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    SEC Form 10-Q filed by Matrix Service Company

    5/8/25 5:00:56 PM ET
    $MTRX
    Engineering & Construction
    Consumer Discretionary
    Get the next $MTRX alert in real time by email
    mtrx-20250331
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    Table of Contents




    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, 2025
    or
    ☐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 shareMTRXNASDAQ 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 7, 2025 there were 27,610,499 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, 2025 and 2024
    1
    Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 2025 and 2024
    2
    Condensed Consolidated Balance Sheets as of March 31, 2025 and June 30, 2024
    3
    Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2025 and 2024
    5
    Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended March 31, 2025 and 2024
    6
    Notes to Condensed Consolidated Financial Statements
    7
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    15
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    31
    Item 4.
    Controls and Procedures
    31
    PART II
    OTHER INFORMATION
    Item 1.
    Legal Proceedings
    32
    Item 1A.
    Risk Factors
    32
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    32
    Item 3.
    Defaults Upon Senior Securities
    32
    Item 4.
    Mine Safety Disclosures
    33
    Item 5.
    Other Information
    33
    Item 6.
    Exhibits
    33
    Signature
    34



    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 EndedNine Months Ended
    March 31, 2025March 31, 2024March 31, 2025March 31, 2024
    Revenue$200,161 $166,013 $552,909 $538,714 
    Cost of revenue187,311 160,435 521,354 510,688 
    Gross profit12,850 5,578 31,555 28,026 
    Selling, general and administrative expenses17,726 19,948 53,592 52,792 
    Restructuring costs124 — 124 — 
    Operating loss(5,000)(14,370)(22,161)(24,766)
    Other income (expense):
    Interest expense(134)(143)(368)(787)
    Interest income1,518 165 4,668 477 
    Other (Note 3)182 (235)(313)4,481 
    Loss before income tax expense(3,434)(14,583)(18,174)(20,595)
    Provision (benefit) for federal, state and foreign income taxes— (2)16 4 
    Net loss$(3,434)$(14,581)$(18,190)$(20,599)
    Basic loss per common share$(0.12)$(0.53)$(0.66)$(0.75)
    Diluted loss per common share$(0.12)$(0.53)$(0.66)$(0.75)
    Weighted average common shares outstanding:
    Basic27,836 27,443 27,731 27,357 
    Diluted27,836 27,443 27,731 27,357 
    See accompanying notes.










    -1-


    Table of Contents




    Matrix Service Company
    Condensed Consolidated Statements of Comprehensive Income
    (In thousands)
    (unaudited)
     
     Three Months EndedNine Months Ended
    March 31,
    2025
    March 31,
    2024
    March 31,
    2025
    March 31,
    2024
    Net loss$(3,434)$(14,581)$(18,190)$(20,599)
    Other comprehensive income (loss), net of tax:
    Foreign currency translation loss(23)(548)(950)(524)
    Comprehensive loss$(3,457)$(15,129)$(19,140)$(21,123)
    See accompanying notes.



















    -2-


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    Matrix Service Company
    Condensed Consolidated Balance Sheets
    (In thousands)
    (unaudited)
    March 31,
    2025
    June 30,
    2024
    Assets
    Current assets:
    Cash and cash equivalents $185,541 $115,615 
    Accounts receivable, net of allowance for credit losses205,291 138,987 
    Costs and estimated earnings in excess of billings on uncompleted contracts38,567 33,893 
    Inventories6,389 8,839 
    Income taxes receivable204 180 
    Prepaid expenses and other current assets7,816 4,077 
    Total current assets443,808 301,591 
    Restricted cash 25,000 25,000 
    Property, plant and equipment, net42,307 43,498 
    Operating lease right-of-use assets17,740 19,150 
    Goodwill28,885 29,023 
    Other intangible assets, net of accumulated amortization829 1,651 
    Other assets, non-current (Note 2)55,171 31,438 
    Total assets$613,740 $451,351 
    See accompanying notes.

















    -3-


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    Matrix Service Company
    Condensed Consolidated Balance Sheets
    (In thousands, except share data)
    (unaudited)
    March 31,
    2025
    June 30,
    2024
    Liabilities and stockholders’ equity
    Current liabilities:
    Accounts payable$79,048 $65,629 
    Billings on uncompleted contracts in excess of costs and estimated earnings332,657 171,308 
    Accrued wages and benefits19,009 15,878 
    Accrued insurance4,660 4,605 
    Operating lease liabilities3,914 3,739 
    Other accrued expenses2,936 3,956 
    Total current liabilities442,224 265,115 
    Deferred income taxes23 25 
    Operating lease liabilities17,559 19,156 
    Other liabilities, non-current3,224 2,873 
    Total liabilities463,030 287,169 
    Commitments and contingencies (Note 6)
    Stockholders’ equity:
    Common stock — $0.01 par value; 60,000,000 shares authorized; 27,888,217 shares issued at March 31, 2025 and June 30, 2024, respectively; 27,606,852 and 27,308,795 shares outstanding as of March 31, 2025 and June 30, 2024, respectively;
    279 279 
    Additional paid-in capital147,805 145,580 
    Retained earnings15,751 33,941 
    Accumulated other comprehensive loss(10,485)(9,535)
    Treasury stock, at cost — 281,365 and 579,422 shares as of March 31, 2025 and June 30, 2024, respectively;
    (2,640)(6,083)
    Total stockholders' equity150,710 164,182 
    Total liabilities and stockholders’ equity$613,740 $451,351 
    See accompanying notes.








    -4-


    Table of Contents




    Matrix Service Company
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (unaudited)
     Nine Months Ended
    March 31,
    2025
    March 31,
    2024
    Operating activities:
    Net loss$(18,190)$(20,599)
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
    Depreciation and amortization7,538 8,337 
    Stock-based compensation expense6,754 5,765 
    Gain on disposal of property, plant and equipment (Note 3)(122)(4,530)
    Other108 202 
    Changes in operating assets and liabilities increasing (decreasing) cash:
    Accounts receivable, net of allowance for credit losses(88,802)(43,113)
    Costs and estimated earnings in excess of billings on uncompleted contracts(4,674)10,288 
    Inventories2,450 (1,620)
    Other assets and liabilities(5,120)1,653 
    Accounts payable12,955 (20,923)
    Billings on uncompleted contracts in excess of costs and estimated earnings161,349 82,221 
    Accrued expenses2,517 7,886 
    Net cash provided by operating activities76,763 25,567 
    Investing activities:
    Capital expenditures(5,425)(5,689)
    Proceeds from sale of property, plant and equipment (Note 3)
    237 5,535 
    Net cash used by investing activities(5,188)(154)
    Financing activities:
    Advances under asset-backed credit facility— 10,000 
    Repayments of advances under asset-backed credit facility— (20,000)
    Proceeds from issuance of common stock under employee stock purchase plan149 132 
    Repurchase of common stock for payment of statutory taxes due on equity-based compensation(1,235)(456)
    Net cash used by financing activities(1,086)(10,324)
    Effect of exchange rate changes on cash(563)(243)
    Net increase in cash and cash equivalents69,926 14,846 
    Cash, cash equivalents and restricted cash, beginning of period 140,615 79,812 
    Cash, cash equivalents and restricted cash, end of period $210,541 $94,658 
    Supplemental disclosure of cash flow information:
    Cash paid (received) during the period for:
    Income taxes$39 $(148)
    Interest$316 $776 
    Non-cash investing and financing activities:
    Purchases of property, plant and equipment on account$603 $39 

     See accompanying notes.




