What changed in this filing

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Item 1. Business

2025-09-10 compared with 2024-09-10 · 58 added, 50 removed, 127 unchanged (46% of the section changed)

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements, other than statements of historical facts, included in this Annual Report which address activities, events or developments, which we expect, believe or anticipate will or may occur in the future are forward-looking statements.

The words “believes,” “intends,” “expects,” “anticipates,” “projects,” “estimates,” “predicts” and similar expressions are also intended to identify forward-looking statements.

Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved.

Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors.

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.

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.

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

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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.

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.

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.

WEBSITE ACCESS TO REPORTS

Our public website is matrixservicecompany.com .

We make available free of charge through the "Investor Relations" section of our website our annual reports to stockholders, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, including exhibits, and amendments to those reports, as soon as reasonably practicable after we file or furnish to the SEC.

Any materials we file with or furnish to the SEC are also maintained on the SEC website ( sec.gov ).

The information contained on our website, or available by hyperlink from our website, is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC.

We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Such disclosures will be included in the "Investor Relations" section of our website.

Investors should monitor that section of our website for press releases, investor presentations, SEC filings and public conference calls and webcasts.

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 X account ( x.com/MatrixServiceCo ).

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.

Our purpose is to create long-term value for our employees, business partners, shareholders and communities everywhere.

We are committed to fulfilling our purpose by being a profitable, innovative, and growth-oriented company of choice for engineering, constructing, and maintaining essential energy and industrial infrastructure that delivers its services safely, with high quality, and on time, resulting in strong customer relationships.

Through our zero incident safety culture, commitment to execution excellence and highly skilled workforce, we share one goal:

to deliver the best to our customers, shareholders, employees and people across the globe who rely on the infrastructure we help design, build and maintain.

REPORTABLE SEGMENTS

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• 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.

primarily consists of engineering, procurement, fabrication, and construction services related to cryogenic and other specialty tanks and terminals for LNG, NGLs, hydrogen, ammonia, propane, butane, liquid nitrogen/liquid oxygen, and liquid petroleum.

We also perform work related to traditional aboveground crude oil and refined product storage tanks and terminals.

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primarily consists of engineering, procurement, fabrication, and construction services to support growing demand for LNG utility peak shaving facilities.

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.

also include emergency and storm restoration services.

We also perform power delivery work for public and private utilities, including construction of new substations, upgrades of existing substations, and maintenance.

We also provide construction services to a variety of power generation facilities, including natural gas fired facilities in simple or combined cycle configurations.

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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.

We also engineer and construct thermal vacuum test chambers for aerospace and defense industries and other infrastructure for industries including chemicals, petrochemical, sulfur, mining and minerals primarily in the extraction of non-ferrous metals, cement, agriculture, wastewater treatment facilities and other industrial customers.

STRATEGIC PRIORITIES

Our strategy is focused on delivering long-term value and profitable growth through focused execution, encapsulated within three core pillars:

Win Our differentiated capabilities and strong customer relationships position us to capitalize on multi-year spending cycles within LNG and NGL infrastructure, data centers, hydrogen storage and utility infrastructure.

We are focused on increasing our share within existing markets while strategically expanding into high-value adjacent sectors.

Execute Operational excellence is at the heart of our approach.

We are driving disciplined capital allocation, rigorous project execution, and a strong safety culture to convert backlog into high-quality revenue.

This enables us to expand margins, improve operating leverage, and achieve greater earnings potential.

Deliver By scaling revenue and enhancing operational efficiency, we are building a resilient platform designed to generate consistent performance and long-term value for our shareholders.

Matrix is well-positioned to benefit from ongoing infrastructure investment and modernization, supported by a proven track record, a strong balance sheet, and a commitment to transparency, performance, and disciplined capital allocation.

COMPETITIVE STRENGTHS

Our competitive strengths include our strong safety culture, industry leading expertise in complex storage infrastructure, full-service capabilities, long-term client relationships, high return of repeat customers, people/highly skilled workforce, commitment to execution excellence, and strong risk management practices.

