What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-09-10 compared with 2023-09-12 · 175 added, 296 removed, 210 unchanged (69% of the section changed)

12 unchanged sentences

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.

Also includes work related to traditional aboveground crude oil and refined product storage tanks and terminals.

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.

7 unchanged sentences

primarily consists of plant maintenance, repair, and turnarounds in the downstream and midstream markets for energy clients including refining and processing of crude oil, fractionating, and marketing of natural gas and natural gas liquids.

Also includes engineering, procurement, fabrication, and construction for refinery upgrades and retrofits for renewable fuels.

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

We also 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.

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.

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.

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.

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.

Matrix Service Company

1 unchanged sentence

(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.

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.

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.

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.

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.

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.

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.

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.

We define backlog as the total dollar amount of revenue that we expect to recognize as a result of performing work that has been awarded to us through a signed contract, limited notice to proceed ("LNTP") or other type of assurance that we consider firm.

4 unchanged sentences

For long-term maintenance contracts with no minimum commitments and other established customer agreements, we include only the amounts that we expect to recognize as revenue over the next 12 months.

For arrangements in which we have received a LNTP, we include the entire scope of work in our backlog if we conclude that the likelihood of the full project proceeding as high.

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.

The following table provides a summary of changes in our backlog in fiscal 2023:

The following table provides a summary of changes in our backlog for fiscal 2024:

Storage and Terminal

8 unchanged sentences

Book-to-bill ratio (1)

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.

2.9x 0.6x 0.7x 1.5x

(1) Calculated by dividing project awards by revenue recognized.

(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.

1 unchanged sentence

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.

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.

We received a significant LNG peak shaving project award during the fourth quarter of fiscal 2023.

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.

Power delivery opportunities are expected to be driven over the long-term by increasing electrical demand and the

related electrical grid requirements.

Project opportunities and bidding activity are strong for both the power delivery portion of the business and LNG peak shaving.

In the Process and Industrial Facilities segment, 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.

Client spending related to refinery maintenance and turnaround operations has continued to be strong, which also contributed significantly to project awards during the year.

We continue to see demand for thermal vacuum chambers in the coming quarters, as well as increasing opportunities in mining and minerals, chemicals, and renewables.

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.

1 unchanged sentence

Backlog volatility may increase for some segments from time to time when individual project awards are less frequent, but more significant.

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.

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.

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.

Fiscal 2024 Versus Fiscal 2023

Consolidated revenue was $795.0 million for fiscal 2023 compared to $707.8 million in fiscal 2022.

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.

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.

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.

Gross margins in fiscal 2022 were negatively impacted by low revenue volume, which led to the under recovery of construction overhead costs.

In addition, the competitive bidding environment and increased forecasts in costs to complete projects negatively impacted gross margins.

Consolidated Selling, General and Administrative ("SG&A") expenses were $68.2 million in fiscal 2023 compared to $67.7 million in fiscal 2022.

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.

Item 8, Financial Statements, Note 4 - Goodwill and Other Intangible Assets - Goodwill, for more information about the impairment.

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.

Item 8, Financial Statements and Supplementary Data, Note 14 - Restructuring Costs, for more information.

Interest expense was $2.0 million in fiscal 2023 and $3.0 million in fiscal 2022.

Interest expense consists primarily of interest on debt outstanding, unused capacity fees, amortization of deferred debt issuance costs, letter of credit fees and other interest.

Interest expense in fiscal 2022 included $1.5 million of accelerated amortization of deferred debt amendment fees in the first quarter.

Other income included a $2.9 million gain on the sale of our industrial cleaning business in the fourth quarter of fiscal 2023.

Item 8, Financial Statements, Note 3 - Property, Plant and Equipment - Industrial Cleaning Disposal, for more information.

In fiscal 2022, other income included a $32.4 million gain on the sale-leaseback of our regional office and fabrication and warehouse facility located in Orange, California.

Item 8, Financial Statements, Note 3 - Property, Plant and Equipment - Sale-leaseback Transaction, for more information.

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.

We placed a valuation allowance on all of our deferred tax assets in the second quarter of fiscal 2022 due to the existence of a cumulative loss over a three-year period.

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.