    -5-


    Table of Contents




    Matrix Service Company
    Condensed Consolidated Statements of Changes in Stockholders’ Equity
    (In thousands, except share data)
    (unaudited)
    Common StockAdditional
    Paid-In
    Capital
    Retained
    Earnings
    Accumulated
    Other
    Comprehensive
    Loss
    Treasury Stock
    SharesAmountSharesAmountTotal
    December 31, 202427,888,217$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, 202527,888,217$279 $147,805 $15,751 $(10,485)281,365$(2,640)$150,710 
    December 31, 202327,888,217$279 $140,668 $52,899 $(8,745)587,732$(6,191)$178,910 
    Net loss— — — (14,581)— — — (14,581)
    Other comprehensive loss— — — — (548)— — (548)
    Treasury shares sold to Employee Stock Purchase Plan— — (14)— — (4,249)55 41 
    Stock-based compensation expense— — 1,980 — — — — 1,980 
    March 31, 202427,888,217$279 $142,634 $38,318 $(9,293)583,483$(6,136)$165,802 
    Common StockAdditional
    Paid-In
    Capital
    Retained
    Earnings
    Accumulated
    Other
    Comprehensive
    Loss
    Treasury Stock
    SharesAmountSharesAmountTotal
    June 30, 202427,888,217$279 $145,580 $33,941 $(9,535)579,422$(6,083)$164,182 
    Net loss— — — (18,190)— — — (18,190)
    Other comprehensive loss— — — — (950)— — (950)
    Issuance of restricted stock — — (4,537)— — (408,406)4,537 — 
    Treasury shares sold to Employee Stock Purchase Plan— — 8 — — (13,501)140 148 
    Treasury shares purchased to satisfy tax withholding obligations— — — — — 123,850 (1,234)(1,234)
    Stock-based compensation expense— — 6,754 — — — — 6,754 
    March 31, 202527,888,217$279 $147,805 $15,751 $(10,485)281,365$(2,640)$150,710 
    June 30, 202327,888,217 $279 $140,810 $58,917 $(8,769)840,899 $(9,753)$181,484 
    Net loss— — — (20,599)— — — (20,599)
    Other comprehensive loss— — — — (524)— — (524)
    Issuance of restricted stock— — (3,868)— — (297,026)3,868 — 
    Treasury shares sold to Employee Stock Purchase Plan— — (73)— — (15,714)205 132 
    Treasury shares purchased to satisfy tax withholding obligations— — — — — 55,324 (456)(456)
    Stock-based compensation expense— — 5,765 — — — — 5,765 
    March 31, 202427,888,217 $279 $142,634 $38,318 $(9,293)583,483 $(6,136)$165,802 

    -6-


    Table of Contents




    Matrix Service Company
    Notes to Condensed Consolidated Financial Statements
    (unaudited)
    Note 1 – Basis of Presentation and Significant Accounting Policies
    Basis of Presentation
    The condensed consolidated financial statements include the accounts of Matrix Service Company and its subsidiaries (“Matrix”, “we”, “our”, “us”, “its” or the “Company”), unless otherwise indicated. Intercompany balances and transactions have been eliminated in consolidation.
    The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the Securities and Exchange Commission and do not include all information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. The information furnished reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the results of operations, cash flows and financial position for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2024, included in our Annual Report on Form 10-K. The results of operations for the three and nine month periods ended March 31, 2025 may not necessarily be indicative of the results of operations for the full year ending June 30, 2025.
    Significant Accounting Policies
    Our significant accounting policies are detailed in “Note 1 - Basis of Presentation and Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended June 30, 2024.

    Accounting Standards Not Yet Adopted
    In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity’s reportable segments and requires enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023 (fiscal 2025). Adoption of this ASU will result in additional disclosure, but will not impact the Company's consolidated financial position, results of operations or cash flows.
    In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). Adoption of this ASU will result in additional disclosure, but will not impact the Company's consolidated financial position, results of operations or cash flows.
    In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring companies to provide more detailed and organized disclosures of their expenses. Disclosures will include disaggregation of expense captions presented on the face of the income statement into specific categories, such as purchases of inventory, employee compensation, and costs related to depreciation and amortization. The new requirements will take effect for annual reporting periods beginning after December 15, 2026 (fiscal 2028) and for interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029), with early adoption permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company's consolidated financial position, results of operations or cash flows.
    Other accounting pronouncements issued but not effective until after March 31, 2025 are not expected to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
    Note 2 – Revenue
    Remaining Performance Obligations
    We had $1.1 billion of remaining performance obligations yet to be satisfied as of March 31, 2025. We expect to recognize $606.5 million of our remaining performance obligations as revenue within the next twelve months.
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    Contract Balances
    Contract terms with customers include the timing of billing and payments, which usually differs from the timing of revenue recognition. As a result, we carry contract assets and liabilities in our balance sheet. These contract assets and liabilities are calculated on a contract-by-contract basis and are classified as current. We present our contract assets in the balance sheet as Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts ("CIE"). CIE consists of revenue recognized in excess of billings. We present our contract liabilities in the balance sheet as Billings on Uncompleted Contracts in Excess of Costs and Estimated Earnings ("BIE"). BIE consists of billings in excess of revenue recognized. The following table provides information about CIE and BIE:
    March 31,
    2025
    June 30,
    2024
    Change
     (In thousands)
    Costs and estimated earnings in excess of billings on uncompleted contracts$38,567 $33,893 $4,674 
    Billings on uncompleted contracts in excess of costs and estimated earnings(332,657)(171,308)(161,349)
    Net contract liabilities$(294,090)$(137,415)$(156,675)
    The difference between the beginning and ending balances of our CIE and BIE primarily results from the timing of revenue recognized relative to the billings on the associated contracts. The amount of revenue recognized during the nine months ended March 31, 2025 that was included in the June 30, 2024 BIE balance was $162.5 million.
    Progress billings in accounts receivable at March 31, 2025 and June 30, 2024 included retentions to be collected within one year of $30.2 million and $11.6 million, respectively. Contract retentions collectible beyond one year are included in Other assets, non-current in the Condensed Consolidated Balance Sheets and totaled $51.3 million as of March 31, 2025 and $28.6 million as of June 30, 2024, respectively.
    Unpriced Change Orders and Claims
    Net contract liabilities included revenues for unpriced change orders and claims of $11.8 million at March 31, 2025 and $9.9 million at June 30, 2024. The amounts ultimately realized may be different than the recorded amounts resulting in adjustments to future earnings. Generally, we expect collection of amounts related to unpriced change orders and claims within twelve months. However, customers may not pay these amounts until final resolution of related claims, and therefore collection of these amounts may extend beyond one year.
    Disaggregated Revenue
    Revenue disaggregated by reportable segment is presented in Note 8 - Segment Information. The following series of tables presents revenue disaggregated by geographic area where the work was performed and by contract type:
    Geographic Disaggregation:
     Three Months EndedNine Months Ended
     March 31,
    2025
    March 31,
    2024
    March 31,
    2025
    March 31,
    2024
     (In thousands)
    United States$188,256 $153,181 $516,967 $487,140 
    Canada8,048 11,998 28,864 43,419 
    Other international3,857 834 7,078 8,155 
    Total Revenue$200,161 $166,013 $552,909 $538,714 

    Contract Type Disaggregation:                                                                
     Three Months EndedNine Months Ended
     March 31,
    2025
    March 31,
    2024
    March 31,
    2025
    March 31,
    2024
     (In thousands)
    Fixed-price contracts$143,402 $90,878 $405,121 $305,346 
    Time and materials and other cost reimbursable contracts56,759 75,135 147,788 233,368 
    Total Revenue$200,161 $166,013 $552,909 $538,714 
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    Note 3 – Property, Plant and Equipment

    During the first quarter of fiscal 2024, we sold a previously utilized facility in Burlington, Ontario for $2.7 million in net proceeds, which resulted in a gain of $2.5 million. The gain was included in Other income in the Condensed Consolidated Statements of Income. We closed this previously utilized facility during the second quarter of fiscal 2023 because it was no longer strategic to the future of the business.

    During the second quarter of fiscal 2024, we sold a facility in Catoosa, Oklahoma for $2.7 million in net proceeds, which resulted in a gain of $2.0 million. Proceeds were received in January 2024. The gain was included in Other income in the Condensed Consolidated Statements of Income. The facility was previously utilized for our industrial cleaning business, which was sold during the fourth quarter of fiscal 2023. The Catoosa, Oklahoma facility was closed as it was no longer strategic to the future of the business.

    During the third quarter of fiscal 2024, we purchased a fabrication facility in Bakersfield, California for $4.1 million to replace a facility being leased by the Company.

