Matrix Service Company

PURPOSE
To create long-term value
for our employees,
business partners, shareholders,
and communities everywhere.
COMMITMENT TO SAFETY
INTEGRITY
POSITIVE RELATIONSHIPS
STEWARDSHIP
COMMUNITY INVOLVEMENT
DELIVER THE BEST
VALUES
TO FULFILL THIS PURPOSE
We must be a profitable, innovative, and growth-oriented 
company of choice for engineering, constructing, and 
maintaining energy and industrial infrastructure that
delivers its services safely, with high quality, and on time, 
resulting in strong customer relationships.

Fiscal 2024 was a milestone year for Matrix Service Company 
as we celebrated our 40th year in business. Guided by 
our core values, our journey has been defined by the 
commitment and expertise of our people, the enduring 
relationships we have established with our clients, and the 
ongoing support and engagement of our investors. 
The infrastructure our teams design, build, and maintain serve as the backbone to 
ever-increasing global demand for both energy and the manufacture of products 
that are vital to providing quality of life. And just as our clients have innovated and 
evolved to support this increasing demand, so too has Matrix. Since inception, we 
have strategically expanded our services across traditional and emerging markets 
through both organic growth and acquisitions and we continue to methodically 
deepen our bench strength to support the ever-changing energy environment.
Today, global megatrends are driving significant demand for energy and industrial 
infrastructure, providing Matrix with a long runway and a multi-billion-dollar 
project opportunity pipeline that requires the leading expertise we provide. 
Against this backdrop, we are supporting traditional energy and industrial 
infrastructure while also retrofitting and constructing processing and storage 
facilities for biofuels and other renewables. We are performing FEL and FEED 
studies for larger storage solutions that support new forms of energy; designing 
and constructing greenfield facilities for liquid natural gas, natural gas liquids, 
hydrogen, and ammonia; and providing transmission and distribution services to 
support the electrification of everything.
Our clients, which include large domestic and international energy and industrial 
companies, public and private utilities, and regionally based companies and 
developers, consistently choose Matrix for their projects based on the expertise of 
our teams and the quality of work we provide. The result is significant stability in 
our backlog and opportunity pipeline, and affirmation of our strategies for growth 
and long-term sustainability.
THAT SAID, FISCAL 2024 WAS NOT WITHOUT ITS CHALLENGES. Foremost 
was an increase in safety incidents and, most tragically, the loss of a long-time 
employee to a job site fatality. As an important part of our response, we have 
engaged third-party experts to provide us with a different perspective and help 
PROJECT AWARDS
BOOK-TO-BILL
BACKLOG
A MESSAGE FROM
JOHN R. HEWITT
PRESIDENT AND CEO 
1. 5x
1.7x
1.2x
$1. 1B
$1.3B
$834.7M
$1. 4B
$1.1B
$589.5M
PROJECT AWARDS
BOOK-TO-BILL
BACKLOG
FY 2022
FY 2024
FY 2023
FY 2022
FY 2024
FY 2023
FY 2022
FY 2024
FY 2023
FY 2022
FY 2024
FY 2023
FY 2022
FY 2024
FY 2023
FY 2022
FY 2024
FY 2023

