What changed in MATRIX SERVICE CO's 2024 10-K compared to 2023?

Across the narrative sections we track, MATRIX SERVICE CO (MTRX) added 196 paragraphs, removed 250, and edited 142 between the 2023 and 2024 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+95/−156), Item 1. Business (+47/−43), Item 1A. Risk Factors (+43/−38).

Did MATRIX SERVICE CO add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 43 new/edited paragraphs and 38 removed paragraphs versus the 2023 10-K.

What changed in MATRIX SERVICE CO's MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 95 new/edited paragraphs and 156 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this MTRX 10-K diff come from?

The source filings are MATRIX SERVICE CO's official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in MATRIX SERVICE CO's 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of MATRIX SERVICE CO's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+196 added−250 removedSource: 10-K (2024-09-10) vs 10-K (2023-09-12)

Top changes in MATRIX SERVICE CO's 2024 10-K

196 paragraphs added · 250 removed · 142 edited across 7 sections

Item 7. Management's Discussion & Analysis+95 / −156 · 63 edited
Item 1. Business+47 / −43 · 35 edited
Item 1A. Risk Factors+43 / −38 · 33 edited
Item 5. Market for Registrant's Common Equity+5 / −5 · 5 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+3 / −5 · 3 edited

Item 1. Business

Business — how the company describes what it does

35 edited+12 added−8 removed35 unchanged

2023 filing

2024 filing

Biggest changeWe also hold a perpetual license to use various patents and technologies related to LNG storage tanks, liquid nitrogen/liquid oxygen storage tanks, liquid petroleum gas storage tanks and thermal vacuum chambers. 6 Table of Contents While our intellectual property is not our main business, we believe that the ability to use these patents, trademarks, and technology enables us to expand our presence in the markets we serve and minimizes the development costs typically associated with organic growth.

Biggest changeWhile our intellectual property is not our main business, we believe that the ability to use these patents, trademarks, and technology enables us to expand our presence in the markets we serve and minimizes the development costs typically associated with organic growth. Regulation Health and Safety Regulations Our operations are subject to regulation by the U.S.

While not our primary means of communication, investors can also learn more about us by visiting our social media channels. We encourage investors, the media, and others interested in us to review the information posted on our Facebook site ( facebook.com/matrixservicecompany ), our LinkedIn account ( linkedin.com/company/matrix-service-company ) and our Twitter account ( twitter.com/matrixserviceco ).

Investors, the media or other interested parties can subscribe to the Twitter feed at the address listed above. The information contained in our social media accounts is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC.

Investors, the media or other interested parties can subscribe to the X feed at the address listed above. The information contained in our social media accounts is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC.

Also includes 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.

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. 3 Table of Contents • Utility and Power Infrastructure : primarily consists of engineering, procurement, fabrication, and construction services to support growing demand for LNG utility peak shaving facilities.

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.

The differing types, sizes, and durations of our contracts, combined with their geographic diversity and stages of completion, often results in fluctuations in our operating results. Our overhead cost structure is generally fixed.

Accordingly, we are committed to ensuring compliance with all applicable laws and regulations, and to maintaining the highest standards of ethical conduct in accordance with our code of conduct. Health and Safety Ensuring the safety of our employees and those around us is integral to who we are, and paramount to our success and sustainability.

Accordingly, we are committed to ensuring 5 Table of Contents compliance with all applicable laws and regulations, and to maintaining the highest standards of ethical conduct in accordance with our code of conduct. Health and Safety Ensuring the safety of our employees and those around us is integral to who we are, and paramount to our success and sustainability.

We also perform traditional electrical work for public and private utilities, including construction of new substations, upgrades of existing substations, transmission and distribution line installations, and upgrades and maintenance including live wire work. Work may also include emergency and storm restoration services.

We also perform traditional electrical work for public and private utilities, including construction of new substations, upgrades of existing substations, transmission and distribution line installations, and upgrades and maintenance including live wire work. Work may 3 Table of Contents also include emergency and storm restoration services.

REPORTABLE SEGMENTS 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.

REPORTABLE SEGMENTS 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 liquefied natural gas ("LNG"), natural gas liquids ("NGLs"), hydrogen, ammonia, propane, butane, liquid nitrogen/liquid oxygen, and liquid petroleum.

Our people are our greatest resource, which makes our certification in fiscal 2023 as a Great Place To Work® — for the seventh consecutive year — both a point of pride and an invaluable tool for continuous improvement supporting our objective of remaining an employer of choice.

Our people are our greatest resource, which makes our certification in fiscal 2024 as a Great Place To Work® — for the eighth consecutive year — both a point of pride and an invaluable tool for continuous improvement supporting our objective of remaining an employer of choice.

The percentage of our employees represented by trade unions as of June 30, 2023, was approximately 35%. Operating under collective bargaining agreements with various unions, our union employees are provided with benefits including health and welfare, pension, training programs and competitive compensation plans.

The percentage of our employees represented by trade unions as of June 30, 2024, was approximately 23%. Operating under collective bargaining agreements with various unions, our union employees are provided with benefits including health and welfare, pension, training programs and competitive compensation plans.

Given the nature of our work, the size of our employee population can vary significantly throughout the year because of the number, type, and size of projects we have in progress at any particular time. As of June 30, 2023, we had 2,545 employees worldwide.

The percentage of minorities in management (U.S. only) for field and office represented 9.8% and 18.6%, respectively. Recognizing our commitment to Diversity, Equity and Inclusion (DEI) begins at the top. In fiscal 2023, 43% of our Independent Board Members were diverse, with 29% female and 14% ethnically diverse.

The percentage of minorities in management (U.S. only) for field and office represented 9.3% and 18.5%, respectively. Recognizing our commitment to Diversity, Equity and Inclusion (DEI) begins at the top. In fiscal 2024, 43% of our Independent Board Members were diverse, with 29% female and 14% ethnically diverse.

Regulation Health and Safety Regulations Our operations are subject to regulation by the U.S. Department of Labor Occupational Safety and Health Administration (“OSHA”) and Mine Safety and Health Administration (“MSHA”), the U.S. Department of Transportation, and to regulation under state laws and by the Canadian Workers’ Compensation Board and its Workplace Health, Safety and Compensation Commission.

Department of Labor Occupational Safety and Health Administration (“OSHA”) and Mine Safety and Health Administration (“MSHA”), the U.S. Department of Transportation, and to regulation under state laws and by the Canadian Workers’ Compensation Board and its Workplace Health, Safety and Compensation Commission.

Across the ideals of environmental stewardship, social responsibility, governance, diversity, equity and inclusiveness, we are committed to ensuring our business strategies, policies, and practices align with such ideals so we can have the greatest impact globally and in our own local communities.

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. BACKGROUND We began operations in 1984 as an Oklahoma corporation under the name of Matrix Service. In 1989, we incorporated in the State of Delaware under the name of Matrix Service Company.

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. 2 Table of Contents BACKGROUND We began operations in 1984 as an Oklahoma corporation under the name of Matrix Service.

Our SwingMaster® trademark is used to market our central type swing joints. The patent for the Training Tank for Personnel Entry, Exit and Rescue relates to a training device that can be used to train personnel on equipment that is made to simulate confined space scenarios.

The patent for the Training Tank for Personnel Entry, Exit and Rescue relates to a training device that can be used to train personnel on equipment that is made to simulate confined space scenarios.

We also continued year-round learning opportunities on unconscious bias and other DEI-specific topics and enhanced our DEI education offering available to all employees through Matrix University, our internal training and development program.

In fiscal 2024, we continued to advance and strengthen our culture by continuing year-round learning opportunities on unconscious bias and other DEI-specific topics through our DEI education offering available to all employees through Matrix University, our internal training and development program.

Of those employees, 621 were employed in office-based positions and 1,924 were employed in field or craft positions. The breakdown by country was: 2,353 located in the United States, 159 in Canada, and 33 across other international locations. At the end of fiscal 2023, worldwide, women in management represented 1.5% and 17.6% of our field and office teams, respectively.

Of those employees, 638 were employed in office-based positions and 1,426 were employed in field or craft positions. The breakdown by country was: 1,846 located in the United States, 182 in Canada, and 36 across other international locations. At the end of fiscal 2024, worldwide, women in management represented 2.9% and 19.3% of our field and office teams, respectively.

Our TRIR was 0.73, 0.51, and 0.28 during fiscal years 2023, 2022, and 2021, respectively. 5 Table of Contents Diversity, Equity, and Inclusion (DEI) Foundational to attracting, developing, and retaining a diverse, engaged workforce is our commitment to making sure our employees feel safe, know they are valued, know that their work matters, and are provided opportunities to achieve their maximum potential.

Diversity, Equity, and Inclusion (DEI) Foundational to attracting, developing, and retaining a diverse, engaged workforce is our commitment to making sure our employees feel safe, know they are valued, know that their work matters, and are provided opportunities to achieve their maximum potential.

Also includes engineering, procurement, fabrication, and construction for refinery upgrades and retrofits for renewable fuels. We also construct thermal vacuum test chambers for aerospace and defense industries and other infrastructure for industries including petrochemical, sulfur, mining and minerals primarily in the extraction of non-ferrous metals, cement, agriculture, wastewater treatment facilities and other industrial customers.

We also construct thermal vacuum test chambers for aerospace and defense industries and other infrastructure for industries including petrochemical, sulfur, mining and minerals primarily in the extraction of non-ferrous metals, cement, agriculture, wastewater treatment facilities and other industrial customers. OTHER BUSINESS MATTERS Customers and Marketing We provided services to approximately 270 customers in fiscal 2024.

We believe we have an obligation to better the world in which we live and work – to do today’s work in a manner that advances and protects tomorrow’s world for future generations.

We believe we have an obligation to better the world in which we live and work – to do today’s work in a manner that advances and protects tomorrow’s world for future generations. We are committed to fulfilling our purpose today by safely engineering, constructing, and maintaining essential infrastructure that provides a better, brighter future for tomorrow.

We have not experienced any strikes or work stoppages in recent years and are proud that our relationships with our employees and labor unions are strong. Business Ethics and Core Values Our employees are entrusted with engineering, constructing, and maintaining the complex, critical infrastructure that supports modern daily living and quality of life.