In fiscal 2023 and 2022, net loss was $52.4 million and $63.9 million, respectively;

or $1.94 and $2.39 per fully diluted share, respectively.

Storage and Terminal Solutions

Revenue for the Storage and Terminal Solutions segment was $255.7 million in fiscal 2023 compared to $232.8 million in fiscal 2022, an increase of $22.9 million.

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 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.

The fiscal 2022 segment gross margin was negatively impacted by low revenue volume, which led to under recovery of construction overhead costs and a lower than previously forecasted margin on a thermal energy storage tank

repair and maintenance project, which had reduced segment gross profit by $6.3 million.

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 decrease is primarily due to lower volumes of natural gas utility peak shaving work, partially offset by higher volumes of power delivery work.

The reduction of peak shaving work is due to the timing of commencement of new projects and the completion of previous awarded projects.

We expect peak shaving work to have a significant impact to segment revenue in the second half of fiscal 2024.

The segment gross margin was 6.3% in fiscal 2023 compared to a negative gross margin of (3.9%) in fiscal 2022.

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 fiscal 2022 negative segment gross margin was materially impacted by changes in the forecasted costs to complete two large capital projects and an unfavorable settlement of a claim with a customer.

The segment gross margin in fiscal 2022 was also negatively impacted by the under recovery of construction overhead costs.

Process and Industrial Facilities

Revenue for the Process and Industrial Facilities segment was $369.8 million in fiscal 2023 compared to $254.8 million in fiscal 2022.

The increase of $115.0 million was primarily due to work on a capital project at a biodiesel facility, higher volumes of refinery maintenance and turnaround activity, midstream gas processing capital work, and work on a capital project at a mining facility.

The segment gross margin was 2.9% in fiscal 2023 compared to 3.6% in fiscal 2022.

Outside of work on midstream gas processing work, project execution was strong for the remainder of the segment.

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.

These charges were primarily the result of the client not approving adequate compensation to us for the impact that excessive scope changes had on our ability to progress the work according to forecast and for the impact of global supply chain issues and inflation.

We have accrued the full expected loss for the work, which are now mechanically complete.

Finally, segment gross margin was also negatively impacted by the under recovery construction overhead costs.

Despite generally strong project execution and higher volumes, the segment gross margin in fiscal 2022 was negatively impacted by an increase in forecasted costs to complete a midstream gas processing project.

The project had reduced gross profit by $8.7 million during fiscal 2022.

The increase in forecasted costs was primarily due to performance of a now terminated subcontractor, which required rework, as well as supply chain and escalation issues, in order to meet our client's expectations.

Segment gross margin was also negatively impacted by under recovered construction overhead costs in fiscal 2022.

Unallocated corporate expenses were $28.5 million during fiscal 2023 compared to $30.3 million in the same period last year.

Non-GAAP Financial Measures

In order to more clearly depict our core profitability, the following tables present our operating results after certain adjustments:

Reconciliation of Net Loss to Adjusted Net Loss (1)

(In thousands, except per share data)

Fiscal Years Ended

June 30, 2023 June 30, 2022 June 30, 2021

Net loss, as reported $ ( 52,361 ) $ ( 63,900 ) $ ( 31,224 )

Restructuring costs incurred 3,142 646 6,756

Goodwill and intangible asset impairments 12,316 18,312 —

Gain on sale of assets (2)

(2,905) (32,392) —

Accelerated amortization of deferred debt amendment fees (3)

Tax impact of adjustments and other net tax items (4)

(3,231) 4,464 (1,739)

Deferred tax valuation allowance (5)

Consolidated Results of Operations

Fiscal Years Ended June 30,

2024 2023 $ %

Adjusted net loss $ (30,444) $ (53,409) $ (26,207)

Loss per fully diluted share, as reported $ ( 1.94 ) $ ( 2.39 ) $ ( 1.18 )

Adjusted earnings (loss) per fully diluted share $ (1.13) $ (2.00) $ (0.99)

(1) This table presents non-GAAP financial measures of our adjusted net loss and adjusted loss per fully diluted share for fiscal 2023, 2022 and 2021.

The most directly comparable financial measures are net loss and loss per fully diluted share, respectively, presented in the Consolidated Statements of Income.

