mtrx-20250930

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 September 30, 2025


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

For the transition period from to

Commission File No. 1-15461

__________________________________________

MATRIX SERVICE COMPANY

(Exact name of registrant as specified in its charter)

__________________________________________


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

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

(Address of principal executive offices and zip code)

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

Not Applicable

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

___________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MTRX	NASDAQ Global Select Market

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

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

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

Large Accelerated Filer

☐

Accelerated Filer

☒

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 5, 2025 there were 28,124,527 shares of the Company's common stock, $0.01 par value per share, outstanding.


		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the Three Months Ended S eptember 30 , 2025 and 2024	1

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended S eptember 30 , 2025 and 2024	2

	Condensed Consolidated Balance Sheets as of September 30 , 2025 and June 30, 202 5	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended S eptember 3 0 , 2025 and 2024	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended September 30 , 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	28

Item 4.	Controls and Procedures	28

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

Signature		31


	Three Months Ended
	September 30, 2025		September 30, 2024
Revenue	$	211,884	$	165,579
Cost of revenue	197,702		157,766
Gross profit	14,182		7,813
Selling, general and administrative expenses	16,334		18,580

Restructuring costs	3,348		—
Operating loss	(5,500)		(10,767)
Other income (expense):
Interest expense	(127)		(89)
Interest income	1,802		1,572
Other	231		61
Loss before income tax expense	(3,594)		(9,223)
Provision for federal, state and foreign income taxes	69		—
Net loss	$	(3,663)	$	(9,223)

Basic loss per common share	$	(0.13)	$	(0.33)
Diluted loss per common share	$	(0.13)	$	(0.33)
Weighted average common shares outstanding:
Basic	28,008		27,559
Diluted	28,008		27,559


	Three Months Ended
	September 30, 2025		September 30, 2024
Net loss	$	(3,663)	$	(9,223)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	(528)		436
Comprehensive loss	$	(4,191)	$	(8,787)


	September 30, 2025		June 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	192,307	$	224,641
Accounts receivable, net of allowance for credit losses	160,344		154,994
Costs and estimated earnings in excess of billings on uncompleted contracts	37,912		29,764
Inventories	5,579		5,917
Income taxes receivable	75		110
Prepaid expenses and other current assets	14,195		4,347
Total current assets	410,412		419,773
Restricted cash	25,000		25,000
Property, plant and equipment, net	41,347		42,097
Operating lease right-of-use assets	15,827		17,827
Goodwill	28,978		29,047
Other intangible assets, net of accumulated amortization	281		555

Other assets, non-current (Note 2)	76,341		65,957
Total assets	$	598,186	$	600,256


	September 30, 2025		June 30, 2025
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	98,199	$	80,453
Billings on uncompleted contracts in excess of costs and estimated earnings	317,556		323,593
Accrued wages and benefits	15,409		18,961

Accrued insurance	4,711		5,310
Operating lease liabilities	4,458		4,441

Other accrued expenses	3,122		3,617
Total current liabilities	443,455		436,375
Deferred income taxes	24		25
Operating lease liabilities	15,902		16,986

Other liabilities, non-current	2,539		4,154
Total liabilities	461,920		457,540
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock — $0.01 par value; 60,000,000 shares authorized; 28,070,427 shares issued and outstanding at September 30, 2025; 27,888,217 shares issued at June 30, 2025 and 27,610,486 shares outstanding as of June 30, 2025;	281		279
Additional paid-in capital	145,100		149,969
Retained earnings	816		4,479
Accumulated other comprehensive loss	(9,931)		(9,403)
Treasury stock, at cost — 0 shares as of September 30, 2025 and 277,731 shares as of June 30, 2025;	—		(2,608)
Total stockholders' equity	136,266		142,716
Total liabilities and stockholders’ equity	$	598,186	$	600,256



	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
	Shares	Amount								Shares	Amount		Total
June 30, 2025	27,888,217	$	279	$	149,969	$	4,479	$	(9,403)	277,731	$	(2,608)	$	142,716
Net loss	—	—		—		(3,663)		—		—	—		(3,663)
Other comprehensive loss	—	—		—		—		(528)		—	—		(528)
Issuance of restricted stock	182,210	2		(6,805)		—		—		(274,578)	2,580		(4,223)
Treasury shares sold to Employee Stock Purchase Plan	—	—		15		—		—		(3,153)	28		43

Stock-based compensation expense	—	—		1,921		—		—		—	—		1,921
September 30, 2025	28,070,427	$	281	$	145,100	$	816	$	(9,931)	—	$	—	$	136,266

June 30, 2024	27,888,217	$	279	$	145,580	$	33,941	$	(9,535)	579,422	$	(6,083)	$	164,182
Net loss	—	—		—		(9,223)		—		—	—		(9,223)
Other comprehensive income	—	—		—		—		436		—	—		436
Issuance of restricted stock	—	—		(4,109)		—		—		(360,460)	4,109		—
Treasury shares sold to Employee Stock Purchase Plan	—	—		(17)		—		—		(4,797)	63		46
Treasury shares purchased to satisfy tax withholding obligations	—	—		—		—		—		123,850	(1,235)		(1,235)
Stock-based compensation expense	—	—		2,311		—		—		—	—		2,311
September 30, 2024	27,888,217	$	279	$	143,765	$	24,718	$	(9,099)	338,015	$	(3,146)	$	156,517