We have not experienced any strikes or work stoppages in recent years and are proud that our relationships with our employees and labor unions are strong. Business Ethics and Core Values Core Values - Our success relies on the skills, experience and dedication of our employees.

We have been proactive with managing our procurement processes to help reduce the impacts of rising materials prices on our business and to help ensure we 4 Table of Contents continue to have the materials we need available. Rising prices and the potential for materials shortages have created additional risk in bidding and executing work profitably.

Global trade relationships and other general market and political conditions could also impact production, delivery or pricing of such equipment or materials (e.g., inflation, interest rates, recessionary economic conditions.) We have been proactive with managing our procurement processes to help reduce the impacts of these factors on our business and to help ensure we continue to have the equipment and materials we need available. 4 Table of Contents Rising prices and the potential for equipment and materials shortages have created additional risk in bidding and executing work profitably.

Material Sources and Availability Beginning in fiscal 2022, increased demand for certain materials and disruptions to global supply chains have led to higher prices for some of the materials we need to run our business, including, but not limited to, structural steel, steel piping, rebar, valves, copper, electrical components, fabricated products and equipment, and delivery freight.

Material Sources and Availability We depend on the availability of certain equipment and materials for our projects, including, but not limited to, structural steel, steel piping, rebar, valves, copper, electrical components, fabricated products and equipment, and delivery freight.

Through Matrix University, our people have access to resources that include a robust Learning Management System (LMS) that provides enterprise-wide access for employees to a number of online learning modules and support tools. 6 Table of Contents Our employees also benefit from the Matrix Performance Development Program, designed for collaborative development of annual performance goals and to promote continuous, transparent feedback between employees and their supervisors.

This metric is also used by others in our industry, which allows for a more objective comparison of our performance.

This metric is also used by others in our industry, which allows for a more objective comparison of our performance. Our TRIR was 0.91, 0.73, and 0.51 during fiscal years 2024, 2023, and 2022, respectively.

No other customers individually accounted for more than 10% of our consolidated revenue in fiscal 2023. See Part II, Item 8. Financial Statement and Supplementary Data, Note 13 - Segment Information, for more information about concentration of revenue by segment.

Another customer accounted for $75.2 million or 10.3% of our consolidated revenue in fiscal 2024, which was primarily included in the Process and Industrial Facilities segment. See Part II, Item 8. Financial Statement and Supplementary Data, Note 13 - Segment Information, for more information about concentration of revenue by segment.

We believe when we value each other’s differences and encourage everyone’s voice to be heard, we can break down the barriers that stifle ideas and opportunities. In fiscal 2023, we continued to advance and strengthen our culture. We launched our first Employee Resource Groups (ERGs), creating employee-led pathways for inclusion.

We believe when we value each other’s differences and encourage everyone’s voice to be heard, we can break down the barriers that stifle ideas and opportunities.

Our principal executive offices are located at 15 E. 5th Street, Suite 1100, Tulsa, Oklahoma 74103. Our telephone number is (918) 838-8822. Unless the context otherwise requires, all references herein to “Matrix Service Company”, “Matrix”, the “Company” or to “we”, “our”, and “us” are to Matrix Service Company and its subsidiaries.

Unless the context otherwise requires, all references herein to “Matrix Service Company”, “Matrix”, the “Company” or to “we”, “our”, and “us” are to Matrix Service Company and its subsidiaries.

Patents and Proprietary Technology Our subsidiaries have several patents and continue to pursue new ideas and innovations to better serve our customers in several areas of our business. The Flex-A-Span® and Flex-A-Seal® trademarks are utilized to market our unique seals for floating roof tanks. The Flowdome® trademark is used to market our geodesic dome tank roofs.

The Flex-A-Span® and Flex-A-Seal® trademarks are utilized to market our unique seals for floating roof tanks. The Flowdome® trademark is used to market our geodesic dome tank roofs. Our SwingMaster® trademark is used to market our central type swing joints.

In order to limit costs incurred as a result of environmental exposure, we maintain contractor’s pollution liability insurance that covers liability that may be incurred as a result of accidental releases of hazardous materials. We believe that we are currently in compliance, in all material aspects, with all applicable environmental laws and regulations.

In order to limit costs incurred as a result of environmental exposure, we maintain contractor’s pollution liability insurance that covers liability that may be incurred as a result of accidental releases of hazardous materials. 7 Table of Contents We do not currently foresee any significant future capital spending relating to environmental matters.

OTHER BUSINESS MATTERS Customers and Marketing We provided services to approximately 400 customers in fiscal 2023. Most of our revenue comes from long-term customer relationships. One customer accounted for $84.8 million or 10.7% of our consolidated revenue in fiscal 2023, which was primarily included in the Process and Industrial Facilities segment.

Most of our revenue comes from long-term customer relationships. One customer accounted for $76.6 million or 10.5% of our consolidated revenue in fiscal 2024, which was primarily included in the Storage and Terminal Solutions segment.

Each year, our employees collectively log thousands of hours participating in individual community service projects in addition to hours they invest serving on boards and participating in Company-sponsored charitable events. We also provide direct corporate financial support to nonprofit organizations in the communities where we live and work.

Employee Engagement We also empower our employees to donate time, talent, and resources through Company-led initiatives, matching for employee charitable contributions, and paid volunteer time off. Each year, our employees collectively log thousands of hours participating in individual community service projects in addition to hours they invest serving on boards and participating in Company-sponsored charitable events.

We provide engineering, fabrication, construction, and maintenance services to support critical energy infrastructure and industrial markets. We maintain regional offices throughout the United States, Canada and other international locations, and operate through separate union and merit subsidiaries. We operate in all 50 states, in four Canadian provinces and in other international locations.

We maintain regional offices throughout the United States, Canada and other international locations, and operate through separate union and non-union subsidiaries. We operate in all 50 states, in four Canadian provinces and in other international locations. Our principal executive offices are located at 15 E. 5th Street, Suite 1100, Tulsa, Oklahoma 74103. Our telephone number is (918) 838-8822.

Removed

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, obtain letters of credit, 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, power, oil, petrochemical, agricultural and mining industries in particular; • the impact of 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; and • expansion and other trends of the industries we serve.

Added

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 Part I, Item 1A, Risk Factors.

Removed

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.

Added

Consequently, all of the forward-looking statements made in this Annual Report 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.

Removed

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: • the risk factors discussed in Item 1A of this Annual Report and listed from time to time in our filings with the Securities and Exchange Commission ("SEC"); • economic, market or business conditions in general and in the natural gas, power, oil, petrochemical, agricultural and mining 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. 2 Table of Contents Consequently, all of the forward-looking statements made in this Annual Report 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.

Added

In 1989, we incorporated in the State of Delaware under the name of Matrix Service Company, and in 1990 we began trading on the NASDAQ exchange. We provide engineering, fabrication, construction, and maintenance services to support critical energy infrastructure and industrial markets.

Removed

We are committed to fulfilling our purpose today by safely engineering, constructing, and maintaining essential infrastructure that provides a better, brighter future for tomorrow. WEBSITE ACCESS TO REPORTS Our public website is matrixservicecompany.com .

Added

We also perform engineering, procurement, fabrication, and construction for refinery upgrades and retrofits for renewable fuels, including hydrogen processing, production, loading and distribution facilities.

Removed

We strengthened our accountability by increasing the diversity of our independent Board Members based on gender and ethnicity; establishing our ERG Executive Sponsor Program; advancing development of an employee survey designed to measure effectiveness of our DEI efforts and setting the framework for data analysis to identify opportunities for improvement.

Added

A number of factors that we may not be able to predict or control could result in increased costs for, or delays in delivery of, this equipment or materials, including supply chain or other logistical challenges.

Removed

We also continued our participation in CEO Action for Diversity & Inclusion and participated in a variety of community events including Advancing Oklahoma, a state-wide conversation on race, where our leadership served on the committee that developed comprehensive programming to engage participants in discussions about race and history, the criminal justice system, everyday conversations, education, business, image and attitudes, advocacy, and the future.

Added

We are committed to cultivating an inclusive and dynamic work environment where people can find opportunities to succeed, grow and contribute to the success of the company. Our employees work each day to provide safe and reliable services to a wide range of customers in the states where we operate.

Removed

Our employees also benefit from the Matrix Performance Development Program, designed for collaborative development of annual performance goals and to promote continuous, transparent feedback between employees and their supervisors. Employee Engagement We also empower our employees to donate time, talent, and resources through Company-led initiatives, matching for employee charitable contributions, and paid volunteer time off.

Added

Our core values, listed below, guide our employee behaviors and the ways in which we conduct our business and operations. • Commitment to Safety • Integrity • Positive Relationships • Stewardship • Community Involvement • Deliver the Best Our employees are entrusted with engineering, constructing, and maintaining the complex, critical infrastructure that supports modern daily living and quality of life.

Removed

We do not expect any material charges in subsequent periods relating to environmental conditions that currently exist and do not currently foresee any significant future capital spending relating to environmental matters. 7 Table of Contents

Added

Our Employee Resource Groups (ERGs), also advanced understanding by sharing stories and educational information in their regular ERG meetings and across our internal communication channels, and advocated for changes to help ensure our policies are inclusive.

Added

Among the highlights were: • A panel discussion sponsored by our Women In Search of Excellence (WISE) ERG, in which employees from across Matrix and a major client explored ways to address unconscious bias and promote DEI in what has historically been a male-dominated industry. • A six-part video series sponsored by our Foundation of Pride ERG which focused on terms and definitions specific to the LGBTQIA+ community, designed to promote more respectful dialogue and foster a more inclusive work environment. • Research by our Working Parents ERG related to parental leave policies.

Added

Our ERGs have also begun to analyze data available through our participation in the Great Place To Work ® survey to identify areas for improvement specific to DEI. We also continued as a member of CEO Action for Diversity & Inclusion and participated in a variety of community events focused on DEI.

Added

We also provide direct corporate financial support to nonprofit organizations in the communities where we live and work. Patents and Proprietary Technology Our subsidiaries have several patents and continue to pursue new ideas and innovations to better serve our customers in several areas of our business.

