Form 8-K

8-K — MATRIX SERVICE CO

Accession: 0000866273-26-000024

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000866273

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mtrx-20260506.htm (Primary)

EX-99 (a033126ex99earningsrelease.htm)

GRAPHIC (matrixslogoprimaryrgba01a05.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mtrx-20260506.htm · Sequence: 1

mtrx-20260506

0000866273false00008662732026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

__________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 6, 2026

___________________

Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

___________________

Delaware 001-15461 73-1352174

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

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

(Address of principal executive offices and zip code)

918-838-8822

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026 the Company issued a press release announcing financial results for the fiscal 2026 third quarter. The full text of the press release is attached as Exhibit 99 to this Current Report on Form 8-K. The information in this Item 2.02 and Exhibit 99 attached hereto is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Press release dated May 6, 2026, announcing financial results for the fiscal 2026 third quarter.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Matrix Service Company

Dated: May 6, 2026 By: /s/ Kevin S. Cavanah

Kevin S. Cavanah

Vice President and Chief Financial Officer

EX-99

Filename: a033126ex99earningsrelease.htm · Sequence: 2

Document

Exhibit 99

MATRIX SERVICE COMPANY REPORTS FISCAL YEAR 2026 THIRD QUARTER RESULTS

TULSA, OK – May 6, 2026 – Matrix Service Company (Nasdaq: MTRX), a leading provider of engineering and construction services to the energy and industrial markets, today announced financial results for the third quarter of fiscal 2026 ended March 31, 2026.

THIRD QUARTER FISCAL 2026 HIGHLIGHTS

•Revenue of $206.7 million

•Net income of $0.8 million, or $0.03 per diluted share

•Adjusted net income(1) of $3.8 million, or $0.13 per diluted share

•Adjusted EBITDA(1) of $4.9 million

•Liquidity at March 31, 2026 of $297.2 million with no outstanding debt

•Total backlog of $1.0 billion, with awards of $108.3 million

•Updates fiscal 2026 revenue guidance in a range of between $870 million and $890 million

(1) Adjusted net income and adjusted net income per diluted share are non-GAAP financial measures which exclude restructuring expense, Adjusted EBITDA is a non-GAAP financial measure which excludes interest expense, interest income, income taxes, depreciation and amortization expense, restructuring expense, and stock-based compensation. See the Non-GAAP Financial Measures section included at the end of this release for a reconciliation to net income and net income per share.

MANAGEMENT COMMENTARY

"During the fiscal third quarter, our team demonstrated strong project execution and operational focus, culminating in a return to profitability," said John Hewitt, President and Chief Executive Officer.

“Although our third quarter revenue was affected by client-related engineering and permitting delays, as well as severe weather, our strong project execution and improved cost structure enabled us to achieve adjusted diluted earnings per share of $0.13.

“While the pace of new awards was subdued during the third quarter, among the awards are an increasing number that are related to high-demand verticals including more than $30 million in increased electrical infrastructure and grid-related investments being driven in part by data center demand. Subsequent to the close of the quarter, we also received a limited notice to proceed for a major mining project on the west coast, which will begin in Q4 of this fiscal year and support revenue throughout fiscal 2027.

“Overall bidding activity remained steady, and our project opportunity pipeline remains healthy at more than $6.9 billion, reflecting multi-year opportunities across our core LNG markets, mining and minerals, power generation, and data center–related infrastructure.

“Due to the combined impact of client and weather-related delays on booked work in the third quarter, we have elected to lower our full-year fiscal 2026 revenue guidance. These project activities will move into later periods. Our return to profitability marks an important inflection point as we remain focused on continuous improvement.

"Under the leadership and organizational vision of incoming President and CEO Shawn Payne, the business is undertaking further streamlining to assure it is well positioned to build on its strong legacy and deliver sustainable profitable growth and long-term value creation.”

FISCAL 2026 THIRD QUARTER CONSOLIDATED RESULTS

Fiscal 2026 third quarter revenue was $206.7 million, compared to $200.2 million in the third quarter of fiscal 2025. The increase in revenue for the quarter was attributable to higher revenue in the Storage and Terminal Solutions segment, partially offset by lower revenue in the Processing and Industrial Facilities segment and the impact of client-related delays and severe weather events in the quarter.