We have presented these non-GAAP financial measures because we believe they more clearly depict our core operating results during the periods presented and provide a more comparable measure of our operating results to other companies considered to be in similar businesses.

Since adjusted net loss and adjusted loss per fully diluted share are not measures of performance calculated in accordance with GAAP, they should be considered in addition to, rather than as a substitute for, the most directly comparable GAAP financial measures.

(2) In fiscal 2023, we booked a $2.9 million gain on the sale of our industrial cleaning business in the fourth quarter of fiscal 2023.

Item 8, Financial Statements, Note 3 - Property, Plant and Equipment - Industrial Cleaning Disposal, for more information.

In fiscal 2022, we booked a $32.4 million gain on the sale-leaseback of our regional office and fabrication and warehouse facility located in Orange, California (see Part II.

Item 8-Financial Statements and Supplementary Data, Note 3 - Property, Plant and Equipment - Sale-leaseback Transaction, for more information.)

(3) Interest expense in fiscal 2022 included $1.5 million of accelerated amortization of deferred debt amendment fees in connection with terminating the Senior Secured Revolving Credit facility.

(4) Calculated by applying a blended state and federal tax rate of approximately 26% to the adjustments, after giving consideration to the portion of impaired goodwill that was not tax deductible.

(5) See Part II, Item 8-Financial Statements and Supplementary Data, Note 6 - Income Taxes, for more information about the deferred tax asset valuation allowance.

Reconciliation of Net Loss to Adjusted EBITDA

We have presented Adjusted EBITDA, which we define as net loss before goodwill impairments, gain on sale of facilities, restructuring costs, stock-based compensation, interest expense, income taxes, and depreciation and amortization, because it is used by the financial community as a method of measuring our performance and of evaluating the market value of companies considered to be in similar businesses.

We believe that the line item on our Consolidated Statements of Income entitled “Net loss” is the most directly comparable GAAP measure to Adjusted EBITDA.

Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net earnings as an indicator of operating performance.

Adjusted EBITDA, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

In addition, this measure is not a measure of our ability to fund our cash needs.

As Adjusted EBITDA excludes certain financial information compared with net loss, the most directly comparable GAAP financial measure, users of this financial information should consider the type of events and transactions that are excluded.

Our non-GAAP performance measure, Adjusted EBITDA, has certain material limitations as follows:

• It does not include impairments to goodwill.

While impairments to intangible assets are non-cash expenses in the period recognized, cash or other consideration was still transferred in exchange for the intangible assets in the period of the acquisition.

Any measure that excludes impairments to intangible assets has material limitations since these expenses represent the loss of an asset that was acquired in exchange for cash or other assets.

• It does not include gain on asset sales.

While these sales occurred outside the normal course of business and are not expected to be recurring, any measure that excludes this gain has inherent limitations since the sale resulted in a material inflow of cash.

• It does not include restructuring costs.

Restructuring costs represent material costs that we incurred and are oftentimes cash expenses.

Therefore, any measure that excludes restructuring costs has material limitations.

• It does not include stock-based compensation.

Stock-based compensation represents material amounts of equity that are awarded to our employees and directors for services rendered.

While the expense is non-cash, we release vested shares out of our treasury stock, which has historically been replenished by using cash to periodically repurchase our stock.

Therefore, any measure that excludes stock-based compensation has material limitations.

• It does not include interest expense.

Because we have borrowed money to finance our operations and to acquire businesses, pay commitment fees to maintain our senior secured revolving credit facility, and incur fees to issue letters of credit under the senior secured revolving credit facility, interest expense is a necessary and ongoing part of our costs and has assisted us in generating revenue.

Therefore, any measure that excludes interest expense has material limitations.

• It does not include income taxes.

Because the payment of income taxes is a necessary and ongoing part of our operations, any measure that excludes income taxes has material limitations.

• It does not include depreciation or amortization expense.

Because we use capital and intangible assets to generate revenue, depreciation and amortization expense is a necessary element of our cost structure.

Therefore, any measure that excludes depreciation or amortization expense has material limitations.