Added

We also hold a perpetual license to use various patents and technologies related to LNG storage tanks, liquid nitrogen/liquid oxygen storage tanks, liquid petroleum gas storage tanks and thermal vacuum chambers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

33 edited+10 added−5 removed105 unchanged

2023 filing

2024 filing

Biggest changeSupplies of these materials are available throughout the United States and globally from numerous sources. We anticipate that adequate amounts of these materials will be available in the foreseeable future. However, if trade tariffs should significantly impact the price and availability of these materials, we could experience lower gross margins, operational inefficiencies and project delays.

Biggest changeDomestic 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. Supplies of these materials are available throughout the United States and globally from numerous sources. We anticipate that adequate amounts of these materials will be available in the foreseeable future.

Management believes it has sufficient cash on hand and will generate sufficient cash from operations to fund the business. However, should we require additional liquidity, there is risk that we will be unable access the amount of additional liquidity needed from our Credit Agreement if the level of assets included in the borrowing base is insufficient.

Management believes it has sufficient cash on hand and will generate sufficient cash from operations to fund the business. However, should we require additional liquidity, there is risk that we will be unable to access the amount of additional liquidity needed from our Credit Agreement if the level of assets included in the borrowing base is insufficient.

There are numerous factors beyond our control that influence the level of maintenance and capital expenditures of our customers, including: • the demand for alternative and renewable energy products, including hydrogen; • ability and demand to export LNG and other hydrocarbon products; • the demand for natural gas, oil and electricity; • current or projected commodity prices, including natural gas, oil, power and mineral prices; • refining margins; • the ability of energy and industrial companies to generate, access and deploy capital; • interest rates; • technological challenges and advances; • tax incentives, including those for alternative energy projects; • regulatory restraints on the rates that power companies may charge their customers; and 8 Table of Contents • local, national and international political and economic conditions.

There are numerous factors beyond our control that influence the level of maintenance and capital expenditures of our customers, including: • the demand for alternative and renewable energy products, including hydrogen; • ability and demand to export LNG and other hydrocarbon products; • the demand for natural gas, oil and electricity; • current or projected commodity prices, including natural gas, oil, power and mineral prices; • refining margins; • the ability of energy and industrial companies to generate, access and deploy capital; • interest rates and inflation; • technological challenges and advances; • tax incentives, including those for alternative energy projects; 8 Table of Contents • regulatory restraints on the rates that power companies may charge their customers; and • local, national and international political and economic conditions.

A small portion of our operations are conducted outside the United States, and accordingly, our business is subject to risks associated with doing business internationally, including changes in foreign currency exchange rates, instability in political or economic conditions, difficulty in repatriating cash proceeds, differing employee relations, differing regulatory environments, 16 Table of Contents trade protection measures, and difficulty in administering and enforcing corporate policies which may be different than the normal business practices of local cultures.

A small portion of our operations are conducted outside the United States, and accordingly, our business is subject to risks associated with doing business internationally, including changes in foreign currency exchange rates, instability in political or economic conditions, difficulty in repatriating cash proceeds, differing employee relations, differing regulatory environments, trade protection measures, and difficulty in administering and enforcing corporate policies which may be different than the normal business practices of local cultures. 16 Table of Contents Item 1B.

If we experience delays and/or defaults in customer payments, we could suffer liquidity problems or we could be unable to recover amounts owed to us. Under the terms of our contracts, at times we commit resources to customer projects prior to receiving payments from customers in amounts sufficient to cover expenditures on these projects as they are incurred.

If we experience delays and/or defaults in customer payments, we could suffer liquidity problems or we could be unable to recover amounts owed to us. 11 Table of Contents Under the terms of our contracts, at times we commit resources to customer projects prior to receiving payments from customers in amounts sufficient to cover expenditures on these projects as they are incurred.

Many of our fixed-price or cost- 11 Table of Contents plus contracts require us to satisfy specified progress milestones or performance standards in order to receive a payment. Under these types of arrangements, we may incur significant costs for labor, equipment and supplies prior to receipt of payment.

Many of our fixed-price or cost-plus contracts require us to satisfy specified progress milestones or performance standards in order to receive a payment. Under these types of arrangements, we may incur significant costs for labor, equipment and supplies prior to receipt of payment.

Financial Risks Our borrowing capacity under our Credit Agreement is determined by the size of our borrowing base and if the size of our borrowing base does not provide adequate liquidity, then we may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our strategic plan.

Financial Risks Our borrowing capacity under our Credit Agreement is determined by the size of our borrowing base and if the size of our borrowing base combined with our unrestricted cash does not provide adequate liquidity, then we may need to raise additional capital in the future for working capital letters of credit, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our strategic plan.

Risk Factors Related to Our Business and Operations Our results of operations depend upon the award of new contracts and the timing of those awards. Our revenue is derived primarily from contracts awarded on a project-by-project basis.

Risk Factors Related to Our Business and Operations Our results of operations depend upon the award of new contracts, the timing of those awards, and the progress of work for those contracts. Our revenue is derived primarily from contracts awarded on a project-by-project basis.

As of June 30, 2023, we had $3.1 million of amortizing intangible assets and $29.1 million of non-amortizing goodwill representing 0.8% and 7.3% of our total assets, respectively. 14 Table of Contents Legal, Insurance, Regulatory and Compliance Risks We are involved, and are likely to continue to be involved in legal proceedings, which will increase our costs and, if adversely determined, could have a material effect on our financial condition, results of operations, cash flows and liquidity.

As of June 30, 2024, we had $1.7 million of amortizing intangible assets and $29.0 million of non-amortizing goodwill representing 0.4% and 6.4% of our total assets, respectively. 14 Table of Contents Legal, Insurance, Regulatory and Compliance Risks We are involved, and are likely to continue to be involved in legal proceedings, which will increase our costs and, if adversely determined, could have a material effect on our financial condition, results of operations, cash flows and liquidity.

Because our revenue is derived from contract awards, our results of operations and cash flows can fluctuate materially from period to period. The uncertainty associated with the timing of contract awards may reduce our short-term profitability as we balance our current capacity with expectations of future contract awards.

Because our revenue is derived from contract awards, our results of operations and cash flows can fluctuate materially from period to period. The uncertainty associated with the timing of contract awards, and the commencement and progress of work for those awards, may reduce our short-term profitability as we balance our current capacity with expectations of future contract awards.

No restatements are made to prior periods. Further, many of our contracts contain various cost and performance incentives and penalties that impact the earnings we realize from our contracts, and adjustments related to these incentives and penalties are recorded on a percentage of completion basis in the period when estimable and probable.

Further, many of our contracts contain various cost and performance incentives and penalties that impact the earnings we realize from our contracts, and adjustments related to these incentives and penalties are recorded on a percentage of completion basis in the period when estimable and probable.

The borrowing base includes restricted cash plus a percentage of the value of certain accounts receivable, inventory and equipment, reduced for certain reserves. Accounts receivable eligible to be included in the borrowing base are generally limited to receivables associated with cost reimbursable work.

Under percentage-of-completion accounting, contract revenue and earnings are recognized ratably over the contract term based on the proportion of actual costs incurred to total estimated costs. We review our estimates of contract revenue, costs and profitability on a monthly basis.

Revenue for fixed-price contracts is recognized using the percentage-of-completion method of accounting. Under percentage-of-completion accounting, contract revenue and earnings are recognized ratably over the contract term based on the proportion of actual costs incurred to total estimated costs. We review our estimates of contract revenue, costs and profitability on a monthly basis.

While receivables associated with fixed price work do not increase the borrowing base, such work often has upfront billings, which help support the liquidity needs of the business. As of June 30, 2023, our borrowing base was $67.0 million. Our borrowing base has ranged from $67.0 million to $83.2 million during fiscal 2023.

While receivables associated with fixed price work do not increase the borrowing base, such work often has upfront billings, which help support the liquidity needs of the business. As of June 30, 2024, our borrowing base was $60.9 million. Our borrowing base has ranged from $60.9 million to $74.6 million during fiscal 2024.

Any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense as well as disrupt the management of our business operations. We rely on various software systems to conduct our critical operating and administrative functions. We depend on our software vendors to provide long-term software maintenance support for our information systems.

Any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense as well as disrupt the management of our business operations. 12 Table of Contents We rely on various software systems to conduct our critical operating and administrative functions.

Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, harm our reputation, damage our relationships with customers, reduce our revenue and profits and subject us to criminal and civil enforcement actions. 15 Table of Contents Environmental factors and changes in laws and regulations could increase our costs and liabilities.

The frequency and severity of severe weather conditions may be enhanced by present and future changes to our climate. Our business has been affected by inflation, supply chain disruptions and shortages of materials and labor. We may experience increases in construction costs, including increases in the costs of materials and labor due to inflation or supply chain challenges.

Environmental laws and regulations generally impose limitations and standards for regulated materials and require us to obtain permits and comply with various other requirements.

Our projects often involve highly regulated materials, including hazardous wastes. Environmental laws and regulations generally impose limitations and standards for regulated materials and require us to obtain permits and comply with various other requirements.

Generally, it is difficult to predict whether and when we will be awarded a new contract due to lengthy and complex bidding and selection processes, changes in existing or forecasted market conditions, customers' access to financing, governmental regulations, permitting and environmental matters.

If we were to experience an interruption or reduction in the availability of bonding capacity as a result of these or other reasons, we may be unable to compete for or work on certain projects that require bonding. Accounting Risks Our use of percentage-of-completion accounting for fixed-price contracts could result in a reduction or elimination of previously reported profits.

Our operations are subject to environmental laws and regulations, including those concerning emissions into the air; discharges into waterways; generation, storage, handling, treatment and disposal of hazardous material and wastes; and health and safety. Our projects often involve highly regulated materials, including hazardous wastes.

Environmental factors and changes in laws and regulations could increase our costs and liabilities. 15 Table of Contents Our operations are subject to environmental laws and regulations, including those concerning emissions into the air; discharges into waterways; generation, storage, handling, treatment and disposal of hazardous material and wastes; and health and safety.