    There were no individually significant purchases or sales of property, plant and equipment in the nine months ended March 31, 2025.
    Note 4 – Debt
    On September 9, 2021, the Company and our primary U.S. and Canada operating subsidiaries entered into an asset-based credit agreement, which was most recently amended on May 3, 2024 (as amended, the "ABL Facility"), with Bank of Montreal, as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer. The maximum amount of loans under the ABL Facility is limited to $90.0 million. The ABL Facility is intended to be used for working capital, capital expenditures, issuances of letters of credit and other lawful purposes. Our obligations under the ABL Facility are guaranteed by substantially all of our U.S. and Canadian subsidiaries and are secured by a first lien on all our assets under the ABL Facility. The ABL Facility matures, and any outstanding amounts become due and payable, on September 9, 2026.
    The maximum amount that we may borrow under the ABL Facility is subject to a borrowing base, which is based on restricted cash plus a percentage of the value of certain accounts receivable, inventory and equipment, reduced for certain reserves. We are required to maintain a minimum of $25.0 million of restricted cash at all times, but such amounts are also included in the borrowing base. The borrowing base is recalculated on a monthly basis and at March 31, 2025, our borrowing base was $66.3 million. The Company had $4.8 million in letters of credit outstanding as of March 31, 2025, which resulted in availability of $61.5 million under the ABL Facility.
    Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, an annual rate of either a base rate (“Base Rate”), an Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"), or at the Canadian Prime Rate, plus an applicable margin. The Adjusted Term SOFR is defined as (i) the SOFR plus (ii) 11.448 basis points for a one-month tenor and 26.161 basis points for a three-month tenor; provided that the Adjusted Term SOFR cannot be below zero. The Base Rate is defined as a fluctuating interest rate equal to the greater of: (i) rate of interest announced by Bank of Montreal from time to time as its prime rate; (ii) the U.S. federal funds rate plus 0.50%; (iii) Adjusted Term SOFR for one month period plus 1.00%; or (iv) 1.00%. Depending on the amount of average availability, the applicable margin is between 1.00% to 1.50% for Base Rate and Canadian Prime Rate borrowings, which includes either U.S. or Canadian prime rate, and between 2.00% and 2.50% for Adjusted Term SOFR borrowings. Interest is payable either (i) monthly for Base Rate or Canadian Prime Rate borrowings or (ii) the last day of the interest period for Adjusted Term SOFR borrowings, as set forth in the ABL Facility. The fee for undrawn amounts is 0.25% per annum and is due quarterly.
    The ABL Facility contains customary conditions to borrowings, events of default and covenants, including, but not limited to, covenants that limit our ability to sell assets; engage in mergers and acquisitions; make investments, including investments in certain international subsidiaries; incur, assume or permit to exist additional indebtedness and guarantees; create or permit to exist liens; pay cash dividends or make distributions; issue equity instruments; or redeem or repurchase capital stock. In the event that our availability is less than the greater of (i) $15.0 million and (ii) 15.00% of the commitments under the ABL Facility then in effect, a consolidated Fixed Charge Coverage Ratio of at least 1.00 to 1.00 must be maintained. We were in compliance with all covenants of the ABL Facility as of March 31, 2025.

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    Note 5 – Income Taxes
    Effective Tax Rate
    During the three and nine months ended March 31, 2025, our effective tax rates were zero and (0.1)%, respectively. During the three and nine months ended March 31, 2024 our effective tax rates were zero. The effective tax rates during fiscal 2025 were impacted by valuation allowances of $1.2 million and $4.3 million, respectively, placed on deferred tax assets generated during the three and nine months ended March 31, 2025. The effective tax rates during fiscal 2024 were impacted by valuation allowances of $4.4 million and $5.8 million, respectively, placed on deferred tax assets during the three and nine months ended March 31, 2024.
    Valuation Allowance
    We placed a valuation allowance on our deferred tax assets in fiscal 2022 due to the existence of a cumulative loss over a three-year period. Currently, we place valuation allowances on newly generated deferred tax assets. We will realize the benefit associated with the deferred tax assets for which the valuation allowance has been provided as we generate taxable income.
    Note 6 – Commitments and Contingencies
    Insurance Reserves
    We maintain insurance coverage for various aspects of our operations. However, we retain exposure to potential losses through the use of deductibles, self-insured retentions and coverage limits.
    Typically our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our services and provide warranties for materials and workmanship. We may also be required to name the customer as an additional insured up to the limits of insurance available, or we may be required to purchase special insurance policies or surety bonds for specific customers or provide letters of credit in lieu of bonds to satisfy performance and financial guarantees on some projects. We maintain a performance and payment bonding line sufficient to support the business. We generally require our subcontractors to indemnify us and our customer and name us as an additional insured for activities arising out of the subcontractors’ work. We also require certain subcontractors to provide additional insurance policies, including surety bonds in favor of us, to secure the subcontractors’ work or as required by the subcontract.
    There can be no assurance that our insurance and the additional insurance coverage provided by our subcontractors will fully protect us against a valid claim or loss under the contracts with our customers.
    Litigation
    In January 2021, we achieved mechanical completion on a crude oil storage project. On April 1, 2022, we filed an arbitration demand against Keyera Energy, Inc. in an effort to collect outstanding balances of $32.7 million related to the project. In response, on June 2, 2022, the customer filed counterclaims seeking $20.0 million, which included liquidated damages and damages with respect to miscellaneous warranty items. On October 31, 2022, the customer amended its counterclaim claiming damages in a range of $18.8 million to $36.0 million, which included estimated amounts for “potential future costs.” In July 2024, the customer filed a second amended counterclaim which significantly increased the amount of alleged damages to a range of $69.6 million to $97.9 million, including a new claim for unspecified “other damages” of $46.9 million. A portion of the total alleged damages, if we are held liable, may be subject to certain insurance coverages. We are actively pursuing our claims and believe we have substantial legal and contractual defenses to the customer's counterclaims. Our hearing for this matter is currently scheduled for August 2025.
    During fiscal 2023, we completed construction services on a time and materials basis at a mining and minerals facility. In late fiscal 2023, after numerous attempts to collect outstanding receivables, we filed a notice of default for lack of payment of outstanding balances, and in early fiscal 2024, we filed a lien on the facility. The customer, 5E Boron Americas, LLC, responded by commencing litigation against us on July 17, 2023 in the United States District Court for the Central District of California, Eastern Division (5E Boron Americas, LLC v. Matrix Service Inc., Case No. 5:23-cv-01396-AB(DTBx)), alleging breach of contract and breach of express warranty. We denied all claims and filed a countersuit against the customer for failure to pay amounts due of $5.6 million. Our trial for this matter is currently scheduled for February 2026.

    We believe we have set appropriate reserves based on our evaluation of the possible outcomes for the matters described above. However, the results of litigation are inherently unpredictable, and the possibility exists that the ultimate resolution of one or more of these matters could result in a material effect on our financial position, results of operations or liquidity. We and our subsidiaries are participants in various other legal actions; however, assessing the eventual outcome of litigation involves forward-looking speculation as to judgement being made by arbitrators, judges, juries and appellate courts in the future. Based
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    upon information presently available, and in light of legal and other factual defenses available to the Company, management does not believe that such other known legal actions will have a material adverse effect on our financial position, results of operations or liquidity.
    Note 7 – Earnings per Common Share
    Basic earnings per share (“EPS”) is calculated based on the weighted average shares outstanding during the period. Diluted earnings per share includes the dilutive effect of employee and director nonvested restricted stock units. Nonvested restricted stock units are considered dilutive (antidilutive) to our EPS whenever the average market value of the shares during the period exceeds (is less than) the sum of the related average unamortized compensation expense during the period plus the related hypothetical estimated excess tax benefit that will be realized when the shares vest. Nonvested restricted stock units are considered antidilutive to our EPS in the event we report a net loss.
    The computation of basic and diluted earnings per share is as follows:
     Three Months EndedNine Months Ended
    March 31,
    2025
    March 31,
    2024
    March 31,
    2025
    March 31,
    2024
     (In thousands, except per share data)
    Basic EPS:
    Net loss$(3,434)$(14,581)$(18,190)$(20,599)
    Weighted average shares outstanding27,836 27,443 27,731 27,357 
    Basic loss per share$(0.12)$(0.53)$(0.66)$(0.75)
    Diluted EPS:
    Net loss$(3,434)$(14,581)$(18,190)$(20,599)
    Diluted weighted average shares outstanding27,836 27,443 27,731 27,357 
    Diluted loss per share$(0.12)$(0.53)$(0.66)$(0.75)

    The following securities are considered antidilutive and have been excluded from the calculation of Diluted EPS:

     Three Months EndedNine Months Ended
    March 31,
    2025
    March 31,
    2024
    March 31,
    2025
    March 31,
    2024
     (In thousands)
    Nonvested restricted stock units
    $1,279 $1,056 $1,116 $868 








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    Note 8 – Segment Information
    We operate our business through three reportable segments:
    •Storage and Terminal Solutions: primarily consists of engineering, procurement, fabrication, and construction services related to cryogenic and other specialty tanks and terminals for LNG, NGLs, hydrogen, ammonia, propane, butane, liquid nitrogen/liquid oxygen, and liquid petroleum. We also perform work related to traditional aboveground crude oil and refined product storage tanks and terminals. This segment also includes terminal balance of plant work, truck and rail loading/offloading facilities, and marine structures as well as storage tank and terminal maintenance and repair. Finally, we manufacture and sell precision engineered specialty tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals.
    •Utility and Power Infrastructure: primarily consists of engineering, procurement, fabrication, and construction services to support growing demand for LNG utility peak shaving facilities. We also perform power delivery work for public and private utilities, including construction of new substations, upgrades of existing substations, and maintenance. We also provide construction services to a variety of power generation facilities, including natural gas fired facilities in simple or combined cycle configurations.
    •Process and Industrial Facilities: primarily consists of plant maintenance, repair, and turnarounds in the downstream and midstream markets for energy clients including refining and processing of crude oil, fractionating, and marketing of natural gas and natural gas liquids. We also perform engineering, procurement, fabrication, and construction for refinery upgrades and retrofits for renewable fuels, including hydrogen processing, production, loading and distribution facilities. We also engineer and construct thermal vacuum test chambers for aerospace and defense industries and other infrastructure for industries including chemicals, petrochemical, sulfur, mining and minerals primarily in the extraction of non-ferrous metals, cement, agriculture, wastewater treatment facilities and other industrial customers.