Fiscal Years Ended

2023 June 30,

2022 June 30,

(In thousands)

Net loss $ (52,361) $ (63,900) $ (31,224)

Goodwill and other intangible asset impairment 12,316 18,312 —

Gain on sale of assets (1)

(2,905) (32,392) —

Revenue $ 728,213 $ 795,020 $ (66,807) (8) %

Cost of revenue 687,740 764,200 (76,460) (10) %

Gross profit 40,473 30,820 9,653 31 %

Selling, general and administrative expenses 70,085 68,249 1,836 3 %

Goodwill impairment — 12,316 (12,316) (100) %

Restructuring costs 501 3,142 (2,641) (84) %

Stock-based compensation 6,791 7,877 8,156

Operating loss

(30,113) (52,887) 22,774 (43) %

Other income (expense):

Interest expense (1,130) (2,024) 894 (44) %

Provision (benefit) for federal, state and foreign income taxes ( 400 ) 5,617 (12,039)

Depreciation and amortization 13,694 15,254 17,858

Adjusted EBITDA $ (17,699) $ (45,635) $ (8,934)

(1) In fiscal 2023, we booked a $2.9 million gain on the sale of our industrial cleaning business in the fourth quarter of fiscal 2023.

Item 8, Financial Statements, Note 3 - Property, Plant and Equipment - Industrial Cleaning Disposal, for more information.

In fiscal 2022, we booked a $32.4 million gain on the sale-leaseback of our regional office and fabrication and warehouse facility located in Orange, California (see Part II.

Item 8-Financial Statements and Supplementary Data, Note 3 - Property, Plant and Equipment - Sale-leaseback Transaction, for more information.)

Interest income 1,339 290 1,049 362 %

Other 4,892 1,860 3,032 163 %

Loss before income tax expense (25,012) (52,761) 27,749 (53) %

Provision for federal, state and foreign income taxes (36) (400) 364 (91) %

Net loss $ (24,976) $ (52,361) $ 27,385 (52) %

Revenue - The decrease in overall revenue of $66.8 million, or 8%, was primarily attributable to reduced revenue volumes in our Process and Industrial Facilities segment partially offset by increases in the Storage and Terminal Solutions and Utility and Power Infrastructure segments.

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 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.

Selling, general and administrative expenses - The increase in SG&A expenses of $1.8 million, or 3%, is primarily due to an increase in cash-settled stock-based compensation of $3.5 million, which increased due to a substantially higher stock price year over year.

The increase was partially offset by a decrease in project pursuit costs of $2.2 million due to the timing of project

pursuits, however, we remain active in the market as we pursue additional project opportunities.

We continue to focus on cost control in a high inflationary period as we work to leverage our cost control structure.

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.

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.

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.

Financial Statements, Note 14 - Restructuring Costs, for more information about our business improvement plan.

Interest expense - The decrease in interest expense of $0.9 million, or 44%, is primarily due to lower average outstanding borrowings as the Company repaid all outstanding borrowings under its revolving credit facility during fiscal 2024.

Interest income - The increase in interest income of $1.0 million is primarily due to an increase in our cash balance.

In fiscal 2024 we invested excess cash balances in interest-bearing cash accounts.

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.

Other income - The increase in other income of $3.0 million, is primarily due to gains on sales of assets recorded during the year.

In the first quarter of fiscal 2024, we recognized a gain of $2.5 million on the sale of a previously utilized facility in Burlington, Ontario.

We received $2.5 million in net proceeds from the sale.

During the second quarter of fiscal 2024, we recognized a gain of $2.0 million from the sale of a facility in Catoosa, Oklahoma for $2.7 million in net proceeds.

The facility was previously utilized for our industrial cleaning business, which was sold during the fourth quarter of fiscal 2023.

We recorded a $2.9 million gain on the sale of our industrial cleaning business in the fourth quarter of fiscal 2023.

Results of Operations by Business Segment

Fiscal Years Ended June 30, 2024 v 2023

2024 2023 $ %

Revenue (In thousands)

Storage and Terminal Solutions $ 276,800 $ 255,693 $ 21,107 8 %

Utility and Power Infrastructure 183,920 169,504 14,416 9 %

Process and Industrial Facilities 266,260 369,823 (103,563) (28) %

Corporate 1,233 — 1,233 — %

Total Revenue (1)

$ 728,213 — $ 795,020 $ (66,807) (8) %

(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and were $2.4 million for the year ended June 30, 2024.