With our proactive approach, our strategy is to identify the exposures and correct them before they result in an incident whether that involves an injury, damage or destruction of property, plant and equipment or an environmental impact. We are intensely focused on maintaining a strong safety culture and strive for zero incidents.

We understand that everyone plays a role with safety and everyone can make a difference with their active participation. With our proactive approach, our strategy is to identify the exposures and correct them before they result in an incident whether that involves an injury, damage or destruction of property, plant and equipment or an environmental impact.

If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made to accrue the total loss anticipated in the period the loss is determined. Contract profit estimates are also adjusted, on a percentage of completion basis, in the fiscal period in which it is determined that an adjustment is required.

Contract profit estimates are also adjusted, on a percentage of completion basis, in the fiscal period in which it is determined that an adjustment is required. No restatements are made to prior periods.

With each location, hazards are part of the day-to-day exposures that we must manage on a continuous basis to ensure our employees return home from work the same way they arrived. We understand that everyone plays a role with safety and everyone can make a difference with their active participation.

Our projects are conducted at a variety of sites including construction sites and industrial facilities. With each location, hazards are part of the day-to-day exposures that we must manage on a continuous basis to ensure our employees return home from work the same way they arrived.

Domestic and foreign trade tariffs could raise the price and reduce the availability of raw materials to us, which could negatively impact our operating results and financial condition. 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.

These factors could materially and adversely affect the demand for our services. Domestic and foreign trade tariffs could raise the price and reduce the availability of raw materials to us, which could negatively impact our operating results and financial condition.

Although we have taken what we believe are appropriate precautions to adequately train and equip our employees, we have experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future. Serious accidents may subject us to penalties, civil litigation or criminal prosecution.

We are intensely focused on maintaining a strong safety culture and strive for zero incidents. Although we have taken what we believe are appropriate precautions to adequately train and equip our employees, we have experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future.

Our insurance coverage may not be adequate to cover all the costs related to cyber-attacks or disruptions resulting from such events.

However, future threats could cause harm to our business and our reputation, as well as negatively impact our results of operations materially. Our insurance coverage may not be adequate to cover all the costs related to cyber-attacks or disruptions resulting from such events.

These difficult conditions may also cause us to incur additional, unanticipated costs that we might not be able to pass on to our customers. 10 Table of Contents We are susceptible to severe weather conditions, including those caused by climate change or otherwise, which may harm our business and financial results.

We are susceptible to severe weather conditions, including those caused by climate change or otherwise, which may harm our business and financial results. 10 Table of Contents Our business may be adversely affected by severe weather in areas where we have significant operations.

Claims for damages to persons, including claims for bodily injury or loss of life, could result in costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows. Poor safety performance could also jeopardize our relationships with our customers and increase our insurance premiums. We are exposed to credit risk from customers.

Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows.

In addition, in the area of security awareness and training, we have updated our foundational curriculum, established mandatory recurring training requirements, and commenced periodic phishing campaign assessments. 12 Table of Contents We rely on internally and externally developed software applications and systems to support critical functions including project management, estimating, scheduling, human resources, accounting, and financial reporting.

We rely on internally and externally developed software applications and systems to support critical functions including project management, estimating, scheduling, human resources, accounting, and financial reporting.

Such prior events have not had a material impact on our financial condition, results of operations or liquidity. However, future threats could cause harm to our business and our reputation, as well as negatively impact our results of operations materially.

We have experienced cybersecurity threats to our information technology infrastructure and have experienced cyber-attacks, attempts to breach our systems and other similar incidents. Such prior events have not had a material impact on our financial condition, results of operations or liquidity.

Third-party systems on which we rely could also suffer system failure. Any of these occurrences could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our financial results. We have experienced cybersecurity threats to our information technology infrastructure and have experienced cyber-attacks, attempts to breach our systems and other similar incidents.

Deepfake technology can be used to undermine organizations, spread false claims, misinform investors, and impact financial markets. Any of these occurrences could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our financial results.

Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover. Our projects are conducted at a variety of sites including construction sites and industrial facilities.

However, if trade tariffs should significantly impact the price and availability of these materials, we could experience lower gross margins, operational inefficiencies and project delays. Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.

Removed

Our business may be adversely affected by severe weather in areas where we have significant operations.

Added

These difficult conditions may also cause us to incur additional, unanticipated costs that we might not be able to pass on to our customers.

Removed

Following the onset of the pandemic and with the ongoing conflict between Ukraine and Russia in Europe, there has been a high degree of volatility in commodity and energy markets that affect our client's businesses. In addition, inflation in the United States has reached multi-decade highs.

Added

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, and also by contract provisions that mitigate our exposure to fluctuations in material costs.

Removed

In some cases we have had to bid more competitively than before to win work, which has compressed margins somewhat given the higher inflation. It is uncertain how this market environment will impact our business, both positively or negatively.

Added

However, we may be unable to pass through some or all of these increases in costs to our customers which may materially affect our results of operations.

Removed

To reduce organizational risk from cybersecurity threats, we carry cyber liability insurance and have undertaken several initiatives in recent years. We strengthened our identity and access management capabilities by requiring multi-factor authentication, increased the threat detection efficiencies within our security information and event management capacity, and completed projects designed to reduce our organization's external attack surface.

Added

Additionally, our clients' interest in approving new projects, budgets for capital expenditures and need for our services have in the past been, and may in the future be, adversely affected by, among other things, poor economic conditions, including inflation, slow growth or recession, changes to governments' fiscal or monetary policy and higher interest rates.

Removed

Accounting Risks Our use of percentage-of-completion accounting for fixed-price contracts and our reporting of profits for cost-plus contracts prior to contract completion could result in a reduction or elimination of previously reported profits. Revenue for fixed-price contracts is recognized using the percentage-of-completion method of accounting.

Added

Poor safety performance could also jeopardize our relationships with our customers and increase our insurance premiums. We are exposed to credit risk from customers.

Added

Third-party systems on which we rely could also suffer system failure. Additionally, as artificial intelligence ("AI") technologies become increasingly sophisticated, the security risks associated with their use and the potential for misuse also increase. Hackers and malicious actors can harness the power of AI to develop more advanced cyberattacks, bypass security measures, and exploit vulnerabilities in systems.

Added

We depend on our software vendors to provide long-term software maintenance support for our information systems.

Added

Additionally, we may use artificial intelligence in our business, and challenges with effectively managing associated processes, data, and models could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

Added

If the content, analyses, or recommendations that artificial intelligence applications assist in producing are, or are alleged to be, unstable, deficient, inaccurate, biased, or yield conclusions for which there is no actionable recourse for those affected by its decisions, our business, financial condition, and results of operations may be adversely affected.

Added

See "Revenue Recognition" within Note 1 - Basis of Presentation and Significant Accounting Policies, for more discussion on our percentage-of-completion revenue recognition. If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made to accrue the total loss anticipated in the period the loss is determined.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged

2023 filing

2024 filing

Biggest changeIn addition to the locations listed above, we have smaller regional locations and temporary office facilities at numerous customer locations throughout the United States and Canada. 17 Table of Contents

Biggest change(2) This facility is being replaced by our Bakersfield, California and Irvine, California locations. The Orange, California lease will be terminated in early FY2025. In addition to the locations listed above, we have smaller regional locations and temporary office facilities at numerous customer locations throughout the United States and Canada. 19 Table of Contents

Properties Our principal properties are as follows: Location Description of Facility Segment Interest United States: Tulsa, Oklahoma Corporate headquarters and regional office All segments Leased Bellingham, Washington Regional office, fabrication facility and warehouse Process and Industrial Facilities, Storage and Terminal Solutions Owned Broomall, Pennsylvania Regional office All segments Leased Catoosa, Oklahoma Fabrication facility, regional offices and warehouses All segments Leased & Owned (1) Columbus, Ohio Regional office All segments Leased Houston, Texas Regional offices and warehouse All segments Leased & Owned Norco, California Regional office and warehouse Process and Industrial Facilities, Storage and Terminal Solutions Leased Orange, California Regional office and fabrication and warehouse facility Process and Industrial Facilities, Storage and Terminal Solutions Leased Pittsburgh, Pennsylvania Regional office All segments Leased Somerset, New Jersey Regional office and warehouse Utility and Power Infrastructure, Process and Industrial Facilities Leased Temperance, Michigan Regional office and warehouse Storage and Terminal Solutions Owned Tucson, Arizona Regional office and warehouse Process and Industrial Facilities, Storage and Terminal Solutions Leased International: Leduc, Alberta, Canada Regional office and warehouse Storage and Terminal Solutions Leased Sarnia, Ontario, Canada Regional office and warehouse Storage and Terminal Solutions Owned Paju-si, Gyeonggi-do, South Korea Fabrication facility, regional office and warehouse Storage and Terminal Solutions Owned Sydney, New South Wales, Australia Regional office Storage and Terminal Solutions Leased (1) We constructed certain facilities on land acquired through ground leases with renewal options.