    We evaluate performance and allocate resources based on operating income. We eliminate intersegment sales; therefore, no intercompany profit or loss is recognized. Corporate selling, general and administrative expenses, including corporate salaries and facilities costs, are excluded from our three reportable segments in order to align controllable costs with the responsibility of segment management, and to be consistent with how our chief operating decision-maker assesses segment performance and allocates resources. Segment assets consist primarily of accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, property, plant and equipment, right-of-use lease assets, goodwill and other intangible assets. Corporate assets consist primarily of cash, restricted cash, prepaid expenses, corporate fixed assets, and corporate operating lease right-of-use assets.

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    Segment Information - The following tables set forth certain selected financial information for our segments for the periods indicated:

    (In thousands)


    Storage and Terminal SolutionsUtility and Power InfrastructureProcess and Industrial FacilitiesCorporateTotal
    Three Months Ended March 31, 2025
    Total revenue (1)
    $96,054 $58,676 $45,431 $— $200,161 
    Cost of revenue(92,323)(53,139)(41,672)(177)(187,311)
    Gross profit (loss)3,731 5,537 3,759 (177)12,850 
    Selling, general and administrative expenses6,344 2,536 2,142 6,704 17,726 
    Restructuring costs— 124 — — 124 
    Operating income (loss)$(2,613)$2,877 $1,617 $(6,881)$(5,000)
    (1) Total revenues are net of inter-segment revenues which are primarily Process and Industrial Facilities and were $1.1 million for the three months ended March 31, 2025.
    Storage and Terminal SolutionsUtility and Power InfrastructureProcess and Industrial FacilitiesCorporateTotal
    Three Months Ended March 31, 2024
    Total revenue (1)
    $54,304 $46,120 $65,589 $— $166,013 
    Cost of revenue(51,991)(44,711)(63,822)89 (160,435)
    Gross profit 2,313 1,409 1,767 89 5,578 
    Selling, general and administrative expenses5,395 2,733 2,590 9,230 19,948 
    Operating income (loss)$(3,082)$(1,324)$(823)$(9,141)$(14,370)
    (1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and were $1.3 million for the three months ended March 31, 2024.
    Storage and Terminal SolutionsUtility and Power InfrastructureProcess and Industrial FacilitiesCorporateTotal
    Nine Months Ended March 31, 2025
    Total revenue (1)
    $269,800 $175,664 $107,445 $— $552,909 
    Cost of revenue(254,100)(165,411)(101,319)(524)(521,354)
    Gross profit (loss)15,700 10,253 6,126 (524)31,555 
    Selling, general and administrative expenses17,480 10,073 5,585 20,454 53,592 
    Restructuring costs— 124 — — 124 
    Operating income (loss)$(1,780)$56 $541 $(20,978)$(22,161)
    (1) Total revenues are net of inter-segment revenues which are primarily Process and Industrial Facilities and were $2.8 million for the nine months ended March 31, 2025.
    Storage and Terminal SolutionsUtility and Power InfrastructureProcess and Industrial FacilitiesCorporateTotal
    Nine Months Ended March 31, 2024
    Total revenue (1)
    $206,808 $118,659 $212,014 $1,233 $538,714 
    Cost of revenue(197,704)(112,139)(198,498)(2,347)(510,688)
    Gross profit (loss)9,104 6,520 13,516 (1,114)28,026 
    Selling, general and administrative expenses14,362 6,259 7,884 24,287 52,792 
    Operating income (loss)$(5,258)$261 $5,632 $(25,401)$(24,766)
    (1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and were $3.1 million for the nine months ended March 31, 2024.
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    Total assets by segment
    March 31, 2025June 30, 2024
    Storage and Terminal Solutions$212,867 $138,529 
    Utility and Power Infrastructure125,761 84,108 
    Process and Industrial Facilities50,58381,524
    Corporate224,529 147,190 
    Total Segment Assets$613,740 $451,351 



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    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    FORWARD-LOOKING STATEMENTS
    This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Form 10-Q which address activities, events or developments which we expect, believe or anticipate will or may occur in the future are forward-looking statements. The words “believes,” “intends,” “expects,” “anticipates,” “projects,” “estimates,” “predicts” and similar expressions are also intended to identify forward-looking statements. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
    These forward-looking statements include, among others, such things as:
    •amounts and nature of future project awards, revenue and margins from each of our segments;
    •our ability to generate sufficient cash from operations, access our credit facility, or raise cash in order to meet our short and long-term capital requirements;
    •our ability to comply with the covenants in our credit agreement;
    •the impact to our business from economic, market or business conditions in general and in the natural gas, oil, petrochemical, industrial and power industries in particular;
    •the impact of interest rates and inflation on our operating expenses and our business operations;
    •the likely impact of new or existing regulations or market forces on the demand for our services;
    •the impact to our business from disruptions to supply chains, inflation and availability of materials and labor;
    •our expectations with respect to the likelihood of a future impairment;
    •our expectations regarding pending litigation; and
    •expansion and other trends of the industries we serve.

    These statements are based on certain assumptions and analyses we made in light of our experience and our historical trends, current conditions and expected future developments as well as other factors we believe are appropriate. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties which could cause actual results to differ materially from our expectations, including:

    •any risk factors discussed in this Form 10-Q, Form 10-K for the fiscal year ended June 30, 2024, and in our other filings with the Securities and Exchange Commission;
    •economic, market or business conditions in general and in the natural gas, power, oil, petrochemical, industrial and power industries in particular;
    •the transition to renewable energy sources and its impact on our current customer base;
    •the under- or over-utilization of our work force;
    •delays in the commencement or progression of major projects, whether due to permitting issues or other factors;
    •reduced creditworthiness of our customer base and the higher risk of non-payment of receivables;
    •the inherently uncertain outcome of current and future litigation;
    •the adequacy of our reserves for claims and contingencies; and
    •changes in laws or regulations, including the imposition, cancellation or delay of tariffs on imported goods.
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    Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business operations. We assume no obligation to update, except as required by law, any such forward-looking statements, whether as a result of new information, future events or otherwise.
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    RESULTS OF OPERATIONS
    Overview
    We operate our business through three reportable segments:
    •Storage and Terminal Solutions: primarily consists of engineering, procurement, fabrication, and construction services related to cryogenic and other specialty tanks and terminals for LNG, NGLs, hydrogen, ammonia, propane, butane, liquid nitrogen/liquid oxygen, and liquid petroleum. We also perform work related to traditional aboveground crude oil and refined product storage tanks and terminals. This segment also includes terminal balance of plant work, truck and rail loading/offloading facilities, and marine structures as well as storage tank and terminal maintenance and repair. Finally, we manufacture and sell precision engineered specialty tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals.
    •Utility and Power Infrastructure: primarily consists of engineering, procurement, fabrication, and construction services to support growing demand for LNG utility peak shaving facilities. We also perform power delivery work for public and private utilities, including construction of new substations, upgrades of existing substations, and maintenance. We also provide construction services to a variety of power generation facilities, including natural gas fired facilities in simple or combined cycle configurations.
    •Process and Industrial Facilities: primarily consists of plant maintenance, repair, and turnarounds in the downstream and midstream markets for energy clients including refining and processing of crude oil, fractionating, and marketing of natural gas and natural gas liquids. We also perform engineering, procurement, fabrication, and construction for refinery upgrades and retrofits for renewable fuels, including hydrogen processing, production, loading and distribution facilities. We also engineer and construct thermal vacuum test chambers for aerospace and defense industries and other infrastructure for industries including chemicals, petrochemical, sulfur, mining and minerals primarily in the extraction of non-ferrous metals, cement, agriculture, wastewater treatment facilities and other industrial customers.
    Operational Update
    Operating activity increased during the third quarter of fiscal 2025 as revenues showed a 13% increase from second quarter of 2025. The increase was driven primarily by an increase in activity for refinery maintenance and turnaround services. As we move forward through the coming quarters, we believe activity levels will rise for projects currently in backlog.
    Project awards during the quarter were $301.2 million, resulting in a current quarter book-to-bill of 1.5x. Award activity was driven by our Storage and Terminal Solutions segment, and included the award of a large specialty storage project. The market drivers for each of our segments are strong and include increased oil and gas demand, the clean energy transition, low-cost feed stock, data center energy demand, industrial reshoring/onshoring, grid reliability and electrical supply assurance. As a result, we believe we will have strong award activity in the coming quarters. While our award activity in the quarter was strong, heightened macroeconomic uncertainty and the evolving impact of U.S. trade policy on infrastructure economics has impacted the timing of customer decisions in the near term. We believe customer delays in project starts and final investment decisions to be a short-term disruption, while an overall favorable regulatory environment for our customers underpins long-term momentum for our business.
    We continue to sharpen and better align our business for the current and coming marketplace. Accordingly, during the third and fourth quarters, we are consolidating certain aspects of the business to further improve our performance and create a flatter, leaner management structure. In addition, we continue to evaluate our business lines and, where appropriate, reallocate resources to those businesses that present the best opportunities. We remain focused on delivering sustainable, long-term shareholder value by building a resilient, growth-oriented platform aligned with the evolving needs of our customers.
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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 ("LNTP") 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 LNTP, we include the entire scope of work in our backlog if we conclude that the likelihood of the full project proceeding is probable. 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, 2025:

    Storage and Terminal SolutionsUtility and Power InfrastructureProcess and Industrial FacilitiesTotal
     (In thousands)
    Backlog as of December 31, 2024$738,986 $318,516 $253,632 $1,311,134 
    Project awards204,839 37,686 58,667 301,192 
    Revenue recognized(96,054)(58,676)(45,431)(200,161)
    Backlog as of March 31, 2025$847,771 $297,526 $266,868 $1,412,165 
    Book-to-bill ratio(1)
    2.1 x0.6 x1.3 x1.5 x
    (1)Calculated by dividing project awards by revenue recognized.