Gross profit (loss)

Storage and Terminal Solutions $ 11,297 $ 10,470 $ 827 8 %

Utility and Power Infrastructure 9,232 10,699 (1,467) (14) %

Process and Industrial Facilities 21,852 10,756 11,096 103 %

Corporate (1,908) (1,105) (803) 73 %

Total Gross Profit $ 40,473 — $ 30,820 $ 9,653 31 %

Operating income (loss)

Storage and Terminal Solutions $ (8,526) $ (10,553) $ 2,027 (19) %

Utility and Power Infrastructure 336 3,617 (3,281) (91) %

Process and Industrial Facilities 11,283 (17,441) 28,724 (165) %

Corporate (33,206) (28,510) (4,696) 16 %

Total Operating Loss $ (30,113) $ — $ (52,887) $ 22,774 (43) %

Storage and Terminal Solutions

Storage and Terminal Solutions revenues increased by $21.1 million, or 8%, in fiscal 2024 compared to fiscal 2023.

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.

Project execution was strong for the segment;

however, the segment continues to be impacted by the under-recovery of construction overhead costs.

Utility and Power Infrastructure

Utility and Power Infrastructure revenues increased by $14.4 million, or 9%, in fiscal 2024 compared to fiscal 2023.

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.

During fiscal 2024, project execution was strong for the segment;

however, margin was impacted by the under-recovery of construction overhead costs as we have shifted resources to this segment to support large construction projects which are in their early stages.

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.

Process and Industrial Facilities

Process and Industrial Facilities revenues decreased by $103.6 million, or 28%, in fiscal 2024 compared to fiscal 2023.

The decrease is primarily attributable to lower revenue volumes for midstream gas processing projects, mining and minerals, industrial facilities and refinery maintenance and turnarounds.

These decreases were offset by revenue increases for a renewable energy facility in addition to increases in revenue associated with thermal vacuum chambers.

Process and Industrial Facilities gross profit increased by $11.1 million, or 103% in fiscal 2024 compared to fiscal 2023.

The segment gross margin was 8.2% for fiscal 2024 compared to 2.9% for fiscal 2023.

The segment gross margin for the fiscal 2024 was positively impacted by strong project execution.

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.

Unallocated corporate revenue and expenses net to $33.2 million during fiscal 2024 compared to $28.5 million in fiscal 2023.

The increase was primarily due to higher cash-settled stock-based compensation due to an increase in the price of our stock, higher stock compensation expense, and legal costs related to a jury trial that resulted in a verdict in our favor, partially offset by the recognition of $1.2 million of revenue due to the favorable resolution of that dispute, see Note 7 - Commitments and Contingencies, Litigation, for more information.

LIQUIDITY AND CAPITAL RESOURCES

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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.

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

Cash and cash equivalents $ 54,812 $ 52,371

Total cash, cash equivalents and restricted cash $ 140,615 $ 79,812

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):

Unrestricted Cash 115,615 54,812

Availability 53,988 37,742

Total Liquidity $ 169,603 $ 92,554

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

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Proceeds from asset sales (1)

Net repayments under ABL Facility (5,000)

Decrease in availability under ABL Facility (4,718)

Increase in availability under ABL Facility 16,246

Cash used by other financing activities (10,372)

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Liquidity at June 30, 2024 $ 169,603

(1) Includes $6.3 million of net proceeds from the sale of our industrial cleaning business during the fourth quarter of fiscal 2023.

Item 8, Financial Statements, Note 3 - Property, Plant and Equipment - Industrial Cleaning Disposal, for more information.

(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.

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.

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• strategic investments in new operations;

Other factors that may impact long-term liquidity include:

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

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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.

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.

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.

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.

and Canadian subsidiaries and are secured by a first lien on all our assets under the ABL Facility.

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

The maximum amount that we may borrow under the ABL Facility is subject to a borrowing base, which is based on restricted cash plus a percentage of the value of certain accounts receivable, inventory and equipment, reduced for certain reserves.

We are required to maintain a minimum of $25.0 million of restricted cash at all times, but such amounts are also included in the borrowing base.

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

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 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 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.

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The fee for undrawn amounts is 0.25% per annum and is due quarterly.