Properties Our principal properties are as follows: Location Description of Facility Segment Interest United States: Tulsa, Oklahoma Corporate headquarters and regional office All segments Leased Bakersfield, California Fabrication facility All segments Owned Bellingham, Washington Regional office, fabrication facility and warehouse Process and Industrial Facilities, Storage and Terminal Solutions Owned Broomall, Pennsylvania Regional office All segments Leased Catoosa, Oklahoma Fabrication facility, regional offices and warehouses All segments Leased & Owned (1) Columbus, Ohio Regional office All segments Leased Houston, Texas Regional offices and warehouse All segments Leased & Owned Irvine, California Regional office All segments Leased Norco, California Regional office and warehouse Process and Industrial Facilities, Storage and Terminal Solutions Leased Orange, California Regional office and fabrication and warehouse facility All segments Leased (2) Pittsburgh, Pennsylvania Regional office All segments Leased Somerset, New Jersey Regional office and warehouse Utility and Power Infrastructure, Process and Industrial Facilities Leased Temperance, Michigan Regional office and warehouse Storage and Terminal Solutions Owned Tucson, Arizona Regional office and warehouse Process and Industrial Facilities, Storage and Terminal Solutions Leased International: Leduc, Alberta, Canada Regional office and warehouse Storage and Terminal Solutions Leased Sarnia, Ontario, Canada Regional office and warehouse Storage and Terminal Solutions Owned Paju-si, Gyeonggi-do, South Korea Fabrication facility, regional office and warehouse Storage and Terminal Solutions Owned Sydney, New South Wales, Australia Regional office Storage and Terminal Solutions Leased (1) We constructed certain facilities on land acquired through ground leases with renewal options.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed2 unchanged

2023 filing

2024 filing

Biggest changeInformation concerning mine safety violations or other regulatory matters required to be disclosed in this annual report under Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report on Form 10-K. 18 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed5 unchanged

2023 filing

2024 filing

Biggest changeThe stock price performance reflected in the following graph is not necessarily indicative of future stock performance. 19 Table of Contents June 30, 2018 2019 2020 2021 2022 2023 Matrix Service Company $ 100.00 $ 110.41 $ 52.97 $ 57.22 $ 27.57 $ 32.10 NASDAQ Composite $ 100.00 $ 107.78 $ 136.82 $ 198.71 $ 152.16 $ 191.93 Dow Jones US Heavy Construction $ 100.00 $ 105.65 $ 91.74 $ 166.99 $ 177.36 $ 262.47

Biggest changeThe stock price performance reflected in the following graph is not necessarily indicative of future stock performance. 21 Table of Contents June 30, 2019 2020 2021 2022 2023 2024 Matrix Service Company $ 100.00 $ 47.98 $ 51.83 $ 24.98 $ 29.07 $ 49.01 NASDAQ Composite $ 100.00 $ 126.94 $ 184.36 $ 141.17 $ 178.08 $ 230.80 Dow Jones US Heavy Construction $ 100.00 $ 86.84 $ 158.06 $ 167.88 $ 248.43 $ 302.55

The program will continue unless and until it is modified or revoked by the Board of Directors. We made no repurchases under the program during fiscal 2023 and have no current plans to repurchase stock. As of June 30, 2023, there were 1,349,037 shares available for repurchase under the Stock Buyback Program.

The program will continue unless and until it is modified or revoked by the Board of Directors. We made no repurchases under the program during fiscal 2024 and have no current plans to repurchase stock. As of June 30, 2024, there were 1,349,037 shares available for repurchase under the Stock Buyback Program.

As of August 31, 2023, there were 19 holders of record of our common stock. Dividend Policy We have never paid cash dividends on our common stock and the terms of our Credit Agreement prohibit us from paying cash dividends (see Item 8. Financial Statements and Supplementary Data, Note 5 - Debt for more information about our Credit Agreement).

As of August 31, 2024, there were 18 holders of record of our common stock. Dividend Policy We have never paid cash dividends on our common stock and the terms of our Credit Agreement prohibit us from paying cash dividends (see Item 8. Financial Statements and Supplementary Data, Note 5 - Debt for more information about our Credit Agreement).

The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the NASDAQ Composite Index, and the Dow Jones U.S. Heavy Construction Index on June 30, 2018 and tracks their relative performance through June 30, 2023.

The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the NASDAQ Composite Index, and the Dow Jones U.S. Heavy Construction Index on June 30, 2019 and tracks their relative performance through June 30, 2024.

The following graph compares, for the period from June 30, 2018 to June 30, 2023, the cumulative stockholder return on our common stock with the cumulative total return of the NASDAQ Composite Index and the Dow Jones U.S. Heavy Construction Index.

The following graph compares, for the period from June 30, 2019 to June 30, 2024, the cumulative stockholder return on our common stock with the cumulative total return of the NASDAQ Composite Index and the Dow Jones U.S. Heavy Construction Index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

63 edited+32 added−93 removed34 unchanged

2023 filing

2024 filing

Biggest changeABL Credit Facility On September 9, 2021, the Company and our primary U.S. and Canada operating subsidiaries entered into an asset-based credit agreement, which was amended on October 5, 2022 (as amended, the "ABL Facility"), with Bank of Montreal, as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer, and the lenders named therein.

Biggest changeOther factors that may impact both short and long-term liquidity include: • contract disputes; • collection issues, including those caused by weak commodity prices, economic slowdowns or other factors which can lead to credit deterioration of our customers; • strategic investments in new operations; • borrowing constraints under our ABL Facility and maintaining compliance with all covenants contained in the ABL Facility; • acquisitions and disposals of businesses or assets; and • purchases of shares under our stock buyback program. 29 Table of Contents ABL Credit Facility 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, and the lenders named therein.

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 as high. For all other arrangements, we calculate backlog as the estimated contract amount less revenue recognized as of the reporting date.

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 high. For all other arrangements, we calculate backlog as the estimated contract amount less revenue recognized as of the reporting date.

If the fair value of a reporting unit is less than its carrying value, then goodwill is impaired to the extent of the difference, but the impairment may not exceed the balance of goodwill assigned to that reporting unit.

If the fair value of a reporting unit exceeds its carrying value, then goodwill is not impaired. If the fair value of a reporting unit is less than its carrying value, then goodwill is impaired to the extent of the difference, but the impairment may not exceed the balance of goodwill assigned to that reporting unit.

The ABL Facility contains customary conditions to borrowings, events of default and covenants, including, but not limited to, covenants that restrict our ability to sell assets, engage in mergers and acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay cash dividends, issue equity instruments, make distribution or redeem or repurchase capital stock.

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, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay cash dividends, issue equity instruments, make distribution or redeem or repurchase capital stock.

Our primary sources of liquidity at June 30, 2023 were unrestricted cash and cash equivalents on hand, capacity under our ABL Facility (see "ABL Credit Facility" in this Liquidity and Capital Resources section and Item 8. Financial Statements and Supplementary Data, Note 5 - Debt, for more information), and cash generated from operations.

Our primary sources of liquidity at June 30, 2024 were unrestricted cash and cash equivalents on hand, capacity under our ABL Facility (see "ABL Credit Facility" in this Liquidity and Capital Resources section and Item 8. Financial Statements and Supplementary Data, Note 5 - Debt, for more information), and cash generated from operations.

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. 36 Table of Contents

We made no repurchases under the program during fiscal 2023 and have no current plans to repurchase stock. As of June 30, 2023, there were 1,349,037 shares available for repurchase under the Stock Buyback Program.

We made no repurchases under the program during fiscal 2024 and have no current plans to repurchase stock. As of June 30, 2024, there were 1,349,037 shares available for repurchase under the Stock Buyback Program.

Significant period to period changes in revenue, gross profits and operating results between fiscal 2023 and fiscal 2022 are discussed below on a consolidated basis for each segment. A discussion of results of operations changes between fiscal 2022 and fiscal 2021 is included in Item 7.

Overview Significant period to period changes in revenue, gross profits and operating results between fiscal 2024 and fiscal 2023 are discussed below on a consolidated basis for each segment. A discussion of results of operations changes between fiscal 2023 and fiscal 2022 is included in Item 7.

The segment gross margin for fiscal year 2023 was negatively impacted by continued work on projects with previously reduced gross margins and projects that were bid competitively. These negative impacts were partially offset by strong execution of cost reimbursable power delivery work.

The segment gross margin for fiscal 2023 was negatively impacted by work on now-completed projects with previously reduced gross margins and projects that were bid competitively. These negative impacts were partially offset by strong execution of cost reimbursable power delivery work.

As a result, actual results may differ from the estimates utilized in our income approach. For the market approach, significant judgments and assumptions include the selection of guideline companies, forecasted guideline company EBITDA and our forecasted EBITDA.

Gross margins in fiscal 2023 were negatively impacted by the under recovery of construction overhead costs, unfavorable changes in the estimated recovery of change orders and increased forecasted costs to complete certain midstream gas processing projects, continued work on previously-booked projects with reduced gross margins awarded in a highly competitive time period.

The gross margin in fiscal 2023 was also negatively impacted by the under-recovery of construction overhead costs, as well as unfavorable changes in the estimated recovery of change orders, increased forecasted costs to complete certain midstream gas processing projects, and continued work on previously-booked projects with reduced gross margins awarded in a highly competitive time period.

The remaining asset sales comprised of equipment sold in the normal course of business. 28 Table of Contents 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 cost plus and fixed price customer contracts are billed based on milestones which may require us to incur significant expenditures temporarily prior to collections from our customers; ◦ some fixed price customer contracts allow for significant upfront billings at the beginning of a project, which temporarily increases liquidity near term; ◦ time and material contracts are normally billed in arrears.

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 cost-plus and fixed price customer contracts are billed based on milestones which may require us to incur significant expenditures temporarily prior to collections from our customers; ◦ some fixed-price customer contracts allow for significant upfront billings at the beginning of a project, which temporarily increases liquidity near term; ◦ time and material contracts are normally billed in arrears.

As of June 30, 2023, we had $19.3 million of letters of credit outstanding, nearly all of which expire within the next 12 months. The letters of credit that support our workers’ compensation programs are expected to renew annually through the term of our credit facility.

As of June 30, 2024, we had $6.9 million of letters of credit outstanding, nearly all of which expire within the next 12 months. The letters of credit that support our workers’ compensation programs are expected to renew annually through the term of our credit facility.

The variance is primarily attributable to the timing of billing and collections. • Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") increased $0.1 million, which decreased cash flows from operating activities. Billings on uncompleted contracts in excess of costs and estimated earnings ("BIE") increased $20.3 million, which increased cash flows from operating activities.

The variance is primarily attributable to the timing of billing and collections. • Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") decreased $11.0 million, which increased cash flows from operating activities. Billings on uncompleted contracts in excess of costs and estimated earnings ("BIE") increased $85.9 million, which increased cash flows from operating activities.

The segment gross margin in fiscal 2023 was negatively impacted by unfavorable changes in the estimated recovery of change orders and increased forecasted costs to complete certain midstream gas processing capital work, which resulted in a $12.6 million reduction in gross profit for the fiscal year.

The segment gross margin for fiscal 2023 was negatively impacted by unfavorable changes in the estimated recovery of change orders and increased forecasted costs to complete certain midstream gas processing construction projects, which resulted in the projects reducing gross profit by $12.6 million for the year.

We performed our annual goodwill impairment test as of May 31, 2023, which resulted in no impairment. The fiscal 2023 test indicated that three reporting units with a combined total of $20.9 million of goodwill as of June 30, 2023 were at higher risk of future impairment.