    The following table provides a summary of changes in our backlog for the nine months ended March 31, 2025:


    Storage and Terminal SolutionsUtility and Power InfrastructureProcess and Industrial FacilitiesTotal
    (In thousands)
    Backlog as of June 30, 2024$798,255 $379,697 $251,521 $1,429,473 
    Project awards319,316 93,493 126,898 539,707 
    Other adjustment(2)
    — — (4,106)(4,106)
    Revenue recognized(269,800)(175,664)(107,445)(552,909)
    Backlog as of March 31, 2025$847,771 $297,526 $266,868 $1,412,165 
    Book-to-bill ratio(1)
    1.2 x0.5 x1.2 x1.0 x
    (1)Calculated by dividing project awards by revenue recognized.
    (2)Backlog was reduced as a result of the closure of a customer's facility. This customer has historically represented less than 1% of our consolidated revenues.






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    In the Storage and Terminal Solutions segment, we booked $204.8 million of project awards during the third quarter of fiscal 2025. Project awards included a project for the engineering and construction of large refrigerated propane and butane tanks as well as spheres for related NGL products. During the nine months ended March 31, 2025, we booked $319.3 million of project awards. This segment includes significant opportunities for storage infrastructure projects related to natural gas, LNG, ammonia, NGLs and other forms of low carbon energy. We believe LNG and ammonia projects in particular will be key growth drivers for this segment. Bidding activity on LNG and ammonia projects has been strong and we expect that to continue.
    In the Utility and Power Infrastructure segment, we booked $37.7 million of project awards during the third quarter of fiscal 2025. During the nine months ended March 31, 2025, we booked $93.5 million of project awards. Our opportunity pipeline for LNG peak shaving projects continues to be promising; however those awards, while significant, can be less frequent. Power delivery opportunities are expected to be driven over the long-term by increasing electrical demand and the related electrical grid requirements. Project opportunities and bidding activity are strong for both the power delivery portion of the business and LNG peak shaving.
    In the Process and Industrial Facilities segment, we booked $58.7 million of project awards during the third quarter of fiscal 2025. During the nine months ended March 31, 2025, we booked $126.9 million of project awards, and were notified of a five-year renewal of a refinery maintenance contract. We continue to see demand for thermal vacuum chambers in the coming quarters, as well as increasing opportunities in mining and minerals, chemicals, low carbon and refinery turnarounds.
    Project awards in all segments are cyclical and are typically the result of a sales process that can take several months or years to complete. It is common for awards to shift from one period to another as the timing of awards is dependent upon a number of factors including changes in market conditions, permitting, off take agreements, project financing and other factors. Backlog volatility may increase for some segments from time to time when individual project awards are less frequent, but more significant. There is an inherent lag between the time a project is awarded and when it begins to have a material impact on revenue. This lag can vary and can extend up to six months or longer in unique circumstances, depending on finalization of scopes, contracts, permits, and facility process requirements. Additionally, awards for larger construction projects may be recognized as revenue over a multi-year period as the projects may take a few years to complete.
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    Three months ended March 31, 2025 Compared to the Three months ended March 31, 2024
    The information below is an analysis of our consolidated results for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. See Results of Operations by Business Segment below for additional information describing the performance of each of our reportable segments.
    Consolidated Results of Operations
    Three Months Ended
    March 31,2025 v 2024
    Dollars in thousands20252024Change%
    Revenue$200,161 $166,013 $34,148 21 %
    Cost of revenue187,311 160,435 26,876 17 %
    Gross profit12,850 5,578 7,272 130 %
    Selling, general and administrative expenses17,726 19,948 (2,222)(11)%
    Restructuring costs124 — 124 — %
    Operating loss(5,000)(14,370)9,370 65 %
    Other income (expense):
    Interest expense(134)(143)9 6 %
    Interest income1,518 165 1,353 820 %
    Other182 (235)417 177 %
    Loss before income tax expense(3,434)(14,583)11,149 76 %
    Provision for federal, state and foreign income taxes— (2)2 — %
    Net loss$(3,434)$(14,581)$11,147 76 %
    Revenue - The increase in consolidated revenue of $34.1 million, or 21%, was primarily attributable to higher revenue volumes in our Storage and Terminal Solutions and Utility and Power Infrastructure segments, partially offset by reduced revenue volumes in Process and Industrial Facilities.
    Gross profit - Gross profit in the third quarter of fiscal 2025 increased $7.3 million, or 130%, compared to the third quarter of fiscal 2024. Gross margin of 6.4% for the third quarter of fiscal 2025 increased compared with gross margin of 3.4% for the third quarter of fiscal 2024. The increase in gross margin for the quarter is attributable to higher gross margins in our Utility and Power Infrastructure and Process and Industrial Facility segments.
    Selling, general and administrative expenses - The decrease in SG&A expenses of $2.2 million, or 11%, is primarily due to a decrease in cash-settled stock-based compensation of $1.6 million.
    Interest income - The increase in interest income of $1.4 million is primarily due to an increase in our cash balance.
    Provision for income taxes - Our effective tax rates for the three months ended March 31, 2025 and March 31, 2024 were zero. The effective tax rates during both periods were impacted by valuation allowances of $1.2 million and $4.4 million respectively, placed on deferred tax assets generated during the quarters. We placed a valuation allowance on our deferred tax assets due to the existence of a cumulative loss over a three-year period. Currently, we place valuation allowances on newly generated deferred tax assets. We will realize the benefit associated with the deferred tax assets for which the valuation allowance has been provided as we generate taxable income.
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    Results of Operations by Business Segment
    Three Months Ended
    March 31,2025 v 2024
    Dollars in thousands20252024Change% Favorable (Unfavorable)
    Revenue
    Storage and Terminal Solutions$96,054$54,304$41,75077 %
    Utility and Power Infrastructure58,67646,12012,55627 %
    Process and Industrial Facilities45,43165,589(20,158)(31)%
    Total revenue (1)
    $200,161$166,013$34,14821 %
    (1) Total revenues are net of inter-segment revenues which are primarily Process and Industrial Facilities and were $1.1 million for the three months ended March 31, 2025.
    Gross profit (loss)
    Storage and Terminal Solutions$3,731$2,313$1,41861 %
    Utility and Power Infrastructure5,5371,4094,128293 %
    Process and Industrial Facilities3,7591,7671,992113 %
    Corporate(177)89(266)(299)%
    Total gross profit$12,850$5,578$7,272130 %
    Gross margin %
    Storage and Terminal Solutions3.9 %4.3 %(.4)%(9)%
    Utility and Power Infrastructure9.4 %3.1 %6.3%203 %
    Process and Industrial Facilities8.3 %2.7 %5.6%207 %
    Total gross margin %6.4 %3.4 %3.0%88 %
    Operating income (loss)
    Storage and Terminal Solutions$(2,613)$(3,082)$46915 %
    Utility and Power Infrastructure2,877(1,324)4,201317 %
    Process and Industrial Facilities1,617(823)2,440296 %
    Corporate(6,881)(9,141)2,26025 %
    Total Operating Loss$(5,000)$(14,370)$9,37065 %
    Storage and Terminal Solutions
    Storage and Terminal Solutions revenues increased by $41.8 million, or 77%, in the three months ended March 31, 2025 compared to the same period last year, driven by an increased volume of work for specialty vessel and LNG storage projects.
    Storage and Terminal Solutions gross profit increased by $1.4 million, or 61%, in the three months ended March 31, 2025 compared to the same period last year. The segment gross margin was 3.9% for the three months ended March 31, 2025 compared to segment gross margin of 4.3% in the same period last year. Although higher revenue resulted in improved leverage of our cost structure, segment gross margin continues to be impacted by under-recovery as we allocate more resources to this segment in anticipation of continuing revenue growth. Additionally, gross margin for the third quarter of fiscal 2025 was negatively impacted by lower than anticipated labor productivity on a crude terminal project.
    Utility and Power Infrastructure
    Utility and Power Infrastructure revenues increased by $12.6 million, or 27%, in the three months ended March 31, 2025 compared to the same period last year. The increase is primarily attributable to a higher volume of work for natural gas peak shaving projects.