	September 30, 2025		June 30, 2025		Change
	(In thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	37,912	$	29,764	$	8,148
Billings on uncompleted contracts in excess of costs and estimated earnings	(317,556)		(323,593)		6,037
Net contract liabilities	$	(279,644)	$	(293,829)	$	14,185


	Storage and Terminal Solutions		Utility and Power Infrastructure		Process and Industrial Facilities		Corporate		Total
	Three Months Ended September 30, 2025
Total revenue (1)	$	109,459	$	74,501	$	27,924	$	—	$	211,884
Cost of revenue	(102,962)		(67,717)		(26,495)		(528)		(197,702)
Gross profit (loss)	6,497		6,784		1,429		(528)		14,182
Selling, general and administrative expenses	5,548		2,977		1,307		6,502		16,334
Restructuring costs	1,759		640		729		220		3,348
Operating income (loss)	$	(810)	$	3,167	$	(607)	$	(7,250)	$	(5,500)
(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and Process and Industrial Facilities and were $0.6 million for the three months ended September 30, 2025.
Capital expenditures	$	871	$	851	$	81	$	208	$	2,011
Depreciation and amortization	$	533	$	92	$	217	$	1,619	$	2,461

	Storage and Terminal Solutions		Utility and Power Infrastructure		Process and Industrial Facilities		Corporate		Total
	Three Months Ended September 30, 2024
Total revenue (1)	$	78,239	$	55,912	$	31,428	$	—	$	165,579
Cost of revenue	(73,542)		(54,605)		(29,431)		(188)		(157,766)
Gross profit (loss)	4,697		1,307		1,997		(188)		7,813
Selling, general and administrative expenses	5,569		3,976		1,766		7,269		18,580
Operating income (loss)	$	(872)	$	(2,669)	$	231	$	(7,457)	$	(10,767)
(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and Process and Industrial Solutions and were $0.9 million for the three months ended September 30, 2024.
Capital expenditures	$	1,047	$	280	$	139	$	478	$	1,944
Depreciation and amortization	$	522	$	92	$	168	$	1,733	$	2,515



Total assets by segment

	September 30, 2025		June 30, 2025
Storage and Terminal Solutions	$	209,625	$	194,354
Utility and Power Infrastructure	114,261		98,582
Process and Industrial Facilities	32,156		39,490
Corporate	242,144		267,830
Total Segment Assets	$	598,186	$	600,256


	Three Months Ended
	September 30,				2025 v 2024
Dollars in thousands	2025		2024		Change		%
Revenue	$	211,884	$	165,579	$	46,305	28	%
Cost of revenue	197,702		157,766		39,936		25	%
Gross profit	14,182		7,813		6,369		82	%
Selling, general and administrative expenses	16,334		18,580		(2,246)		(12)	%
Restructuring costs	3,348		—		3,348		—	%
Operating loss	(5,500)		(10,767)		5,267		49	%
Other income (expense):
Interest expense	(127)		(89)		(38)		(43)	%
Interest income	1,802		1,572		230		15	%
Other	231		61		170		279	%
Loss before income tax expense	(3,594)		(9,223)		5,629		61	%
Provision for federal, state and foreign income taxes	69		—		69		—	%
Net loss	$	(3,663)	$	(9,223)	$	5,560	60	%


	Storage and Terminal Solutions			Utility and Power Infrastructure			Process and Industrial Facilities			Total
	(In thousands)
Backlog as of June 30, 2025	$	770,095		$	346,384		$	265,629		$	1,382,108
Project awards	136,077			34,744			16,934			187,755

Other adjustments (2)	—			(44,239)			(152,720)			(196,959)
Revenue recognized	(109,459)			(74,501)			(27,924)			(211,884)
Backlog as of September 30, 2025	$	796,713		$	262,388		$	101,919		$	1,161,020
Book-to-bill ratio(1)	1.2		x	0.5		x	0.6		x	0.9		x


Liquidity at June 30, 2025	$	284,456
Cash used by operating activities	(25,899)
Capital expenditures	(2,011)
Proceeds from asset sales	222
Decrease in availability under ABL Facility	(3,198)
Cash used by financing activities	(4,329)
Effect of exchange rate changes on cash	(317)
Liquidity at September 30, 2025	$	248,924


Liquidity at June 30, 2024	$	169,603
Cash provided by operating activities	11,918
Capital expenditures	(1,944)
Increase in availability under ABL Facility	2,654
Cash used by financing activities	(1,189)
Effect of exchange rate changes on cash	210
Liquidity at September 30, 2024	$	181,252


	Three Months Ended
	September 30,
	2025		2024

Cash flows provided (used) by operating activities	$	(25,899)	$	11,918
Cash flows used in investing activities	(1,789)		(1,944)
Cash flows used in financing activities	(4,329)		(1,189)
Effect of exchange rate changes on cash	(317)		210
Change in cash and cash equivalents	(32,334)		8,995
Cash and cash equivalents at beginning of period	249,641		140,615
Cash and cash equivalents at end of period	$	217,307	$	149,610


	September 30, 2025		June 30, 2025
Total cash, cash equivalents and restricted cash	$	217,307	$	249,641
Less: Restricted cash	25,000		25,000
Unrestricted cash	192,307		224,641
Availability under ABL Facility	56,617		59,815
Total Liquidity	$	248,924	$	284,456

SEC Form 10-Q filed by Matrix Service Company