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

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.

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 1.00must be maintained.

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Gain on sale of property, plant and equipment (1)

Goodwill impairment 12,316

Depreciation and amortization 11,023

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Net cash provided by operating activities $ 72,571

(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.

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.

(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.

(see Part II.

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.

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, decreased $8.7 million during fiscal 2023, which increased cash flows from operating activities.

• 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.

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.

• 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.

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.

Most of this decrease was due to the receipt of $13.3 million of income tax refunds during the fiscal year.

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

• Accounts payable decreased by $10.4 million during the fiscal year ended June 30, 2024, which decreased cash flows from operating activities.

These operating liabilities can fluctuate based on the timing of vendor payments;

lease commencement, lease payments, expiration, or termination of operating leases;

business volumes;

and other timing differences.

• Inventories, income taxes receivable, prepaid expenses, other current assets, operating right-of-use lease assets and other assets, non-current, decreased $4.9 million, during fiscal year 2024, which increased 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.

These operating liabilities can fluctuate based on the timing of vendor payments;

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 $2.5 million of cash in the fiscal year ended June 30, 2023 primarily due to capital expenditures of $9.0 million, partially offset by $6.5 million of proceeds from the sale of assets.

The capital expenditures were comprised of $4.4 million for construction and transportation equipment, $2.3 million for office equipment, and $2.3 million for buildings and leasehold improvements.

The sale of assets included $6.3 million of net proceeds from the sale of our industrial cleaning business (see Part II.

Item 8 - Financial Statements and Supplementary Data, Note 3 - Property, Plant and Equipment - Industrial Cleaning Disposal, for more information).

Investing activities provided $35.7 million of cash in the fiscal year ended June 30, 2022 primarily due to $39.0 million of asset sales, including $37.4 million in proceeds from the sale-leaseback of our regional office and fabrication and warehouse facilities located in Orange, California during the fourth quarter of fiscal 2022 (see Part II.

Item 8, Financial Statements, Note 3 - Property, Plant and Equipment - Sale-leaseback Transaction, for more information.) The asset sale proceeds were partially offset by $3.3 million of capital expenditures.

Capital expenditures consisted of $1.5 million for facilities, office equipment and software, and $1.8 million for construction, fabrication, and transportation equipment.

Investing activities used $0.9 million of cash in the fiscal 2024 primarily due to capital expenditures, offset by proceeds from asset sales.

In the first quarter of fiscal 2024, we sold a previously utilized facility in Burlington, Ontario for $2.7 million in net proceeds.

In the second quarter of fiscal 2024, we sold a facility in Catoosa, Oklahoma.

We closed these previously utilized facilities as they were no longer strategic to the future of the business.

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

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.

Financing activities provided $12.7 million of cash in the fiscal year ended June 30, 2022 primarily due to the net borrowings of $15.0 million under our ABL Facility, partially offset by $1.3 million paid in fees to enter into the ABL Facility, and $0.9 million paid to repurchase our stock for payment of withholding taxes due on equity-based compensation.

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.

Dividend Policy

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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.

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.

Material Cash Requirements from Contractual and Other Obligations

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Item 8, Financial Statements, Note 8 - Leases, for more information about our lease obligations and the timing of expected future payments.

• Outstanding Debt and Interest Payments :

As of June 30, 2023, the amount outstanding under our ABL Facility was $10.0 million.

Based on the outstanding balance and interest rates applicable as of June 30, 2023, if we carried the borrowings to the maturity of the facility, we would make total payments of interest and fees on the outstanding debt of $4.4 million, with $1.4 million payable within the next 12 months.

The outstanding borrowings are due on September 9, 2026 when the ABL Facility matures.

Future interest payments will be determined based on prevailing interest rates during that time.

Refer to Part II.

Item 8, Financial Statements, Note 5 - Debt, for more information about the terms of our ABL Facility.

Off-Balance Sheet Arrangements and Other Commitments

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The letters of credit that support our workers’ compensation programs are expected to renew annually through the term of our credit facility.

The letters of credit that support construction contracts carry expiration dates throughout fiscal 2026.

CRITICAL ACCOUNTING POLICIES

The letters of credit that support construction contracts carry expiration dates that expire in fiscal 2025.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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.