    Utility and Power Infrastructure gross profit increased by $4.1 million, or 293%, in the three months ended March 31, 2025 compared to the same period last year. The segment gross margin was 9.4% for the three months ended March 31, 2025 compared to 3.1% in the same period last year, an increase of 6.3% due to strong project execution and improved construction overhead cost absorption as a result of higher revenues.
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    Process and Industrial Facilities
    Process and Industrial Facilities revenues decreased by $20.2 million, or 31%, in the three months ended March 31, 2025 compared to the same period last year. The decrease is primarily attributable to lower revenue volumes resulting from the completion of a large renewable diesel project. We believe this reduction in revenue is temporary given our strong backlog, including a significant gas processing construction project that is expected to commence in early fiscal 2026.
    Process and Industrial Facilities gross profit increased by $2.0 million, or 113%, in the three months ended March 31, 2025 compared to the same period last year. The segment gross margin was 8.3% for the three months ended March 31, 2025 compared to 2.7% in the same period last year. Gross margin in the prior period was adversely impacted by reduced labor demand for turnaround and maintenance services in the final year of a three-year refinery maintenance contract which has since been renewed. The accounting for this change resulted in a cumulative catch-up adjustment over the life of the contract, which impacted gross margins during the prior year period.
    Nine months ended March 31, 2025 Compared to the Nine months ended March 31, 2024
    The information below is an analysis of our consolidated results for the nine months ended March 31, 2025, compared to the nine months ended March 31, 2024. See Results of Operations by Business Segment below for additional information describing the performance of each of our reportable segments.
    Consolidated Results of Operations
    Nine Months Ended
    March 31,2025 v 2024
    Dollars in thousands20252024Change%
    Revenue$552,909 $538,714 $14,195 3 %
    Cost of revenue521,354 510,688 10,666 2 %
    Gross profit31,555 28,026 3,529 13 %
    Selling, general and administrative expenses53,592 52,792 800 2 %
    Restructuring costs124 — 124 — %
    Operating loss(22,161)(24,766)2,605 11 %
    Other income (expense):
    Interest expense(368)(787)419 53 %
    Interest income4,668 477 4,191 879 %
    Other(313)4,481 (4,794)(107)%
    Loss before income tax expense(18,174)(20,595)2,421 12 %
    Provision for federal, state and foreign income taxes16 4 12 — %
    Net loss$(18,190)$(20,599)$2,409 012 %
    Revenue - The increase in overall revenue of $14.2 million, or 3%, was primarily attributable to increased revenue volumes in our Storage and Terminal Solutions and Utility and Power Infrastructure segments, partially offset by a decrease in Process and Industrial Facilities.
    Gross profit - Gross profit in the nine months ended March 31, 2025 increased $3.5 million, or 13%, compared to the same period prior year. Gross margin increased to 5.7% for the nine months ended March 31, 2025 compared to 5.2% for the same period prior year. The increase in gross margin for the quarter is attributable to higher gross margins in our Storage and Terminal Solutions and Utility and Power Infrastructure segments, partially offset by lower margins in our Process and Industrial Facility segment.
    Selling, general and administrative expenses - The increase in SG&A expenses of $0.8 million, or 2%, is primarily due to an increase in salaries and wages of $2.3 million, all necessitated to support conversion of backlog to revenue and expected growth of the business. The increase was partially offset by a decrease in cash-settled stock-based compensation expense of $2.1 million.
    Interest income - The increase in interest income of $4.2 million is primarily due to an increase in our cash balance.
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    Other income - Other income decreased $4.8 million in the nine months ended March 31, 2025 as compared to the same period prior year. Other income during the nine months ended March 31, 2024 included a gain of $2.0 million from the sale of a facility in Catoosa, Oklahoma. Additionally, in the first quarter of fiscal 2024, we recognized a gain of $2.5 million on the sale of a previously utilized facility in Burlington, Ontario.
    Provision for income taxes - Our effective tax rates for the nine months ended March 31, 2025 and March 31, 2024 were (0.1%) and zero, respectively. The effective tax rates during both periods were impacted by valuation allowances of $4.3 million and $5.8 million, respectively, placed on deferred tax assets generated during the quarters. We placed a valuation allowance on our deferred tax assets due to the existence of a cumulative loss over a three-year period. Currently, we place valuation allowances on newly generated deferred tax assets. We will realize the benefit associated with the deferred tax assets for which the valuation allowance has been provided as we generate taxable income.
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    Results of Operations by Business Segment
    Nine Months Ended
    March 31,2025 v 2024
    Dollars in thousands20252024Change% Favorable (Unfavorable)
    Revenue
    Storage and Terminal Solutions$269,800$206,808$62,99230 %
    Utility and Power Infrastructure175,664118,65957,00548 %
    Process and Industrial Facilities107,445212,014(104,569)(49)%
    Corporate—1,233(1,233)— %
    Total revenue (1)
    $552,909$538,714$14,1953 %
    (1) Total revenues are net of inter-segment revenues which are primarily Process and Industrial Facilities and were $2.8 million for the nine months ended March 31, 2025.
    Gross profit (loss)
    Storage and Terminal Solutions$15,700$9,104$6,59672 %
    Utility and Power Infrastructure10,2536,5203,73357 %
    Process and Industrial Facilities6,12613,516(7,390)(55)%
    Corporate(524)(1,114)59053 %
    Total gross profit$31,555$28,026$3,52913 %
    Gross margin %
    Storage and Terminal Solutions5.8 %4.4 %1.4%32 %
    Utility and Power Infrastructure5.8 %5.5 %0.3%5 %
    Process and Industrial Facilities5.7 %6.4 %(0.7)%(11)%
    Corporate— %(90.3)%90.3%(100)%
    Total gross margin %5.7 %5.2 %0.5%10 %
    Operating income (loss)
    Storage and Terminal Solutions$(1,780)$(5,258)$3,47866 %
    Utility and Power Infrastructure56261(205)(79)%
    Process and Industrial Facilities5415,632(5,091)(90)%
    Corporate(20,978)(25,401)4,42317 %
    Total Operating Loss$(22,161)$(24,766)$2,60511 %

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    Storage and Terminal Solutions
    Storage and Terminal Solutions revenues increased by $63.0 million, or 30%, in the nine months ended March 31, 2025 compared to the same period last year, driven by increased volume of work for specialty vessel and LNG storage, partially offset by decreases in tank repair and maintenance work.
    Storage and Terminal Solutions gross profit increased by $6.6 million, or 72%, in the nine months ended March 31, 2025 compared to the same period last year. The segment gross margin was 5.8% for the nine months ended March 31, 2025 compared to segment gross margin of 4.4% in the same period last year. The improved gross margin relative to the prior year period reflects consistent project execution and improved construction overhead cost absorption as a result of higher revenues.
    Utility and Power Infrastructure
    Utility and Power Infrastructure revenues increased by $57.0 million, or 48%, in the nine months ended March 31, 2025 compared to the same period last year. The increase is primarily attributable to higher volumes of work for LNG peak shaving projects, partially offset by decreases in power delivery work.
    Utility and Power Infrastructure gross profit increased by $3.7 million, or 57%, in the nine months ended March 31, 2025 compared to the same period last year. The segment gross margin was 5.8% for the nine months ended March 31, 2025 compared to 5.5% in the same period last year.
    Process and Industrial Facilities
    Process and Industrial Facilities revenues decreased by $104.6 million, or 49%, in the nine months ended March 31, 2025 compared to the same period last year. The decrease is primarily attributable to lower revenue volumes for a now completed large renewable diesel project, in addition to lower revenue volumes for thermal vacuum chambers. We believe this reduction in revenue is temporary given our strong backlog, including a significant gas processing construction project that is expected to commence in early fiscal 2026.
    Process and Industrial gross profit decreased by $7.4 million, or 55%, in the nine months ended March 31, 2025 compared to the same period last year. The segment gross margin was 5.7% for the nine months ended March 31, 2025 compared to 6.4% in the same period last year. The segment gross margin in the current period was impacted by higher levels of under-recovery of construction overhead costs due to lower revenue.