We performed our annual goodwill impairment test as of May 31, 2024, which resulted in no impairment. The fiscal 2024 test indicated that two reporting units with a combined total of $16.6 million of goodwill as of June 30, 2024 were at higher risk of future impairment.

As of June 30, 2023, there were $127.6 million of surety bonds in force, of which we expect $126.6 million to expire within the next 12 months. Of the bonds in force, $99.6 million related to performance bonds for ongoing projects and the remainder related to contractor licensing, liens, and other bonds.

As of June 30, 2024, there were $101.3 million of surety bonds in force, of which we expect $93.5 million to expire within the next 12 months. Of the bonds in force, $70.6 million related to performance bonds for ongoing projects and the remainder related to contractor licensing, liens, and other bonds.

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 June 30, 2023.

We define "headroom" as the percentage difference between the fair value of a reporting unit and its carrying value. The goodwill impairment test involves comparing management’s estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, then goodwill is not impaired.

We define "headroom" as the percentage difference between the fair value of a reporting unit and its carrying value excluding working capital. The goodwill impairment test involves comparing management’s estimate of the fair value of a reporting unit with its carrying value, including goodwill.

We measure progress of satisfying these performance obligations by using the percentage-of-completion method, which is based on costs incurred to date compared to the total estimated costs at completion, since it best depicts the transfer of control of assets being created or enhanced to the customer.

The Company measures transfer of control of the performance obligation utilizing the percentage-of-completion method, which is based on costs incurred to date compared to the total estimated costs at completion, since it best depicts the transfer of control of assets being created or enhanced to the customer.

If our view of project opportunities or gross margins deteriorates, particularly for the higher risk reporting units, then we may be required to record an impairment of goodwill.

If our view of project opportunities or gross margins deteriorates, particularly for the higher risk reporting units, then we may be required to record an impairment of goodwill. We considered the amount of headroom for each reporting unit when determining whether an impairment existed. The amount of headroom varies by reporting unit.

We will continue to place valuation allowances on newly generated deferred tax assets and will realize the benefit associated with the deferred tax assets for which the valuation allowance has been provided to the extent we generate taxable income in the future, or cumulative losses are no longer present and our future projections for growth or tax planning strategies are demonstrated.

Our borrowing base has ranged from $67.0 million to $83.2 million during fiscal 2023. 29 Table of Contents 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.

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.

Valuation allowances based on our judgments and estimates are established when necessary to reduce deferred tax assets to the amount expected to be realized in future operating results. We believe that realization of deferred tax assets in excess of the valuation allowance is more likely than not.

Valuation allowances based on our judgments and estimates are established when necessary to reduce deferred tax assets to the amount expected to be realized in future operating results.

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 and the assets of our co-borrowers and guarantors under the ABL Facility.

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.

We considered the amount of headroom for each reporting unit when determining whether an impairment existed. The amount of headroom varies by reporting unit. Our significant assumptions, including revenue growth rates, gross margins, discount rate and other factors may change in the future based on the changing economic and competitive environment in which we operate.

Our significant assumptions, including revenue growth rates, gross margins, discount rate and other factors may change in the future based on the changing economic and competitive environment in which we operate.

In addition, we are continuing to pursue opportunities for midstream gas work, including some larger scale projects. 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.

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.

Item 8-Financial Statements and Supplementary Data, Note 3 - Property, Plant and Equipment - Industrial Cleaning Disposal, for more information.) The remaining loss on the sale of property, plant and equipment comprised of equipment sold in the normal course of business.

See Part II. Item 8, Financial Statements, Note 3 - Property, Plant and Equipment, for more information. The remaining asset sales comprised of equipment sold in the normal course of business.

The maximum amount of loans under the ABL Facility is limited to $90.0 million. The ABL Facility's available borrowings may be increased by an amount not to exceed $15.0 million, subject to certain conditions, including obtaining additional commitments. The ABL Facility is intended to be used for working capital, capital expenditures, issuances of letters of credit and other lawful purposes.

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.

In accordance with current accounting guidance, goodwill is not amortized and is tested at least annually for impairment at the reporting unit level, which is a level below our reportable segments.

Goodwill Goodwill represents the excess of the purchase price of acquisitions over the acquisition date fair value of the net identifiable tangible and intangible assets acquired. In accordance with current accounting guidance, goodwill is not amortized and is tested at least annually for impairment at the reporting unit level, which is a level below our reportable segments.

Item 8-Financial Statements and Supplementary Data, Note 3 - Property, Plant and Equipment - Sale-leaseback Transaction, for more information.) LIQUIDITY AND CAPITAL RESOURCES Overview We define liquidity as the ongoing ability to pay our liabilities as they become due, fund business operations and meet all monetary contractual obligations.

LIQUIDITY AND CAPITAL RESOURCES Overview We define liquidity as the ongoing ability to pay our liabilities as they become due, fund business operations and meet all monetary contractual obligations.

Treasury Shares We had 840,899 treasury shares as of June 30, 2023 and intend to utilize these treasury shares in connection with equity awards under the our stock incentive plans and for sales to the Employee Stock Purchase Plan. 31 Table of Contents Material Cash Requirements from Contractual and Other Obligations As of June 30, 2023, our short-term and long-term material cash requirements for known contractual and other obligations were as follows: • Operating Leases : In the normal course of business, we lease real estate and equipment under various arrangements which are classified as operating leases.

Material Cash Requirements from Contractual and Other Obligations As of June 30, 2024, our short-term and long-term material cash requirements for known contractual and other obligations were as follows: • Operating Leases : In the normal course of business, we lease real estate and equipment under various arrangements which are classified as operating leases.

Our effective tax rate for fiscal 2023 was 0.8% compared to (9.6)% in fiscal 2022. The effective tax rates for both periods were impacted by valuation allowances of $12.6 million and $17.9 million, respectively, placed on deferred tax assets.

Provision for income taxes - Our effective tax rates for the fiscal years 2024 and 2023 were 0.1% and 0.8%, respectively The effective tax rates during both periods were impacted by valuation allowances of $8.5 million and $12.6 million, respectively, placed on deferred tax assets generated during the fiscal year.

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. 22 Table of Contents 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.

Most of this decrease was due to the receipt of $13.3 million of income tax refunds during the fiscal year. 30 Table of Contents These operating assets can fluctuate based on the timing of inventory builds and draw-downs, accrual and receipt of income taxes receivable, prepayments of certain expenses, leasing activity, business volume, and other timing differences. • Accounts payable, accrued wages and benefits, accrued insurance, operating lease liabilities and other accrued expenses, and other liabilities, non-current decreased by $9.4 million during fiscal 2023, which decreased cash flows from operating activities.

These operating assets can fluctuate based on 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; business volumes; and other timing differences. • Accrued wages and benefits, accrued insurance, operating lease liabilities, other accrued expenses, and other liabilities, non-current increased by $3.0 million during fiscal year 2024, which increased cash flows from operating activities.

Loss Contingencies Various legal actions, claims and other contingencies arise in the normal course of our business. Contingencies are recorded in the consolidated financial statements, or are otherwise disclosed, in accordance with ASC 450-20, “Loss Contingencies”. Specific reserves are provided for loss contingencies to the extent we conclude that a loss is both probable and estimable.

Loss Contingencies Various legal actions, claims and other contingencies arise in the normal course of our business. Contingencies are recorded in the consolidated financial statements, or are otherwise disclosed, in accordance with ASC 450-20, “Loss Contingencies”. We use a case-by-case evaluation of the underlying data and update our evaluation as further information becomes known.

Future payments for such leases, excluding leases with initial terms of one year or less, were $31.2 million at June 30, 2023, with $5.7 million payable within the next 12 months. Refer to Part II.

Future payments for such leases, excluding leases with initial terms of one year or less, were $29.6 million at June 30, 2024, with $5.3 million payable within the next 12 months. Refer to Part II. Item 8, Financial Statements, Note 8 - Leases, for more information about our lease obligations and the timing of expected future payments.

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 ABL Facility matures, and any outstanding amounts become due and payable, on September 9, 2026.

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 June 30, 2024, our borrowing base was $60.9 million. During fiscal 2024, the Company repaid all outstanding borrowings under the ABL Facility.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows (in thousands): June 30, 2023 June 30, 2022 Cash and cash equivalents $ 54,812 $ 52,371 Restricted cash 25,000 25,000 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 79,812 $ 77,371 The following table provides a summary of changes in our liquidity for the year ended June 30, 2023 (in thousands): Liquidity at June 30, 2022 $ 94,831 Cash provided by operating activities 10,247 Capital expenditures (9,009) Proceeds from asset sales (1) 6,466 Net repayments under ABL Facility (5,000) Decrease in availability under ABL Facility (4,718) Cash used by other financing activities (58) Effect of exchange rate changes on cash (205) Liquidity at June 30, 2023 $ 92,554 (1) Includes $6.3 million of net proceeds from the sale of our industrial cleaning business during the fourth quarter of fiscal 2023.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows (in thousands): June 30, 2024 June 30, 2023 Total cash, cash equivalents and restricted cash $ 140,615 $ 79,812 Less: Restricted cash 25,000 25,000 Unrestricted Cash 115,615 54,812 Availability 53,988 37,742 Total Liquidity $ 169,603 $ 92,554 28 Table of Contents The following table provides a summary of changes in our liquidity for the fiscal year ended June 30, 2024 (in thousands): Liquidity at June 30, 2023 $ 92,554 Cash provided by operating activities 72,571 Capital expenditures (6,994) Proceeds from asset sales (1) 6,049 Increase in availability under ABL Facility 16,246 Cash used by other financing activities (10,372) Effect of exchange rate changes on cash (451) Liquidity at June 30, 2024 $ 169,603 (1) Includes $5.4 million of net proceeds in total from the sale of our Burlington, Ontario facility and Catoosa, Oklahoma facility that were disposed of in the first and second quarter of fiscal 2024, respectively.