Gross profit was $17.2 million, or 8.3% of revenue, in the third quarter of fiscal 2026 compared to $12.9 million, or 6.4% of revenue, for the third quarter of fiscal 2025. The increase in gross margin was due to higher gross margins in the Storage and Terminal Solutions and Utility and Power Infrastructure segments, partially offset by lower gross margins in the Process and Industrial Facility segment.

SG&A expenses were $15.2 million in the third quarter of fiscal 2026, compared to $17.7 million for the third quarter of fiscal 2025. The decrease in SG&A expenses primarily reflects the reduction of costs associated with the Company's organizational realignment initiatives over the last 12 months. Additionally, stock compensation expense decreased by $1.0 million primarily as a result of executive separations during the period.

During the quarter, the Company incurred $3.0 million of restructuring costs and other expenses associated with the previously announced CEO leadership transition and a lease impairment.

For the third quarter of fiscal 2026, the Company had net income of $0.8 million, or $0.03 per share, compared to a net loss of $3.4 million, or $(0.12) per share, in the third quarter of fiscal 2025. Adjusted net income for the third quarter of fiscal 2026 was $3.8 million, or $0.13 per share, compared to adjusted net loss of $3.3 million, or $(0.12) per share in the third quarter of fiscal 2025. Adjusted EBITDA for the third quarter of fiscal 2026 was $4.9 million compared to $0.01 million for the third quarter of fiscal 2025.

FISCAL 2026 THIRD QUARTER SEGMENT RESULTS

Storage and Terminal Solutions segment revenue increased 16% to $111.6 million in the third quarter of fiscal 2026 compared to $96.1 million in the third quarter of fiscal 2025, due to higher LNG project activity. Gross margin was 7.0% in the third quarter of fiscal 2026, compared to 3.9% in the third quarter of fiscal 2025. Segment gross margin was driven by increased project activity, as well as improved project execution and fixed cost absorption.

Utility and Power Infrastructure segment revenue increased 2% to $60.0 million in the third quarter of fiscal 2026 compared to $58.7 million in the third quarter of fiscal 2025. Gross margin was 13.6% in the third quarter of fiscal 2026, compared to 9.4% for the third quarter of fiscal 2025, an increase of 4.2% due to improved project execution throughout the segment.

Process and Industrial Facilities segment revenue decreased to $35.1 million in the third quarter of fiscal 2026 compared to $45.4 million in the third quarter of fiscal 2025, primarily due to lower revenue volumes for thermal vacuum chambers, refinery work, and industrial facilities. Gross margin was 2.5% in the third quarter of fiscal 2026, compared to 8.3% for the third quarter of fiscal 2025, a decrease of 5.8%, primarily due to a mix of work and the settlement of a legacy legal matter.

BACKLOG

The Company’s backlog was $1.0 billion as of March 31, 2026. Project awards totaled $108.3 million in the third quarter of fiscal 2026, resulting in a book-to-bill ratio of 0.5x for the quarter. Project awards during the third quarter for fiscal 2026 were driven primarily by activity in the Utility and Power Infrastructure segment, which produced a book-to-bill ratio of 0.8x.

The table below summarizes our awards, book-to-bill ratios and backlog by segment for our third quarter ended March 31, 2026 (amounts are in thousands, except for book-to-bill ratios):

Three Months Ended Backlog as of

March 31, 2026

Segment: Awards

Book-to-Bill(1)

March 31, 2026

Storage and Terminal Solutions

$ 37,535 0.3x $ 747,322

Utility and Power Infrastructure

46,633 0.8x 189,447

Process and Industrial Facilities

24,135 0.7x 91,898

Total $ 108,303 0.5x $ 1,028,667

(1)Calculated by dividing project awards by revenue recognized during the period.

BALANCE SHEET & LIQUIDITY

As of March 31, 2026, Matrix had total liquidity of $297.2 million. Liquidity is comprised of $233.0 million of unrestricted cash and cash equivalents and $64.2 million of borrowing availability under the credit facility. The Company also has $25.0 million of restricted cash to support the credit facility. As of March 31, 2026, the Company had no outstanding debt.

FISCAL YEAR 2026 FINANCIAL GUIDANCE

The following forward-looking guidance reflects the Company’s current expectations and beliefs as of May 6, 2026. Various factors outside of the Company's control may impact the Company's revenue and business. These include the timing of project awards and starts which may be impacted by market fundamentals, client decision-making, permitting, and federal trade and environmental policy uncertainty. The following statements apply only as of the date of this disclosure and are expressly qualified in their entirety by the cautionary statements included elsewhere in this document.