OTHER BUSINESS MATTERS

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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.

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.

One customer accounted for $133.9 million or 17.4% of our consolidated revenue in fiscal 2025, which was primarily included in the Utilities and Power Infrastructure segment.

Another customer accounted for $80.8 million or 10.5% of our consolidated revenue in fiscal 2025, which was primarily included in the Storage and Terminal Solutions segment.

See Part II, Item 8.

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Our projects have durations ranging from a few days to multiple years.

Types of Contracts

We perform work for our customers under contracts with various compensation formats that include fixed-price, time-and-material, cost-plus, or some combination thereof.

Fixed-price contracts cover a defined scope of services for a fixed amount.

Time-and-material contracts generally allow services to be provided for agreed-upon hourly rates for labor and reimbursement of the costs of certain materials and equipment, plus fees.

Cost-plus contracts provide for reimbursement of the actual costs to perform work plus fees.

Fixed-price contracts typically present opportunities for higher margins, but carry a greater risk in terms of profitability because cost overruns may not be recoverable.

Time-and-material and cost-plus contracts generally have lower margins, but carry a lower risk of cost overruns.

Time-and-material and cost-plus contracts may also include not-to-exceed provisions that impose risk on cost recovery and profitability, or target price and other performance provisions that provide opportunity and risk on profitability.

A significant amount of our work is performed under contracts for specific projects on a fixed-price basis.

While we act as the prime contractor of full engineering, procurement, and construction ("EPC") scopes on many of our projects, we also execute a variety of contract scopes under various project delivery methods implemented by our customers, including but not limited to front-end engineering and design contracts, standalone engineering contracts, standalone fabrication contracts, standalone construction contracts, or some combination thereof, as well as and acting as a subcontractor to prime contractors for various scopes.

The Company also performs work under Master Service Agreements (“MSAs”), which allows us to provide more routine services to our customers on an as-needed basis, including but not limited to maintenance and repair services, typically priced using a time-and-material or cost-plus basis.

We compete with local, regional, national and international contractors and service providers.

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Turnarounds and planned outages at customer facilities are typically scheduled in the spring and the fall when the demand for energy is lower.

Within the Utility and Power Infrastructure segment, transmission and distribution work is generally scheduled by the public utilities when the demand for electricity is at its lowest.

Within the Utility and Power Infrastructure segment, power delivery work is generally scheduled by the public utilities when the demand for electricity is at its lowest.

Therefore, revenue volume in the summer months is typically lower than in other periods throughout the year.

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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.

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.

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.

Rising prices and the potential for equipment and materials shortages have created additional risk in bidding and executing work profitably.

Risk Factors, Risks Related to our Business and Operations, for more information.

We maintain insurance coverage for various aspects of our operations.

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Successful execution of our business strategy is dependent on attracting, developing, and retaining key employees who represent our core values and the communities we serve.

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.

Our people are our greatest resource.

Since 2016, we have been certified as a Great Place To Work®, both a point of pride and an invaluable tool for continuous improvement supporting our objective of remaining an employer of choice.

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.

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Of those employees, 633 were employed in office-based positions and 1,606 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.

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.

The location of our employees was as follows:

Region % of Global Workforce

United States 91 %

Other International 2 %

The percentage of our employees represented by trade unions as of June 30, 2025, was approximately 23%.

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Across all areas of our business, we maintain focus on compliance and doing the right thing, and integrity is essential to every aspect of our business, in both policy and practice.

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.

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

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Our TRIR was 0.51, 0.91, and 0.73 during fiscal years 2025, 2024, and 2023, respectively.

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.

Culture and Inclusion

maximum potential.

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 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.

In fiscal 2025, we continued to advance and strengthen our culture by continuing year-round learning opportunities on unconscious bias and other inclusion-specific topics through our education offerings available to all employees through Matrix University, our internal training and development program.

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.

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.

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.

Our ERGs also leverage data available through our participation in the Great Place To Work ® survey to identify areas for improvement specific to culture and inclusion.

Total Rewards Package

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We do not currently foresee any significant future capital spending relating to environmental matters.