Our engineering, procurement and fabrication and construction services are usually provided in association with capital projects, which are commonly fixed-price contracts that are billed based on project milestones.

Our repair and maintenance services typically are cost reimbursable or time and material based contracts and are billed monthly or, for projects of short duration, at the conclusion of the project.

The elapsed time from award to completion of performance may exceed one year for capital projects.

Contract Identification

We do not recognize revenue unless we have identified a contract with a customer.

A contract with a customer exists when it has approval and commitment from both parties, the rights and obligations of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability is probable.

We also evaluate whether a contract should be combined with other contracts and accounted for as a single contract.

This evaluation requires judgment and could change the timing of the amount of revenue and profit recorded for a given period.

Identify Performance Obligations

Next, we identify each performance obligation in the contract.

A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services to the customer.

Revenue is recognized separately for each performance obligation in the contract.

Many of our contracts have one clearly identifiable performance obligation.

However, many of our contracts provide the customer an integrated service that includes two or more of the following services:

engineering, procurement, fabrication, construction, repair and maintenance services.

For these contracts, we do not consider the integrated services to be distinct within the context of the contract when the separate scopes of work combine into a single commercial objective or capability for the customer.

Accordingly, we generally identify one performance obligation in our contracts.

The determination of the number of performance obligations in a contract requires significant judgment and could change the timing of the amount of revenue recorded for a given period.

Determine Contract Price

After determining the performance obligations in the contract, we determine the contract price.

The contract price is the amount of consideration we expect to receive from the customer for completing the performance obligation(s).

In a fixed-price contract, the contract price is a single lump-sum amount.

In reimbursable and time and materials based contracts, the contract price is determined by the agreed upon rates or reimbursements for time and materials expended in completing the performance obligation(s) in the contract.

A number of our contracts contain various cost and performance incentives and penalties that can either increase or decrease the contract price.

These variable consideration amounts are generally earned or incurred based on certain performance metrics, most commonly related to project schedule or cost targets.

We estimate variable consideration at the most likely amount of additional consideration to be received (or paid in the case of penalties), provided that meeting the variable condition is probable.

We include estimated amounts of variable consideration in the contract price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

Our estimates of variable consideration and determination of whether to include estimated amounts in the contract price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

We reassess the amount of variable consideration each accounting period until the uncertainty associated with the variable consideration is resolved.

Changes in the assessed amount of variable consideration are accounted for prospectively as a cumulative adjustment to revenue recognized in the current period.

Assign Contract Price to Performance Obligations

After determining the contract price, we assign such price to the performance obligation(s) in the contract.

If a contract has multiple performance obligations, we assign the contract price to each performance obligation based on the stand-alone selling prices of the distinct services that comprise each performance obligation.

Recognize Revenue as Performance Obligations are Satisfied

We record revenue for contracts with our customers as we satisfy the contracts' performance obligations.

We recognize revenue on performance obligations associated with fixed-price contracts for engineering, procurement, fabrication and construction services over time since these services create or enhance assets the customer controls as they are being created or enhanced.

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.

We recognize revenue over time for reimbursable and time and material based repair and maintenance contracts since the customer simultaneously receives and consumes the benefit of those services as we perform work under the contract.

As a practical expedient allowed under the revenue accounting standards, we record revenue for these contracts in the amount to which we have a right to invoice for the services performed provided that we have a right to consideration from the customer in an amount that corresponds directly with the value of the performance completed to date.

Revenue for contracts that satisfy the criteria for over time recognition is recognized as the work progresses.

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.

Costs incurred may include direct labor, direct materials, subcontractor costs and indirect costs, such as salaries and benefits, supplies and tools, equipment costs and insurance costs.

Indirect costs are charged to projects based upon direct costs and overhead allocation rates per dollar of direct costs incurred or direct labor hours worked.

Typically, customer contracts will include standard warranties that provide assurance that products and services will function as expected.

We do not sell separate warranties.

We have numerous contracts that are in various stages of completion which require estimates to determine the forecasted costs at completion.

Due to the nature of the work left to be performed on many of our contracts, the estimation of total cost at completion for fixed-price contracts is complex, subject to many variables and requires significant judgment.