Today, Matrix provided an update to its fiscal year 2026 revenue guidance, representing a 2% decrease at the mid-point:

Fiscal Year 2025 Fiscal Year 2026 Fiscal Year 2026

Actual Previous Guidance Current Guidance % Increase

Revenue $769.3 million $875 - $925 million $870 - $890 million 13% - 16%

CONFERENCE CALL DETAILS

In conjunction with the earnings release, Matrix Service Company will host a conference call with John R. Hewitt, President and CEO, Shawn P. Payne, COO and incoming President and CEO, and Kevin S. Cavanah, Vice President and CFO. The call will take place at 10:30 a.m. (Eastern) / 9:30 a.m. (Central) on Thursday, May 7, 2026.

Investors and other interested parties can access a live audio-visual webcast using this webcast link: https://edge.media-server.com/mmc/p/ik8noh3t, or through the Company’s website at www.matrixservicecompany.com on the Investors Relations page under Events & Presentations.

If you would like to dial in to the conference call, please register at https://register-conf.media-server.com/register/BIeb6cbc1edb2f434bb9be4da0d1fb5935 at least 10 minutes prior to the start time. Upon registration, participants will receive a dial-in number and unique PIN to join the call as well as an e-mail confirmation with the details.

For those unable to participate in the conference call, a replay of the webcast will be available on the Investor Relations page of the Company's website.

The conference call will be recorded and will be available for replay within one hour of completion of the live call and can be accessed following the same link as the live call.

ABOUT MATRIX SERVICE COMPANY

Matrix Service Company (Nasdaq: MTRX) is a leading specialty engineering and construction company whose commitment to safety, quality, and integrity has earned the Company a leadership position in providing infrastructure solutions across multiple end markets. Our work is foundational to helping our energy and industrial clients achieve their objectives, positively impact quality of life through the products they provide and improve the efficiency and resilience of their critical infrastructure. We pride ourselves on our commitment to our culture and core values, offering an inclusive and respectful work environment, and being certified as a Great Place To Work®.

The Company is headquartered in Tulsa, Oklahoma with offices located throughout the United States and Canada, as well as Sydney, Australia, and Seoul, South Korea. The Company reports its financial results in three key operating segments: Storage and Terminal Solutions, Utility and Power Infrastructure, and Process and Industrial Facilities.

To learn more about Matrix Service Company, visit matrixservicecompany.com

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as “anticipate,” “continues,” “expect,” “forecast,” “outlook,” “believe,” “estimate,” “should” and “will” and words of similar effect that convey future meaning, concerning the Company’s operations, economic performance, financial guidance, sustained profitable growth and management’s best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including the successful implementation of the Company's business improvement plan and the factors discussed in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in the Company’s reports and filings made from time to time with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond the control of the Company, and any one of which, or a combination of which, could materially and adversely affect the results of the Company's operations and its financial condition. We undertake no obligation to update information contained in this release, except as required by law.

Investors should note that the Company announces material financial information in SEC filings, press releases, presentations and public conference calls. Based on guidance from the SEC, the Company may use the Investors section of its website (www.matrixservicecompany.com) to communicate with investors, and the Company intends to post presentations there, among other things. It is possible that the financial and other information posted there could be deemed to be material information. The information on the Company’s website is not part of, and is not incorporated into, this release.

INVESTOR RELATIONS CONTACT

Patrick Roberts

Director, Corporate Development and Investor Relations

T: 918-359-8249

Email: ir@matrixservicecompany.com

Matrix Service Company

Consolidated Statements of Income

(In thousands, except per share data)

Three Months Ended Nine Months Ended

March 31,

2026 March 31,

2025 March 31,

2026 March 31,

2025

Revenue $ 206,709 $ 200,161 $ 629,101 $ 552,909

Cost of revenue 189,556 187,311 584,631 521,354

Gross profit 17,153 12,850 44,470 31,555

Selling, general and administrative expenses 15,215 17,726 46,661 53,592

Restructuring costs and other 2,986 124 6,536 124

Operating loss (1,048) (5,000) (8,727) (22,161)

Other income (expense):