    LIQUIDITY AND CAPITAL RESOURCES

    Overview
    We assess liquidity based on the ongoing ability to pay our liabilities as they become due, fund business operations and meet all monetary contractual obligations. Our primary sources of liquidity at March 31, 2025 were unrestricted cash and cash equivalents on hand, capacity under our ABL Facility, and cash generated from operations. Our primary operational uses of capital are expenditures required to execute our projects, fund business operations and fulfill our contractual obligations. We believe that for at least the next 12 months, our cash position, anticipated cash generated by operating activities, along with our availability under the ABL Facility, is sufficient to support our operating requirements.

    Unrestricted cash and cash equivalents at March 31, 2025 totaled $185.5 million and availability under the ABL Facility totaled $61.5 million, resulting in total liquidity of $247.1 million. During the third quarter of fiscal 2025, liquidity increased $35.4 million primarily as a result of cash provided by operating activities.
    The following table provides a reconciliation of restricted cash and unrestricted cash in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows, as well as availability and total liquidity (in thousands):
    March 31,
    2025
    December 31,
    2024
    September 30,
    2024
    June 30,
    2024
    Total cash, cash equivalents and restricted cash$210,541 $181,777 $149,610 $140,615 
    Less: Restricted cash25,000 25,000 25,000 25,000 
    Unrestricted cash185,541 156,777 124,610 115,615 
    Availability under ABL Facility61,543 54,920 56,642 53,988 
    Total Liquidity$247,084 $211,697 $181,252 $169,603 
    The following table provides a summary of changes in our liquidity for the three months ended March 31, 2025 (in thousands):
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    Liquidity at December 31, 2024$211,697 
    Cash provided by operating activities31,247 
    Capital expenditures(2,566)
    Proceeds from asset sales74 
    Increase in availability under ABL Facility6,623 
    Cash provided by financing activities47 
    Effect of exchange rate changes on cash(38)
    Liquidity at March 31, 2025$247,084 
    The following table provides a summary of changes in our liquidity for the nine months ended March 31, 2025 (in thousands):
    Liquidity at June 30, 2024$169,603 
    Cash provided by operating activities76,763 
    Capital expenditures(5,425)
    Proceeds from asset sales237 
    Increase in availability under ABL Facility 7,555 
    Cash used by financing activities(1,086)
    Effect of exchange rate changes on cash(563)
    Liquidity at March 31, 2025$247,084 
    Factors that routinely impact our short-term liquidity and may impact our long-term liquidity include, but are not limited to:

    •changes in costs and estimated earnings in excess of billings on uncompleted contracts and billings on uncompleted contracts in excess of costs due to contract terms that determine the timing of billings to customers and the collection of those billings:

    ◦some fixed-price customer contracts allow for significant upfront billings at the beginning of a project, which increases liquidity near term;

    ◦some cost-plus and fixed-price customer contracts are billed based on milestones which may increase or decrease liquidity in the near term depending on the timing of when we incur significant expenditures and when we collect from our customers;

    ◦time and material contracts are normally billed in arrears. Therefore, we are routinely required to carry these costs until they can be billed and collected; and

    ◦some of our large construction projects may require security in the form of significant retentions. Retentions are normally held until certain contractual milestones are achieved; therefore, collection may extend beyond one year;

    •the mix of work can impact liquidity. In periods where fixed-price contracts comprise a larger portion of revenue, liquidity may increase depending on the timing of the billing schedule in relation to project cash outflows. In periods where time and material contracts comprise a larger portion of revenue, liquidity may decrease;

    •other changes in working capital, including the timing of tax payments and refunds;

    •release of contract retentions, and

    •capital expenditures.

    Other factors that may impact both short and long-term liquidity include:

    •contract disputes;

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    •collection issues, including those caused by weak commodity prices, economic slowdowns or other factors which can lead to credit deterioration of our customers;

    •borrowing constraints under our ABL Facility and maintaining compliance with all covenants contained in the ABL Facility;

    •letters of credit. We have certain contracts with customers, and may have future contracts, that permit the customer to obtain, at the customer's expense, letters of credit as a form of security under the contract. Letters of credit reduce our borrowing availability under the Company's ABL Facility;

    •acquisitions and disposals of businesses or assets; and

    •purchases of shares under our stock buyback program.
    ABL Credit Facility
    We have an asset-based credit agreement, which was most recently amended on May 3, 2024 (as amended, the "ABL Facility"), with Bank of Montreal, as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer. The maximum amount of loans under the ABL Facility is limited to $90.0 million. The ABL Facility is intended to be used for working capital, capital expenditures, issuances of letters of credit and other lawful purposes. Our obligations under the ABL Facility are guaranteed by substantially all of our U.S. and Canadian subsidiaries and are secured by a first lien on all our assets under the ABL Facility. The ABL Facility matures, and any outstanding amounts become due and payable, on September 9, 2026.
    The borrowing base is recalculated on a monthly basis and at March 31, 2025, our borrowing base was $66.3 million. We had no borrowings outstanding and $4.8 million in letters of credit outstanding as of March 31, 2025, which resulted in availability of $61.5 million under the ABL Facility. For additional information regarding our ABL Facility, see Item I of Part I, "Financial Statements - Note 4 - Debt."

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    CASH FLOW ANALYSIS
    The following table summarizes our changes in cash flow activities for the periods indicated (in thousands):
    Nine Months Ended
    March 31,
    20252024
    Cash flows provided by operating activities$76,763 $25,567 
    Cash flows used in investing activities(5,188)(154)
    Cash flows used in financing activities(1,086)(10,324)
    Effect of exchange rate changes on cash(563)(243)
    Change in cash and cash equivalents69,926 14,846 
    Cash and cash equivalents at beginning of period140,615 79,812 
    Cash and cash equivalents at end of period$210,541 $94,658 

    Cash Flows Provided by Operating Activities
    The following table summarizes the components of cash flows provided by operating activities for the periods indicated (in thousands):
    Nine Months Ended
    March 31,
    20252024
    Net loss$(18,190)$(20,599)
    Gain on sale of property, plant and equipment(122)(4,530)
    Depreciation and amortization7,538 8,337 
    Stock-based compensation6,754 5,765 
    Other non-cash expenses108 169 
    Cash effect of changes in operating assets and liabilities80,675 36,425 
    Net cash provided by operating activities$76,763 $25,567 
    The significant components of the $80.7 million change in operating assets and liabilities     for the nine months ended March 31, 2025 are summarized as follows:

    •Accounts receivable, excluding credit losses recognized during the period and including retention amounts classified as non-current, increased by $88.8 million which decreased cash flows from operating activities. The increases are primarily attributable to the timing of billing and collections.

    •Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") increased $4.7 million which decreased cash flows from operating activities. Billings on uncompleted contracts in excess of costs and estimated earnings ("BIE") increased $161.3 million which increased cash flows from operating activities. CIE and BIE balances can experience significant fluctuations based on business volumes and the timing of when job costs are incurred and the timing of customer billings and payments.

    •Accounts payable increased by $13.0 million which increased cash flows from operating activities. These operating liabilities can fluctuate based on business volumes; the timing of vendor payments; accruals; lease commencement, lease payments, expiration, or termination of operating leases; and other timing differences.

    •Inventories, income taxes receivable, prepaid expenses, other current assets, operating right-of-use lease assets and other assets, non-current, increased $1.2 million which decreased cash flows from operating activities. These operating assets can fluctuate based on business volumes; the timing of inventory builds and draw-downs, accrual and receipt of income taxes receivable; prepayments of certain expenses; lease commencement, passage of time, expiration, or termination of operating leases; and other timing differences.

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    •Accrued wages and benefits, accrued insurance, operating lease liabilities, other accrued expenses, and other liabilities, non-current increased by $1.1 million which increased cash flows from operating activities. These operating liabilities can fluctuate based on the timing of payroll, distributions, business volumes; vendor payments; accruals; lease commencement, lease payments, expiration, or termination of operating leases; and other timing differences.
    The significant components of the $36.4 million change in operating assets and liabilities     for the nine months ended March 31, 2024 are summarized as follows:

    •Accounts receivable, excluding credit losses recognized during the period and including retention amounts classified as non-current, increased by $43.1 million, which decreased cash flows from operating activities. The increases are primarily attributable to the timing of billing and collections, partially offset by $16.8 million we received as full payment for the favorable resolution of a legal matter.

    •Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") decreased $10.3 million which increased cash flows from operating activities. Billings on uncompleted contracts in excess of costs and estimated earnings ("BIE") increased $82.2 million which increased cash flows from operating activities. CIE and BIE balances can experience significant fluctuations based on business volumes and the timing of when job costs are incurred and the timing of customer billings and payments.

    •Accounts payable decreased by $20.9 million which decreased cash flows from operating activities. These operating liabilities can fluctuate based on business volumes; the timing of vendor payments; accruals; lease commencement, lease payments, expiration, or termination of operating leases; and other timing differences.