In the second quarter of fiscal 2023, we recorded $12.3 million of goodwill impairment. In the third quarter of fiscal 2022, we recorded $18.3 million of goodwill impairment. See Part II. Item 8, Financial Statements, Note 4 - Goodwill and Other Intangible Assets - Goodwill, for more information about the impairment.

Goodwill Impairment - The Company did not record any goodwill impairment during fiscal 2024. In fiscal 2023 we recorded a goodwill impairment of $12.3 million. See Item 8. Financial Statements, Note 4 - Goodwill and Other Intangible Assets, for more information about the impairment. Restructuring cost s - The Company incurred $0.5 million of restructuring costs during fiscal 2024.

CIE and BIE balances can experience significant fluctuations based on business volume and the timing of when job costs are incurred and the timing of customer billings and payments. • Inventories, income taxes receivable, prepaid expenses, other current assets, operating right-of-use lease assets and other non-current assets decreased $13.7 million during fiscal 2023, which increased cash flows from operating activities.

CIE and BIE balances can experience significant fluctuations based on business volume and the timing of when job costs are incurred and the timing of customer billings and payments. • Accounts payable decreased by $10.4 million during the fiscal year ended June 30, 2024, which decreased cash flows from operating activities.

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. 31 Table of Contents Treasury Shares We had 579,422 treasury shares as of June 30, 2024 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.

We received a significant LNG peak shaving project award during the fourth quarter of fiscal 2023. Our opportunity pipeline for LNG peak shaving projects continues to be promising, however those awards, while significant, can be less frequent. Project opportunities and bidding activity are strong for both the power delivery portion of the business and LNG peak shaving.

In the Utility and Power Infrastructure segment, we booked $104.1 million of project awards in fiscal 2024. Our opportunity pipeline for LNG peak shaving projects continues to be promising, however those awards, while significant, can be less frequent.

Assuming that all other components of our fair value estimate remain unchanged, a change in the following assumptions would have the following effect on headroom: Headroom Sensitivity Analysis Goodwill as of June 30, 2023 (in thousands) Baseline Headroom Headroom if Revenue Growth Rate Declines by 100 Basis Points Headroom if Gross Margin Declines by 100 Basis Points Headroom if Discount Rate Increases by 100 Basis Points Reporting Unit 1 $ 11,158 11% 4% -5% 3% Reporting Unit 2 $ 8,240 3,583% 3,252% 2,151% 3,180% Reporting Unit 3 $ 5,484 22% 19% 0% 16% Reporting Unit 4 $ 4,238 28% 25% 15% 24% In the second quarter of fiscal 2023, we concluded that a goodwill impairment existed in the Process and Industrial Facilities segment based on a material adverse change in gross profit on a project.

Assuming that all other components of our fair value estimate remain unchanged, a change in the following assumptions would have the following effect on headroom: 33 Table of Contents Headroom Sensitivity Analysis Goodwill as of June 30, 2024 (in thousands) Baseline Headroom Headroom if Revenue Growth Rate Declines by 100 Basis Points Headroom if Gross Margin Declines by 100 Basis Points Headroom if Discount Rate Increases by 100 Basis Points Reporting Unit 1 $ 11,158 13% 6% -1% 5% Reporting Unit 2 $ 8,175 503% 471% 399% 450% Reporting Unit 3 $ 5,484 70% 59% -6% 50% Reporting Unit 4 $ 4,205 950% 910% 809% 886% Income Taxes We use the asset and liability approach for financial accounting and reporting for income taxes.

Cash effect of changes in operating assets and liabilities at June 30, 2023 in comparison to June 30, 2022 include the following: • Accounts receivable, excluding credit losses recognized during the period, decreased $8.7 million during fiscal 2023, which increased cash flows from operating activities.

Item 8-Financial Statements and Supplementary Data, Note 3 - Property, Plant and Equipment, for more information.) The remaining gain on the sale of property, plant and equipment comprised of equipment sold in the normal course of business. 30 Table of Contents Cash effect of changes in operating assets and liabilities at June 30, 2024 in comparison to June 30, 2023 include the following: • Accounts receivable, excluding credit losses recognized during the period and including retention amounts classified as non-current, increased $12.1 million during fiscal 2024, which decreased cash flows from operating activities.

Cash Flows Used by Financing Activities Financing activities used $5.1 million of cash in the fiscal year ended June 30, 2023 primarily due to net repayments of $5.0 million on the ABL Facility.

Cash Flows Used by Financing Activities Financing activities used $10.4 million of cash in the fiscal 2024 primarily due to $10.0 million in advances and $20.0 million in repayments under our ABL facility. As of June 30, 2024 we had no outstanding borrowings under our ABL facility.

Unrestricted cash and cash equivalents at June 30, 2023 totaled $54.8 million and availability under the ABL Facility totaled $37.7 million, resulting in total liquidity of $92.5 million.

Unrestricted cash and cash equivalents at June 30, 2024 totaled $115.6 million and availability under the ABL Facility totaled $54.0 million, resulting in total liquidity of $169.6 million. During fiscal 2024, liquidity increased $77.0 million, primarily as a result of cash provided by operations.

Major components of cash flows provided by operating activities for the year ended June 30, 2023 are as follows: Net Cash Provided by Operating Activities (In thousands) Fiscal Year Ended June 30, 2023 Net loss $ (52,361) Gain on sale of property, plant and equipment (1) (2,841) Goodwill impairment 12,316 Depreciation and amortization 13,694 Stock-based compensation expense 6,791 Other non-cash expenses 147 Cash effect of changes in operating assets and liabilities 32,501 Net cash provided by operating activities $ 10,247 (1) Gain on sale of property, plant and equipment includes a $2.9 million gain on the sale of our industrial cleaning business (see Part II.

Major components of cash flows provided by operating activities for the year ended June 30, 2024 are as follows: Net Cash Provided by Operating Activities (In thousands) Fiscal Year Ended June 30, 2024 Net loss $ (24,976) Gain on sale of property, plant and equipment (1) (4,923) Depreciation and amortization 11,023 Stock-based compensation expense 7,745 Other non-cash expenses 1,362 Cash effect of changes in operating assets and liabilities 82,340 Net cash provided by operating activities $ 72,571 (1) Gain on sale of property, plant and equipment includes a $4.5 million total gain on the sale of our Burlington, Ontario facility and Catoosa, Oklahoma facility that were disposed of in the first quarter of fiscal 2024 and the second quarter of fiscal 2024, respectively.

Awards for significant capital projects may be recognized as revenue over a multi-year period as the projects may take a few years to complete.

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. We expect to recognize approximately 47% of our total backlog reported as of June 30, 2024 as revenue within fiscal 2025.

Cash Flows Provided by Operating Activities Cash flows provided by operating activities for the fiscal year ended June 30, 2023 totaled $10.2 million.

We were in compliance with all covenants of the ABL Facility as of June 30, 2024 Cash Flows Provided by Operating Activities Cash flows provided by operating activities for the fiscal year ended June 30, 2024 totaled $72.6 million.

We believe LNG and hydrogen projects in particular will be key growth drivers for this segment. We were awarded a large-scale specialty vessel project in the second quarter following a similar award in the first quarter. Bidding activity on LNG projects has been strong and we expect that to continue.

This segment includes significant opportunities for storage infrastructure projects related to natural gas, LNG, ammonia, hydrogen, NGLs and other forms of renewable energy. We believe LNG and hydrogen projects in particular will be key growth drivers for this segment. Bidding activity on LNG projects has been strong and we expect that to continue.

The fiscal 2023 segment gross margin improved on good project execution, but was negatively impacted by the under recovery of construction overhead costs due to low revenue volumes.

Gross profit - Gross profit during fiscal 2024 increased by $9.7 million, or 31%. Gross margin was 5.6% compared to 3.9% in fiscal 2023. Strong project execution and improved margin opportunity on projects in progress during fiscal 2024 was partially offset by the under-recovery of construction overhead costs due to low revenue.

The increase in segment revenue is primarily a result of higher volumes of specialty vessel capital projects and tank repair and maintenance work. The segment gross margin was 4.1% in fiscal 2023 compared to 0.1% in fiscal 2022.

The increase is primarily attributable to increases in work performed for specialty vessel projects awarded in previous fiscal years. Storage and Terminal Solutions gross profit increased by $0.8 million, or 8%, in the fiscal 2024 compared to fiscal 2023. The segment gross margin was 4.1% for both fiscal years 2024 and 2023.

In the Process and Industrial Facilities segment, backlog increased by 23.1% as we booked $444.1 million of project awards in fiscal 2023. Included in project awards are a significant capital project awarded in the third quarter to upgrade a natural gas compressor station and contract growth on a capital project at a biodiesel facility.

In the Process and Industrial Facilities segment, we booked $182.4 million of project awards in fiscal 2024. Included in project awards is contract growth on a capital project at a biodiesel facility. Backlog in this segment was adjusted during the year to account for a reduction of work available under an existing refinery maintenance program.

The following table provides a summary of changes in our backlog in fiscal 2023: Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Total (In thousands) Backlog as of June 30, 2022 $ 195,114 $ 102,059 $ 292,287 $ 589,460 Project awards 354,510 526,963 444,148 1,325,621 Other adjustment (1) (23,272) — (6,691) (29,963) Revenue recognized (255,693) (169,504) (369,823) (795,020) Backlog as of June 30, 2023 $ 270,659 $ 459,518 $ 359,921 $ 1,090,098 Book-to-bill ratio (2) 1.4 3.1 1.2 1.7 (1) Backlog was reduced by $30.0 million to account for a reduction of work available to us in an existing facility upgrade and service program.

The following table provides a summary of changes in our backlog for fiscal 2024: Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Total (In thousands) Backlog as of June 30, 2023 $ 270,659 $ 459,518 $ 359,921 $ 1,090,098 Project awards 804,396 104,099 182,382 1,090,877 Other adjustment (2) — — (24,522) (24,522) Revenue recognized (276,800) (183,920) (266,260) (726,980) Backlog as of June 30, 2024 $ 798,255 $ 379,697 $ 251,521 $ 1,429,473 Book-to-bill ratio (1) 2.9x 0.6x 0.7x 1.5x (1) Calculated by dividing project awards by revenue recognized.

