18,190)

Basic income (loss) per common share	$	0.03	$	(0.12)	$	(0.13)	$	(0.66)
Diluted income (loss) per common share	$	0.03	$	(0.12)	$	(0.13)	$	(0.66)
Weighted average common shares outstanding:
Basic	28,380		27,836		28,262		27,731
Diluted	28,533		27,836		28,262		27,731

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)


	Three Months Ended				Nine Months Ended
	March 31, 2026		March 31, 2025		March 31, 2026		March 31, 2025
Net income (loss)	$	835	$	(3,434)	$	(3,722)	$	(18,190)
Other comprehensive income (loss), net of tax:
Foreign currency translation loss	(437)		(23)		(971)		(950)
Comprehensive income (loss)	$	398	$	(3,457)	$	(4,693)	$	(19,140)

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)


	March 31, 2026		June 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	233,021	$	224,641
Accounts receivable, net of allowance for credit losses	139,042		154,994
Costs and estimated earnings in excess of billings on uncompleted contracts	24,917		29,764
Inventories	6,009		5,917
Income taxes receivable	—		110
Prepaid expenses and other current assets	7,917		4,347
Assets held for sale (Note 3)	1,128		—
Total current assets	412,034		419,773
Restricted cash	25,000		25,000
Property, plant and equipment, net	37,255		42,097
Operating lease right-of-use assets	14,030		17,827
Goodwill	28,932		29,047
Other intangible assets, net of accumulated amortization	12		555

Other assets, non-current (Note 2)	99,287		65,957
Total assets	$	616,550	$	600,256

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)


	March 31, 2026		June 30, 2025
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	90,140	$	80,453
Billings on uncompleted contracts in excess of costs and estimated earnings	340,704		323,593
Accrued wages and benefits	16,266		18,961

Accrued insurance	4,378		5,310
Operating lease liabilities	4,584		4,441

Other accrued expenses	4,125		3,617
Total current liabilities	460,197		436,375
Deferred income taxes	150		25
Operating lease liabilities	14,110		16,986

Other liabilities, non-current	2,673		4,154
Total liabilities	477,130		457,540
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock — $0.01 par value; 60,000,000 shares authorized; 28,128,405 shares issued and outstanding at March 31, 2026; 27,888,217 shares issued and 27,610,486 shares outstanding as of June 30, 2025, respectively;	281		279
Additional paid-in capital	148,756		149,969
Retained earnings	757		4,479
Accumulated other comprehensive loss	(10,374)		(9,403)
Treasury stock, at cost — 0 shares as of March 31, 2026 and 277,731 shares as of June 30, 2025;	—		(2,608)
Total stockholders' equity	139,420		142,716
Total liabilities and stockholders’ equity	$	616,550	$	600,256

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	Nine Months Ended
	March 31, 2026		March 31, 2025
Operating activities:
Net loss	$	(3,722)	$	(18,190)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization	6,704		7,538

Stock-based compensation expense	5,476		6,754
Operating lease impairment due to restructuring	2,415		—

Gain on disposal of property, plant and equipment	(457)		(122)

Other	236		108
Changes in operating assets and liabilities increasing (decreasing) cash:
Accounts receivable, net of allowance for credit losses	(16,042)		(88,802)
Costs and estimated earnings in excess of billings on uncompleted contracts	4,847		(4,674)
Inventories	(92)		2,450
Other assets and liabilities	(5,311)		(5,120)
Accounts payable	9,152		12,955
Billings on uncompleted contracts in excess of costs and estimated earnings	17,111		161,349
Accrued expenses	(4,600)		2,517
Net cash provided by operating activities	15,717		76,763
Investing activities:
Capital expenditures	(4,104)		(5,425)
Proceeds from sale of property, plant and equipment	1,483		237
Net cash used by investing activities	(2,621)		(5,188)
Financing activities:


Payment of debt amendment fees	(149)		—



Proceeds from issuance of common stock under employee stock purchase plan	144		149

Payments related to tax withholding for stock-based compensation	(4,223)		(1,235)

Net cash used by financing activities	(4,228)		(1,086)
Effect of exchange rate changes on cash	(488)		(563)
Net increase in cash and cash equivalents	8,380		69,926
Cash, cash equivalents and restricted cash, beginning of period	249,641		140,615
Cash, cash equivalents and restricted cash, end of period	$	258,021	$	210,541
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	94	$	39
Interest	$	300	$	316
Non-cash investing and financing activities:
Purchases of property, plant and equipment on account	$	357	$	603

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share data)

(unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Three months ended March 31, 2026
December 31, 2025	28,124,527	$	281	$	147,297	$	(78)	$	(9,937)	—	$	—	$	137,563
Net income	—	—		—		835		—		—	—		835
Other comprehensive loss	—	—		—		—		(437)		—	—		(437)


Shares issued related to employee stock purchase plan	3,878	—		45		—		—		—	—		45
Stock-based compensation expense	—	—		1,414		—		—		—	—		1,414
March 31, 2026	28,128,405	$	281	$	148,756	$	757	$	(10,374)	—	$	—	$	139,420

Three months ended March 31, 2025
December 31, 2024	27,888,217	$	279	$	145,608	$	19,185	$	(10,462)	285,392	$	(2,676)	$	151,934
Net loss	—	—		—		(3,434)		—		—	—		(3,434)
Other comprehensive loss	—	—		—		—		(23)		—	—		(23)

Treasury shares sold to Employee Stock Purchase Plan	—	—		12		—		—		(4,027)	36		48

Stock-based compensation expense	—	—		2,185		—		—		—	—		2,185
March 31, 2025	27,888,217	$	279	$	147,805	$	15,751	$	(10,485)	281,365	$	(2,640)	$	150,710

	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Nine months ended March 31, 2026
June 30, 2025	27,888,217	$	279	$	149,969	$	4,479	$	(9,403)	277,731	$	(2,608)	$	142,716
Net loss	—	—		—		(3,722)		—		—	—		(3,722)
Other comprehensive loss	—	—		—		—		(971)		—	—		(971)
Issuance of restricted stock	231,950	2		(6,805)		—		—		(274,578)	2,580		(4,223)

Shares issued related to employee stock purchase plan	8,238	—		116		—		—		(3,153)	28		144
Stock-based compensation expense	—	—		5,476		—		—		—	—		5,476
March 31, 2026	28,128,405	$	281	$	148,756	$	757	$	(10,374)	—	$	—	$	139,420

Nine months ended March 31, 2025
June 30, 2024	27,888,217	$	279	$	145,580	$	33,941	$	(9,535)	579,422	$	(6,083)	$	164,182
Net loss	—	—		—		(18,190)		—		—	—		(18,190)

SEC Form 10-Q filed by Matrix Service Company