Interest expense (85) (134) (330) (368)

Interest income 2,190 1,518 5,535 4,668

Other (187) 182 67 (313)

Income (loss) before income tax expense 870 (3,434) (3,455) (18,174)

Provision for federal, state and foreign income taxes 35 — 267 16

Net income (loss) $ 835 $ (3,434) $ (3,722) $ (18,190)

Basic income (loss) per common share $ 0.03 $ (0.12) $ (0.13) $ (0.66)

Diluted income (loss) per common share $ 0.03 $ (0.12) $ (0.13) $ (0.66)

Weighted average common shares outstanding:

Basic 28,380 27,836 28,262 27,731

Diluted 28,533 27,836 28,262 27,731

Matrix Service Company

Consolidated Balance Sheets

(In thousands)

March 31,

2026 June 30,

2025

Assets

Current assets:

Cash and cash equivalents $ 233,021 $ 224,641

Accounts receivable, net of allowance for credit losses 139,042 154,994

Costs and estimated earnings in excess of billings on uncompleted contracts 24,917 29,764

Inventories 6,009 5,917

Income taxes receivable — 110

Prepaid expenses and other current assets 7,917 4,347

Assets held for sale 1,128 —

Total current assets 412,034 419,773

Restricted cash 25,000 25,000

Property, plant and equipment, net 37,255 42,097

Operating lease right-of-use assets 14,030 17,827

Goodwill 28,932 29,047

Other intangible assets, net of accumulated amortization 12 555

Other assets, non-current 99,287 65,957

Total assets $ 616,550 $ 600,256

Matrix Service Company

Consolidated Balance Sheets (continued)

(In thousands, except share data)

March 31,

2026 June 30,

2025

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable $ 90,140 $ 80,453

Billings on uncompleted contracts in excess of costs and estimated earnings 340,704 323,593

Accrued wages and benefits 16,266 18,961

Accrued insurance 4,378 5,310

Operating lease liabilities 4,584 4,441

Other accrued expenses 4,125 3,617

Total current liabilities 460,197 436,375

Deferred income taxes 150 25

Operating lease liabilities 14,110 16,986

Other liabilities, non-current 2,673 4,154

Total liabilities 477,130 457,540

Commitments and contingencies

Stockholders’ equity:

Common stock — $0.01 par value; 60,000,000 shares authorized; 28,128,405 shares issued and outstanding at March 31, 2026; 27,888,217 shares issued and 27,610,486 shares outstanding as of June 30, 2025, respectively;

281 279

Additional paid-in capital 148,756 149,969

Retained earnings 757 4,479

Accumulated other comprehensive loss (10,374) (9,403)

Treasury stock, at cost — 0 shares as of March 31, 2026 and 277,731 shares as of June 30, 2025;

— (2,608)

Total stockholders' equity 139,420 142,716

Total liabilities and stockholders’ equity $ 616,550 $ 600,256

Matrix Service Company

Condensed Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended Nine Months Ended

March 31,

2026 March 31,

2025 March 31,

2026 March 31,

2025

Operating activities:

Net income (loss) $ 835 $ (3,434) $ (3,722) $ (18,190)

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

Depreciation and amortization 2,011 2,513 6,704 7,538

Stock-based compensation expense 1,413 2,186 5,476 6,754

Operating lease impairment due to restructuring 886 — 2,415 —

Gain on disposal of property, plant and equipment (130) (58) (457) (122)

Other (103) 127 236 108

Changes in operating assets and liabilities increasing (decreasing) cash:

Accounts receivable, net of allowance for credit losses 60,918 (69,872) (16,042) (88,802)

Costs and estimated earnings in excess of billings on uncompleted contracts 366 (3,856) 4,847 (4,674)

Inventories 853 768 (92) 2,450

Other assets and liabilities 2,575 1,843 (5,311) (5,120)

Accounts payable 1,510 (1,519) 9,152 12,955

Billings on uncompleted contracts in excess of costs and estimated earnings (42,193) 95,120 17,111 161,349

Accrued expenses 5,221 7,429 (4,600) 2,517

Net cash provided by operating activities 34,162 31,247 15,717 76,763

Investing activities:

Capital expenditures (917) (2,566) (4,104) (5,425)

Proceeds from sale of property, plant and equipment 999 74 1,483 237

Net cash provided (used) by investing activities 82 (2,492) (2,621) (5,188)