    •Inventories, income taxes receivable, prepaid expenses, other current assets, operating right-of-use lease assets and other assets, non-current, decreased $3.8 million, which increased cash flows from operating activities. These operating assets can fluctuate based on business volumes; the timing of inventory builds and draw-downs, accrual and receipt of income taxes receivable; prepayments of certain expenses; lease commencement, passage of time, expiration, or termination of operating leases; and other timing differences.

    •Accrued wages and benefits, accrued insurance, operating lease liabilities, other accrued expenses, and other liabilities, non-current increased by $4.1 million increased cash flows from operating activities. These operating liabilities can fluctuate based on the timing of payroll, distributions, business volumes; vendor payments; accruals; lease commencement, lease payments, expiration, or termination of operating leases; and other timing differences.

    Cash Flows Used by Investing Activities
    Investing activities used $5.2 million of cash in the nine months ended March 31, 2025 due to capital expenditures associated with improvements at a fabrication facility in Bakersfield, California that we purchased in fiscal 2024, as well as the purchase of construction equipment to support our projects.
    Investing activities used $0.2 million of cash in the nine months ended March 31, 2024 due to capital expenditures partially offset by proceeds from asset sales. In the first quarter of fiscal 2024, we sold a previously utilized facility in Burlington, Ontario for $2.7 million in net proceeds. In the second quarter of fiscal 2024, we sold a facility in Catoosa, Oklahoma for $2.7 million in net proceeds. We closed these previously utilized facilities as they were no longer strategic to the future of the business. In the third quarter of fiscal 2024 we purchased a fabrication facility in Bakersfield, California for $4.1 million to replace a facility being leased by the Company.
    Cash Flows Used by Financing Activities
    Financing activities used $1.1 million of cash in the nine months ended March 31, 2025 primarily due to the repurchase of common stock for payment of statutory taxes due on equity-based compensation.
    Financing activities used $10.3 million of cash in the nine months ended March 31, 2024 primarily due to $10.0 million in net repayments under our ABL facility.
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    Dividend Policy
    We have never paid cash dividends on our common stock and the terms of our ABL Facility limit dividends to stock dividends only. Any future dividend payments will depend on the terms of our ABL Facility, our financial condition, capital requirements and earnings as well as other relevant factors.
    Stock Repurchase Program
    We may repurchase common stock pursuant to the Stock Buyback Program, which was approved by the board of directors in November 2018. Under the program, the aggregate number of shares repurchased may not exceed 2,707,175 shares. We may repurchase our stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and are not obligated to purchase any shares. The program will continue unless and until it is modified or revoked by the Board of Directors. We made no repurchases under the program in the three months ended March 31, 2025 and have no current plans to repurchase stock. As of March 31, 2025, there were 1,349,037 shares available for repurchase under the Stock Buyback Program. The terms of our ABL Facility limit share repurchases to $2.5 million per fiscal year provided that we meet certain availability thresholds and do not violate our Fixed Charge Coverage Ratio financial covenant.
    Treasury Shares
    We had 281,365 treasury shares as of March 31, 2025 and intend to utilize these treasury shares in connection with equity awards under our stock incentive plans and for sales to the Employee Stock Purchase Plan.
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    CRITICAL ACCOUNTING POLICIES AND ESTIMATES
    There have been no material changes in our critical accounting policies and estimates from those reported in our fiscal 2024 Annual Report on Form 10-K filed with the SEC. For more information on our critical accounting policies and estimates, see Part II, Item 7 of our fiscal 2024 Annual Report on Form 10-K.
    Item 3. Quantitative and Qualitative Disclosures about Market Risk
    There have been no material changes in market risk faced by us from those reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission. For more information on market risk, see Part II, Item 7A in our fiscal 2024 Annual Report on Form 10-K.
    Item 4. Controls and Procedures
    We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e).
    We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level at March 31, 2025.
    There have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting during the quarter ended March 31, 2025.
    -31-


    Table of Contents

    PART II
    OTHER INFORMATION
    Item 1. Legal Proceedings
    We are a party to a number of legal proceedings. See Part I., Item 1. Financial Statements, Note 6 - Commitments and Contingencies, Litigation, for a description of our material ongoing litigation.
    Item 1A. Risk Factors
    The following is an update to the material risks previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024:

    Changes in global trade policy and the impact on tariffs may have a material adverse effect on business operations and financial performance.

    The new U.S. presidential administration has announced tariffs on U.S. imports generally, with higher rates for select U.S. trade partners. Certain foreign governments have also announced retaliatory tariffs. The tariff policy environment has been and is expected to continue to be dynamic, and we cannot predict what additional actions may ultimately be taken by the United States or other governments with respect to tariffs or trade relations, including retaliatory trade measures taken by other countries in response to existing or future United States tariffs or other measures.

    Domestic and foreign trade tariffs could raise the price and reduce the availability of raw materials such as steel plate and steel pipe, which are key materials used by us, which could cause us to experience lower gross margins, operational inefficiencies and project delays. To the extent we can, we mitigate these risks primarily by procuring materials upon contract execution to ensure that our purchase price approximates the costs included in the project estimate, through contract provisions that mitigate our exposure to fluctuations in material costs, and through contracting strategies that allow us to spread the risk of cost increases to other involved parties. However, we may be unable to pass through some or all of these increases in costs to other parties which may materially affect our results of operations.

    Additionally, tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. economic conditions and commodity markets, declining consumer confidence, significant inflation, and diminished expectations for the economy. These factors could increase our costs and reduce our customers’ demand for our services, including decisions by our clients on project viability or timing, which could negatively impact our operating results and financial condition.
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    Issuer Purchases of Equity Securities
    We may repurchase common stock pursuant to the Stock Buyback Program, which was approved by the board of directors in November 2018. Under the program, the aggregate number of shares repurchased may not exceed 2,707,175 shares. As of March 31, 2025, 1,349,037 shares were available for repurchase under the stock buyback program. We may repurchase our stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and are not obligated to purchase any shares. The program will continue unless and until it is modified or revoked by the Board of Directors. The terms of our ABL Facility also limit share repurchases to $2.5 million per fiscal year provided that we meet certain availability thresholds and we do not violate our Fixed Charge Coverage Ratio financial covenant. We made no repurchases under the stock buyback program in the second quarter of fiscal 2025 and have no current plans to repurchase stock.
    Dividend Policy
    We have never paid cash dividends on our common stock and the terms of our ABL Facility limit dividends to stock dividends only. Any future dividend payments will depend on the terms of our ABL Facility, our financial condition, capital requirements and earnings as well as other relevant factors.

    Item 3. Defaults Upon Senior Securities
    None
    -32-


    Table of Contents

    Item 4. Mine Safety Disclosures
    Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") by the Federal Mine Safety and Health Administration. We do not act as the owner of any mines, but as a result of our performing services or construction at mine sites as an independent contractor, we are considered an "operator" within the meaning of the Mine Act.
    Information concerning mine safety violations or other regulatory matters required to be disclosed in this quarterly report under Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.
    Item 5. Other Information
    During the nine months ended March 31, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1, as each term is defined under Item 408(a) of Regulation S-K.
    A member of our Board of Directors, Jim Miller, purchased $5,000 of shares of our common stock through the 2011 Employee Stock Purchase Plan during the each of the quarters ended September 30, 2024, December 31, 2024, and March 31, 2025. The 2011 Employee Stock Purchase Plan may be considered a "Non-Rule 10b5-1 trading arrangement" under Item 408 of Regulation S-K. Mr. Miller has elected not to participate in the 2011 Employee Stock Purchase Plan for the remainder of calendar year 2025.
    Item 6. Exhibits: 
    The following documents are included as exhibits to this Quarterly Report on Form 10-Q. Any exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical hereafter.
    Exhibit No.Description
    Exhibit 31.1:
    Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CEO.
    Exhibit 31.2:
    Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 – CFO.
    Exhibit 32.1:
    Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CEO.
    Exhibit 32.2:
    Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002) – CFO.
    Exhibit 95:
    Mine Safety Disclosure.
    Exhibit 101.INS:XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
    Exhibit 101.SCH:XBRL Taxonomy Schema Document.
    Exhibit 101.CAL:XBRL Taxonomy Extension Calculation Linkbase Document.
    Exhibit 101.DEF:XBRL Taxonomy Extension Definition Linkbase Document.
    Exhibit 101.LAB:XBRL Taxonomy Extension Labels Linkbase Document.
    Exhibit 101.PRE:XBRL Taxonomy Extension Presentation Linkbase Document.
    Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

    -33-


    Table of Contents

    SIGNATURE
    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 thereunto duly authorized.
     
     MATRIX SERVICE COMPANY
    Date: May 8, 2025By: /s/ Kevin S. Cavanah
    Kevin S. Cavanah
    Vice President and Chief Financial Officer
    -34-
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