At June 30, 2023, our borrowing base was $67.0 million, we had $10.0 million of outstanding borrowings, and we had $19.3 million in letters of credit outstanding, which resulted in availability of $37.7 million under the ABL Facility.

The Company had $6.9 million in letters of credit outstanding, which resulted in availability of $54.0 million under the ABL Facility. Our borrowing base has ranged from $60.9 million to $74.6 million during fiscal 2024.

The letters of credit that support construction contracts carry expiration dates throughout fiscal 2026. 32 Table of Contents CRITICAL ACCOUNTING POLICIES Revenue Recognition General Information about our Contracts with Customers Our revenue comes from contracts to provide engineering, procurement, fabrication and construction, repair and maintenance and other services.

The letters of credit that support construction contracts carry expiration dates that expire in fiscal 2025. 32 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES Revenue Recognition Revenue for contracts that satisfy the criteria for over time recognition is recognized as the work progresses.

As a result of actions taken to reduce our cost structure, we recorded $3.1 million of restructuring costs in fiscal 2023 and $0.6 million of restructuring costs in fiscal 2022. See Part II. Item 8, Financial Statements and Supplementary Data, Note 14 - Restructuring Costs, for more information.

During fiscal 2023, we incurred $3.1 million of restructuring costs, which included severance and other personnel-related costs in connection with our restructuring plan and our closure of an underperforming office. See Item 8. Financial Statements, Note 14 - Restructuring Costs, for more information about our business improvement plan.

In addition, segment gross margin was negatively impacted by smaller competitively priced capital projects in fiscal 2022. Utility and Power Infrastructure Revenue for the Utility and Power Infrastructure segment was $169.5 million in fiscal 2023 compared to $220.1 million in fiscal 2022.

The increase is primarily attributable to higher volumes of work from peak shaving projects, partially offset by lower volumes of power delivery. Utility and Power Infrastructure gross profit decreased by $1.5 million, or 6%, in fiscal 2024 compared to fiscal 2023. The segment gross margin was 5.0% for the fiscal 2024 compared to 6.3% in fiscal 2023.

These operating liabilities can fluctuate based on the timing of vendor payments, accruals, leasing activities, business volume, and other timing differences.

These operating liabilities can fluctuate based on the timing of vendor payments; accruals; lease commencement, lease payments, expiration, or termination of operating leases; business volumes; and other timing differences. Cash Flows Used by Investing Activities Investing activities used $0.9 million of cash in the fiscal 2024 primarily due to capital expenditures, offset by proceeds from asset sales.

However, some of the new awards are for significant capital projects that will not commence until the latter half of fiscal 2024 and will be recognized as revenue over a multi-year period. Many of the projects booked during fiscal 2023 are large capital projects with gross margins at our pre-pandemic historical gross margin range.

Many of these project awards are large construction projects that we expect to generate revenues and efficiently utilize our cost structure over a multi-year period with expected gross margins at our pre-pandemic historical gross margin range. The time to convert these awards to revenue is dependent on a variety of factors, many outside of our control.

Removed

Overview The majority of the work for all segments is performed in the United States, with 9.4% of revenue generated internationally during fiscal 2023, 9.5% in fiscal 2022 and 10.2% in fiscal 2021. The percentage of revenue generated internationally decreased in fiscal 2023 and fiscal 2022 compared to fiscal 2021 primarily due to higher domestic revenue growth.

Added

Removed

Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended June 30, 2022, which was filed with the SEC on October 11, 2022. 21 Table of Contents Matrix Service Company Results of Operations (In thousands) Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Corporate Total Fiscal Year 2023 Consolidated revenue $ 255,693 $ 169,504 $ 369,823 $ — $ 795,020 Gross profit (loss) 10,470 10,699 10,756 (1,105) 30,820 Gross profit (loss) % 4.1 % 6.3 % 2.9 % — % 3.9 % Selling, general and administrative expenses 20,054 7,045 14,909 26,241 68,249 Goodwill impairment and restructuring costs 969 37 13,288 1,164 15,458 Operating profit (loss) (10,553) 3,617 (17,441) (28,510) (52,887) Operating profit (loss) % (4.1) % 2.1 % (4.7) % — % (6.7) % Fiscal Year 2022 Consolidated revenue $ 232,839 $ 220,093 $ 254,848 $ — $ 707,780 Gross profit (loss) 262 (8,586) 9,270 (2,152) (1,206) Gross profit (loss) % 0.1 % (3.9) % 3.6 % — % (0.2) % Selling, general and administrative expenses 17,284 11,771 12,506 26,129 67,690 Restructuring costs 7,330 2,746 6,867 2,015 18,958 Operating loss (24,352) (23,103) (10,103) (30,296) (87,854) Operating loss % (10.5) % (10.5) % (4.0) % — % (12.4) % Variances Fiscal Year 2023 to Fiscal Year 2022 Increase/(Decrease) Consolidated revenue $ 22,854 $ (50,589) $ 114,975 $ — $ 87,240 Gross profit (loss) 10,208 19,285 1,486 1,047 32,026 Selling, general and administrative expenses 2,770 (4,726) 2,403 112 559 Goodwill impairment and restructuring costs (6,361) (2,709) 6,421 (851) (3,500) Operating profit (loss) 13,799 26,720 (7,338) 1,786 34,967 Operational Update During fiscal 2023, strong bidding activity resulted in project awards of $1.3 billion and we ended the fiscal year with $1.1 billion of backlog, the highest level since the end of fiscal 2019.

Added

Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended June 30, 2023, which was filed with the SEC on September 12, 2023. 23 Table of Contents Matrix Service Company Results of Operations (In thousands) Operational Update During fiscal 2024, our markets and project opportunities remained strong, driving $1.1 billion of awards added to backlog during the year, and producing a total backlog of $1.4 billion and a book-to-bill ratio of 1.5.

Removed

Based on this building momentum, the process of returning revenue volume to pre-pandemic levels is well underway. Accordingly, we are expecting revenue growth to be stronger in fiscal 2024 than it was in fiscal 2023.

Added

Despite these challenges, the company generated positive cash flows from operations during fiscal year 2024, which improved our overall cash balance by $60.8 million, reflecting our ability to efficiently manage capital and maintain financial stability.

Removed

In addition, growing revenue volume combined with cost reductions implemented in recent years should allow us to better leverage our cost structure, which will further enhance gross margins in fiscal 2024 and beyond.

Added

Combining expected forthcoming revenues from effective project execution and conversion of our historic backlog, we believe we are on a trajectory of upward growth and profitability.

Removed

(2) Calculated by dividing project awards by revenue recognized. In the Storage and Terminal Solutions segment, backlog increased by 38.7% as we booked $354.5 million of project awards during fiscal 2023. This segment includes significant opportunities for storage infrastructure projects related to natural gas, LNG, ammonia, hydrogen, NGLs and other forms of renewable energy.

Added

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.

Removed

In the Utility and Power Infrastructure segment, backlog increased by 350.2% as we booked $527.0 million of project awards in fiscal 2023. Project awards are primarily comprised of a project for the engineering, procurement, and construction of LNG peak shaving facilities and power delivery work.

Added

(2) Backlog was reduced primarily to account for a reduction of work available to us under an existing refinery maintenance program. In the Storage and Terminal Solutions segment, backlog increased by 194.9% as we booked $804.4 million of project awards during fiscal 2024.

Removed

We expect to recognize approximately 54% of our total backlog reported as of June 30, 2023 as revenue within fiscal 2024. 23 Table of Contents Fiscal 2023 Versus Fiscal 2022 Consolidated Consolidated revenue was $795.0 million for fiscal 2023 compared to $707.8 million in fiscal 2022.

Added

Power delivery opportunities are expected to be driven over the long-term by increasing electrical demand and the 24 Table of Contents related electrical grid requirements. Project opportunities and bidding activity are strong for both the power delivery portion of the business and LNG peak shaving.

Removed

On a segment basis, revenue increased in the Process and Industrial Facilities and Storage and Terminal Solutions segments by $115.0 million and $22.8 million, respectively. These increases were partially offset by a decrease in revenue of $50.6 million in the Utility and Power Infrastructure segment.

Added

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 normally extends up to six months or longer in unique circumstances, depending on finalization of scopes, contracts, permits, and facility process requirements.

Removed

Consolidated gross profit was $30.8 million in fiscal 2023 compared to a gross loss of $1.2 million in fiscal 2022. Gross margin was 3.9% in fiscal 2023 compared to a negative gross margin of (0.2%) in fiscal 2022.

… 108 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−2 removed10 unchanged

2023 filing

2024 filing

Biggest changeWe mitigate these risks primarily by procuring materials upon contract execution to ensure that our purchase price approximates the costs included in the project estimate, and also by negotiating contract escalation clauses to cover unexpected costs due to fluctuations in materials costs.

Biggest changeWe mitigate these risks primarily by procuring materials upon contract execution to ensure that our purchase price approximates the costs included in the project estimate, and also by negotiating contract provisions that mitigate our exposure to fluctuations in materials costs.

To mitigate our risk, on occasion we convert Canadian Dollar balances into U.S. Dollars to settle U.S. Dollar amounts owed by our Canadian operations. A 10% unfavorable change in the Canadian Dollar against the U.S. Dollar would not have had a material impact on our financial results for the fiscal year ended June 30, 2023.

We have been proactive with managing our procurement processes to help reduce the impacts of rising materials prices on our business and to help ensure we continue to have the materials we need available. However, rising prices and the potential for materials shortages have created additional risk in bidding and executing work profitably. 37 Table of Contents

Removed

The interest rate in effect for borrowings outstanding at June 30, 2023, including applicable margin, was 7.47%.

Removed

Financial instruments with interest rate risk at June 30, 2023 were as follows: Maturity by Fiscal Year 2024 2025 2026 2027 2028 Fair Value as of June 30, 2023 (in thousands) Long-term debt: Variable rate debt $ — $ — $ — $ 10,000 $ — $ 10,000 If the interest in effect for borrowings outstanding at June 30, 2023, including applicable margin, increases 1.00%, then our annual interest expense would only increase $0.1 million, which would not have a material impact to our business.

Top changes in MATRIX SERVICE CO's 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other MTRX 10-K year-over-year comparisons