Financing activities:

Payment of debt amendment fees — — (149) —

Proceeds from issuance of common stock under employee stock purchase plan 46 47 144 149

Payments related to tax withholding for stock-based compensation — — (4,223) (1,235)

Net cash provided (used) by financing activities 46 47 (4,228) (1,086)

Effect of exchange rate changes on cash (233) (38) (488) (563)

Net increase in cash and cash equivalents 34,057 28,764 8,380 69,926

Cash, cash equivalents and restricted cash, beginning of period 223,964 181,777 249,641 140,615

Cash, cash equivalents and restricted cash, end of period $ 258,021 $ 210,541 $ 258,021 $ 210,541

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Income taxes $ 60 $ 21 $ 94 $ 39

Interest $ 80 $ 84 $ 300 $ 316

Matrix Service Company

Results of Operations

(In thousands)

Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Corporate Total

Three Months Ended March 31, 2026

Total revenues (1)

$ 111,621 $ 59,963 $ 35,125 $ — $ 206,709

Cost of revenue (103,849) (51,801) (34,238) 332 (189,556)

Gross profit (loss) 7,772 8,162 887 332 17,153

Selling, general and administrative expenses 5,312 2,074 1,503 6,326 15,215

Restructuring costs and other 4 902 94 1,986 2,986

Operating income (loss) $ 2,456 $ 5,186 $ (710) $ (7,980) $ (1,048)

(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and were $1.4 million for the three months ended March 31, 2026.

Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Corporate Total

Three Months Ended March 31, 2025

Total revenue (1)

$ 96,054 $ 58,676 $ 45,431 $ — $ 200,161

Cost of revenue (92,323) (53,139) (41,672) (177) (187,311)

Gross profit (loss) 3,731 5,537 3,759 (177) 12,850

Selling, general and administrative expenses 6,344 2,536 2,142 6,704 17,726

Restructuring costs and other — 124 — — 124

Operating income (loss) $ (2,613) $ 2,877 $ 1,617 $ (6,881) $ (5,000)

(1) Total revenues are net of inter-segment revenues which are primarily Process and Industrial Facilities and were $1.1 million for the three months ended March 31, 2025.

Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Corporate Total

Nine Months Ended March 31, 2026

Total revenue (1)

$ 320,932 $ 209,870 $ 98,299 $ — $ 629,101

Cost of revenue (301,909) (187,696) (94,764) (262) (584,631)

Gross profit (loss) 19,023 22,174 3,535 (262) 44,470

Selling, general and administrative expenses 16,283 7,293 4,383 18,702 46,661

Restructuring costs and other 1,882 1,576 870 2,208 6,536

Operating income (loss) $ 858 $ 13,305 $ (1,718) $ (21,172) $ (8,727)

(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and were $3.0 million for the nine months ended March 31, 2026.

Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Corporate Total

Nine Months Ended March 31, 2025

Total revenue (1)

$ 269,800 $ 175,664 $ 107,445 $ — $ 552,909

Cost of revenue (254,100) (165,411) (101,319) (524) (521,354)

Gross profit (loss) 15,700 10,253 6,126 (524) 31,555

Selling, general and administrative expenses 17,480 10,073 5,585 20,454 53,592

Restructuring costs and other — 124 — — 124

Operating income (loss) $ (1,780) $ 56 $ 541 $ (20,978) $ (22,161)

(1) Total revenues are net of inter-segment revenues which are primarily Process and Industrial Facilities and were $2.8 million for the nine months ended March 31, 2025

Backlog

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 or other type of assurance that we consider firm. The following arrangements are considered firm:

•fixed-price awards;

•minimum customer commitments on cost plus arrangements; and

•certain time and material arrangements in which the estimated value is firm or can be estimated with a reasonable amount of certainty in both timing and amounts.

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 limited notice to proceed, we include the entire scope of work in our backlog if we conclude that the likelihood of the full project proceeding as high. For all other arrangements, we calculate backlog as the estimated contract amount less revenue recognized as of the reporting date.

Three Months Ended March 31, 2026

Storage and Terminal Solutions Utility and Power Infrastructure Process and Industrial Facilities Total

(In thousands)

Backlog as of December 31, 2025 $ 821,408 $ 202,777 $ 102,888 $ 1,127,073

Project awards 37,535 46,633 24,135 108,303

Revenue recognized (111,621) (59,963) (35,125) (206,709)

Backlog as of March 31, 2026 $ 747,322 $ 189,447 $ 91,898 $ 1,028,667

Book-to-Bill Ratio(1)

0.3x 0.8x 0.7x 0.5x

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

Nine Months Ended March 31, 2026

Storage and Terminal

Solutions Utility and Power Infrastructure Process and Industrial Facilities Total

(In thousands)

Backlog as of June 30, 2025 $ 770,095 $ 346,384 $ 265,629 $ 1,382,108

Project awards 298,159 97,172 77,288 472,619

Other adjustment(2)

— (44,239) (152,720) (196,959)

Revenue recognized (320,932) (209,870) (98,299) (629,101)

Backlog as of March 31, 2026 $ 747,322 $ 189,447 $ 91,898 $ 1,028,667

Book-to-Bill Ratio 0.9x 0.5x 0.8x 0.8x

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

(2)Previous project awards removed from backlog.

Non-GAAP Financial Measures

Adjusted Net Income (Loss)

We have presented Adjusted net income (loss), which we define as Net income (loss) before Restructuring costs and other expenses, and the tax impact of this adjustment, because we believe it better depicts our core operating results. We believe that the line item on our Consolidated Statements of Income entitled “Net income (loss)” is the most directly comparable GAAP measure to Adjusted net income (loss). Since Adjusted net income (loss) 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 income (loss) as an indicator of operating performance. Adjusted net income (loss), 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 net income (loss) excludes certain financial information compared with Net income (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 net income (loss), has certain material limitations as follows:

•It does not include restructuring costs and other expenses. Restructuring costs represent material costs that were incurred and are oftentimes cash expenses. Therefore, any measure that excludes restructuring costs has material limitations.

A reconciliation of Net income (loss) to Adjusted net income (loss) follows:

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)

(In thousands, except per share data)

Three Months Ended Nine Months Ended

March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025

Net income (loss), as reported $ 835 $ (3,434) $ (3,722) $ (18,190)

Restructuring costs and other 2,986 124 6,536 124

Tax impact of adjustments and other net tax items(1)

— — — —

Adjusted net income (loss) $ 3,821 $ (3,310) $ 2,814 $ (18,066)

Income (loss) per fully diluted share, as reported $ 0.03 $ (0.12) $ (0.13) $ (0.66)

Adjusted income (loss) per fully diluted share $ 0.13 $ (0.12) $ 0.10 $ (0.65)

(1)Represents the tax impact of the adjustments to Net loss, calculated using the applicable effective tax rate of the adjustment. Due to the existence of valuation allowances on our deferred tax assets and net operating losses, there was no tax impact of any of the adjustments in any period presented.

Adjusted EBITDA

We have presented Adjusted EBITDA, which we define as net loss before gain on sale of assets, stock-based compensation, interest expense, interest income, 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 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 interest income. Because we have cash invested in certain investment accounts and we will have earned interest income on these investments, any measure that excludes interest income 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.

•It does not include restructuring costs. Restructuring costs represent material costs that were incurred and are oftentimes cash expenses. Therefore, any measure that excludes restructuring costs has material limitations.

•It does not include equity-settled stock-based compensation expense. 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 historically release vested shares out of our treasury stock, which has been replenished by using cash to periodically repurchase our stock. Therefore, any measure that excludes stock-based compensation has material limitations.

A reconciliation of Net loss to Adjusted EBITDA follows:

Reconciliation of Net Loss to Adjusted EBITDA

(In thousands)

Three Months Ended Nine Months Ended

March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025

Net income (loss) $ 835 $ (3,434) $ (3,722) $ (18,190)

Interest expense 85 134 330 368

Interest income (2,190) (1,518) (5,535) (4,668)

Provision for federal, state and foreign income taxes 35 — 267 16

Depreciation and amortization 2,011 2,513 6,704 7,538

Restructuring costs and other(2)

2,686 124 6,236 124

Stock-based compensation(1)

1,413 2,186 5,476 6,754

Adjusted EBITDA $ 4,875 $ 5 $ 9,756 $ (8,058)

(1)Represents only the equity-settled portion of our stock-based compensation expense.

(2)Restructuring costs excludes equity-settled stock-based compensation expense incurred in conjunction with employee terminations.

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