Estimates of total cost at completion are made each period and changes in these estimates are accounted for prospectively as cumulative adjustments to revenue recognized in the current period.

If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made through a contract write-down for the total loss anticipated.

Change Orders

Contracts are often modified through change orders, which are changes to the agreed upon scope of work.

Most of our change orders, which may be priced or unpriced, are for goods or services that are not distinct from the existing contract due to the significant integration of services provided in the context of the contract and are accounted for as if they were part of that existing contract.

The effect of a change order on the contract price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis.

For unpriced change orders, we estimate the increase or decrease to the contract price using the variable consideration method described in the Step 3:

Determine Contract Price paragraph above.

Unpriced change orders are more fully discussed in Note 2 - Revenue of the Notes to Financial Statements.

Sometimes we seek claims for amounts in excess of the contract price for delays, errors in specifications and designs, contract terminations, change orders in dispute or other causes of additional costs incurred by us.

Recognition of amounts as additional contract price related to claims is appropriate only if there is a legal basis for the claim.

The determination of our legal basis for a claim requires significant judgment.

We estimate the change to the contract price using the variable consideration method described in the Step 3:

Determine Contract Price paragraph above.

Claims are more fully discussed in Part II.

Item 8-Financial Statements and Supplementary Data, Note 2 - Revenue.

Costs and estimated earnings in excess of billings on uncompleted contracts included revenue for unpriced change orders and claims of $9.7 million at June 30, 2023 and $8.9 million at June 30, 2022.

The amounts ultimately realized may be significantly different than the recorded amounts resulting in a material adjustment to future earnings.

Generally we expect collection of amounts related to unpriced change orders and claims within twelve months.

However, customers may not pay these amounts until final resolution of related claims, which may extend beyond one year.

Under the percentage-of-completion method, the use of estimated costs to complete each performance obligation is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for such performance obligations.

Significant estimates that impact the cost to complete each performance obligation are materials, components, equipment, labor and subcontracts;

labor productivity;

schedule durations, including subcontractor or supplier progress;

unpriced change orders;

contract disputes including claims;

achievement of contractual performance requirements;

and contingencies, among others.

The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on performance obligations in progress.

Due to the various estimates inherent in contract accounting, actual results could differ from those estimates, which could result in material changes to the Company’s Consolidated Financial Statements and related disclosures.

See Note 2 - Revenue for further discussion.

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.

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We perform our annual impairment test in the fourth quarter of each fiscal year, or in between annual tests whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable, to determine whether an impairment exists and to determine the amount of headroom.

We define "headroom" as the percentage difference between the fair value of a reporting unit and its carrying value.

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.

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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.

For the market approach, significant judgments and assumptions include the selection of guideline companies, forecasted guideline company EBITDA (as defined in Note 4 - Goodwill) and our forecasted EBITDA (as defined in Note 4 - Goodwill).

The use of alternate judgments and/or assumptions could result in a fair value that differs from our estimate and could result in the recognition of additional impairment charges in the financial statements.

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We performed our annual goodwill impairment test as of May 31, 2024, 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.

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.

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.

Subsequent to the completion of the May 31, 2023 annual impairment test, additional information regarding new project awards became available which would significantly improve the cash flows and fair values of certain reporting units including reporting units 1 and 4 (see table below) that were considered at a higher risk of impairment.

We considered the amount of headroom for each reporting unit when determining whether an impairment existed.

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Reporting Unit 4 $ 4,205 950% 910% 809% 886%

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.

Based on the indicated outcome of this project and our near-term outlook for the reporting unit, we performed an interim impairment test for the unit and concluded that its $12.3 million of goodwill was fully impaired.

The impairment was recognized in operating income during the three and six months ended December 31, 2022.

We use the asset and liability approach for financial accounting and reporting for income taxes.

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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.

Our estimates are based on facts and circumstances in existence as well as interpretations of existing tax regulations and laws applied to the facts and circumstances, with the help of professional tax advisors.

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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.

We use a case-by-case evaluation of the underlying data and update our evaluation as further information becomes known.

We believe that any amounts exceeding our recorded accruals should not materially affect our financial position, results of operations or liquidity.

Specific reserves are provided for loss contingencies to the extent we conclude that a loss is both probable and estimable.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis