mtrx-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________

FORM 10-Q

_______________________________________

(Mark One)


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

For the quarterly period ended December 31, 2025


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

For the transition period from to

Commission File No. 1-15461

__________________________________________

MATRIX SERVICE COMPANY

(Exact name of registrant as specified in its charter)

__________________________________________


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

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

(Address of principal executive offices and zip code)

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

Not Applicable

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

___________________________

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


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

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

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

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

Large Accelerated Filer

☐

Accelerated Filer

☒

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

As of February 4, 2026 there were 28,128,405 shares of the Company's common stock, $0.01 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS


		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the Three and Six Months Ended December 3 1 , 2025 and 2024	1

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2025 and 2024	2

	Condensed Consolidated Balance Sheets as of December 31 , 2025 and June 30, 2025	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended December 31 , 2025 and 2024	6

	Notes to Condensed Consolidated Financial Statements	7

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	33

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

Signature		37

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Matrix Service Company

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(unaudited)


	Three Months Ended				Six Months Ended
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Revenue	$	210,508	$	187,169	$	422,392	$	352,748
Cost of revenue	197,373		176,277		395,075		334,043
Gross profit	13,135		10,892		27,317		18,705
Selling, general and administrative expenses	15,112		17,286		31,446		35,866

Restructuring costs	202		—		3,550		—
Operating loss	(2,179)		(6,394)		(7,679)		(17,161)
Other income (expense):
Interest expense	(118)		(145)		(245)		(234)
Interest income	1,543		1,578		3,345		3,150
Other	23		(556)		254		(495)
Loss before income tax expense	(731)		(5,517)		(4,325)		(14,740)
Provision for federal, state and foreign income taxes	163		16		232		16
Net loss	$	(894)	$	(5,533)	$	(4,557)	$	(14,756)

Basic loss per common share	$	(0.03)	$	(0.20)	$	(0.16)	$	(0.53)
Diluted loss per common share	$	(0.03)	$	(0.20)	$	(0.16)	$	(0.53)
Weighted average common shares outstanding:
Basic	28,352		27,801		28,204		27,680
Diluted	28,352		27,801		28,204		27,680

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Net loss	$	(894)	$	(5,533)	$	(4,557)	$	(14,756)
Other comprehensive income (loss), net of tax:
Foreign currency translation loss	(6)		(1,363)		(534)		(927)
Comprehensive loss	$	(900)	$	(6,896)	$	(5,091)	$	(15,683)

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)


	December 31, 2025		June 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	198,964	$	224,641
Accounts receivable, net of allowance for credit losses	205,948		154,994
Costs and estimated earnings in excess of billings on uncompleted contracts	25,283		29,764
Inventories	6,862		5,917
Income taxes receivable	—		110
Prepaid expenses and other current assets	10,938		4,347
Assets held for sale (Note 3)	2,019		—
Total current assets	450,014		419,773
Restricted cash	25,000		25,000
Property, plant and equipment, net	38,130		42,097
Operating lease right-of-use assets	15,063		17,827
Goodwill	28,988		29,047
Other intangible assets, net of accumulated amortization	51		555

Other assets, non-current (Note 2)	92,958		65,957
Total assets	$	650,204	$	600,256

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)


	December 31, 2025		June 30, 2025
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	87,979	$	80,453
Billings on uncompleted contracts in excess of costs and estimated earnings	382,897		323,593
Accrued wages and benefits	12,757		18,961

Accrued insurance	4,408		5,310
Operating lease liabilities	4,498		4,441

Other accrued expenses	2,604		3,617
Total current liabilities	495,143		436,375
Deferred income taxes	152		25
Operating lease liabilities	14,894		16,986

Other liabilities, non-current	2,452		4,154
Total liabilities	512,641		457,540
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock — $0.01 par value; 60,000,000 shares authorized; 28,124,527 shares issued and outstanding at December 31, 2025; 27,888,217 shares issued at June 30, 2025 and 27,610,486 shares outstanding as of June 30, 2025;	281		279
Additional paid-in capital	147,297		149,969
Retained earnings (accumulated deficit)	(78)		4,479
Accumulated other comprehensive loss	(9,937)		(9,403)
Treasury stock, at cost — 0 shares as of December 31, 2025 and 277,731 shares as of June 30, 2025;	—		(2,608)
Total stockholders' equity	137,563		142,716
Total liabilities and stockholders’ equity	$	650,204	$	600,256

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	Six Months Ended
	December 31, 2025		December 31, 2024
Operating activities:
Net loss	$	(4,557)	$	(14,756)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization	4,693		5,025

Stock-based compensation expense	4,063		4,568
Operating lease impairment due to restructuring	1,529		—

Gain on disposal of property, plant and equipment	(327)		(64)

Other	339		(19)
Changes in operating assets and liabilities increasing (decreasing) cash:
Accounts receivable, net of allowance for credit losses	(76,960)		(18,930)
Costs and estimated earnings in excess of billings on uncompleted contracts	4,481		(818)
Inventories	(945)		1,682
Other assets and liabilities	(7,886)		(6,963)
Accounts payable	7,642		14,474
Billings on uncompleted contracts in excess of costs and estimated earnings	59,304		66,229
Accrued expenses	(9,821)		(4,912)
Net cash provided (used) by operating activities	(18,445)		45,516
Investing activities:
Capital expenditures	(3,187)		(2,859)
Proceeds from sale of property, plant and equipment	484		163
Net cash used by investing activities	(2,703)		(2,696)
Financing activities:


Payment of debt amendment fees	(149)		—



Proceeds from issuance of common stock under employee stock purchase plan	98		102
Payments related to tax withholding for stock-based compensation	(4,223)		(1,235)

Net cash used by financing activities	(4,274)		(1,133)
Effect of exchange rate changes on cash	(255)		(525)
Net increase (decrease) in cash and cash equivalents	(25,677)		41,162
Cash, cash equivalents and restricted cash, beginning of period	249,641		140,615
Cash, cash equivalents and restricted cash, end of period	$	223,964	$	181,777
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	34	$	18
Interest	$	220	$	232
Non-cash investing and financing activities:
Purchases of property, plant and equipment on account	$	14	$	13

See accompanying notes.

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Table of Contents

Matrix Service Company

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share data)

(unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Three Months Ended December 31, 2025
September 30, 2025	28,070,427	$	281	$	145,100	$	816	$	(9,931)	—	$	—	$	136,266
Net loss	—	—		—		(894)		—		—	—		(894)
Other comprehensive loss	—	—		—		—		(6)		—	—		(6)
Issuance of restricted stock	49,740	—		—		—		—		—	—		—

Shares issued related to employee stock purchase plan	4,360	—		55		—		—		—	—		55
Stock-based compensation expense	—	—		2,142		—		—		—	—		2,142
December 31, 2025	28,124,527	$	281	$	147,297	$	(78)	$	(9,937)	—	$	—	$	137,563

Three Months Ended December 31, 2024
September 30, 2024	27,888,217	$	279	$	143,765	$	24,718	$	(9,099)	338,015	$	(3,146)	$	156,517
Net loss	—	—		—		(5,533)		—		—	—		(5,533)
Other comprehensive loss	—	—		—		—		(1,363)		—	—		(1,363)
Issuance of restricted stock	—	—		(428)		—		—		(47,946)	428		—
Treasury shares sold to Employee Stock Purchase Plan	—	—		14		—		—		(4,677)	42		56

Stock-based compensation expense	—	—		2,257		—		—		—	—		2,257
December 31, 2024	27,888,217	$	279	$	145,608	$	19,185	$	(10,462)	285,392	$	(2,676)	$	151,934

	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Six Months Ended December 31, 2025
June 30, 2025	27,888,217	$	279	$	149,969	$	4,479	$	(9,403)	277,731	$	(2,608)	$	142,716
Net loss	—	—		—		(4,557)		—		—	—		(4,557)
Other comprehensive loss	—	—		—		—		(534)		—	—		(534)
Issuance of restricted stock	231,950	2		(6,805)		—		—		(274,578)	2,580		(4,223)

Shares issued related to employee stock purchase plan	4,360	—		70		—		—		(3,153)	28		98
Stock-based compensation expense	—	—		4,063		—		—		—	—		4,063
December 31, 2025	28,124,527	$	281	$	147,297	$	(78)	$	(9,937)	—	$	—	$	137,563

Six Months Ended December 31, 2024
June 30, 2024	27,888,217	$	279	$	145,580	$	33,941	$	(9,535)	579,422	$	(6,083)	$	164,182
Net loss	—	—		—		(14,756)		—		—	—		(14,756)
Other comprehensive loss	—	—		—		—		(927)		—	—		(927)
Issuance of restricted stock	—	—		(4,537)		—		—		(408,406)	4,537		—
Treasury shares sold to Employee Stock Purchase Plan	—	—		(3)		—		—		(9,474)	105		102
Treasury shares purchased to satisfy tax withholding obligations	—	—		—		—		—		123,850	(1,235)		(1,235)
Stock-based compensation expense	—	—

SEC Form 10-Q filed by Matrix Service Company