develop strategies to strengthen our safety culture 
enterprise wide. Our thoughts remain with our 
employee’s family, friends, and co-workers as 
we work to further strengthen our safety culture 
and reaffirm our determination to ensure our 
employees, subcontractors, clients, and others who 
may be on our job sites are safe.
Operationally, the company’s financial results
were impacted by lower revenue volume and 
under-absorption of construction overhead
costs as several large projects already in
backlog were slow to start. 
Despite these challenges, we continued to 
strengthen our balance sheet. We generated 
positive cash flow from operations and improved 
our overall liquidity by $77 million, or 83.2
percent, compared to fiscal 2023, reflecting
our continued focus on efficiently managing 
capital and maintaining financial stability. 
We also continued to invest in systems and 
processes to further leverage our recently 
streamlined organization, including our Center
of Excellence and use of shared services.
Among our areas of focus: achieving maximum 
quality and efficiency in end-to-end project 
management and execution; advancing our
global supply chain organization to drive 
compliance and performance, reduce risks,
and enrich our supplier diversity spend; and 
ensuring we are able to meet future federal and 
state reporting requirements specific to
sustainability.
A BRIGHT FUTURE. We begin fiscal 2025 with 
record backlog of $1.4 billion, a strong opportunity 
pipeline, and a streamlined organization poised for 
continued growth. We have reached an inflection 
point that will allow for revenue generation and 
efficient use of our cost structure over a multi-year 
period, with expected gross margins within our 
historical range. Combining expected forthcoming 
revenues from strong project execution and 
conversion of backlog, we believe the company is 
on a trajectory of upward growth and profitability. 
At Matrix, we are committed to upholding 
the highest standards of safety, quality, and 
service. We will stay focused on our strategy, 
maintain a strong balance sheet, and deliver 
outstanding service to our clients as we pursue the 
opportunities we see in the market to support our 
long-term growth objectives. 
In closing, I am deeply grateful for the contribu-
tions and commitment of our employees, for the 
continued confidence placed in us by our clients 
whose loyalty inspires us to push the boundaries 
of excellence in every critical infrastructure project 
we undertake, and for you, our stockholders, who 
remain committed to Matrix Service Company. 
Thank you for being an integral part of our story.
JOHN R. HEWITT
President and Chief Executive Officer

CORPORATE OFFICES
15 E. 5th St., Ste. 1100
Tulsa, OK 74103
Phone: 918 838 8822
Fax: 918 838 8810
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders
will be virtual and held on
November 5th, 2024 at 10:00 a.m. CT.
To attend virtually please visit:
VirtualShareholderMeeting.com/MTRX2024
STOCK TRANSFER AGENT & REGISTRAR
Computershare Trust Company, N.A.
250 Royall St.
Canton, MA 02021
WEBSITES
MatrixServiceCompany.com
MatrixPDM.com
MatrixNAC.com
MatrixService.com
MatrixAppliedTech.com
COMMON STOCK DATA
Matrix Service Company’s Common
Stock is traded on NASDAQ
Global Select Market under the
Ticker Symbol: “MTRX”
INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
Deloitte & Touche LLP
6100 S. Yale Ave., Ste. 2010
Tulsa, OK 74136
INVESTOR AND MEDIA RELATIONS, 
STOCKHOLDER RELATIONS
& AVAILABLE INFORMATION
Matrix Service Company’s Annual Report
on Form 10-K filed with the Securities
and Exchange Commission may be
obtained by writing to:
Kevin S. Cavanah
Vice President and Chief Financial Officer
Matrix Service Company
15 E. 5th St., Ste. 1100
Tulsa, OK 74103
SHAREHOLDER INFORMATION

 
 
 
 
 
 
 
 
 
 
 
(This page has been left blank intentionally.) 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2024
or
□
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from
to
Commission File No. 001-15461
MATRIX SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
73-1352174
(I.R.S. Employer Identification No.)
15 E. 5th Street, Suite 1100
Tulsa, Oklahoma
(Address of Principal Executive Offices)
74103
(Zip Code)
Registrant’s telephone number, including area code: (918) 838-8822
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
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes □No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes □No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes ☒No □
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒No □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of ‘‘large accelerated filer’’, ‘‘accelerated filer’’, ‘‘smaller reporting company’’, and
‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.
Large accelerated filer
□
Accelerated filer
☒
Non-accelerated filer
□
Smaller reporting company
☒
Emerging growth company
□
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
□
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
□
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
□
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes □No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the price at which the common stock
was last sold as of the last business day of the registrant’s most recently completed second quarter was approximately $256.4 million.
The number of shares of the registrant’s common stock outstanding as of September 9, 2024 was 27,548,310 shares.
Documents Incorporated by Reference
Certain sections of the registrant’s definitive proxy statement relating to the registrant’s 2024 annual meeting of stockholders, which definitive proxy
statement will be filed within 120 days of the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K.


TABLE OF CONTENTS
 
 
 
Page
Part I
Item 1.
Business
2
Item 1A.
Risk Factors
8
Item 1B.
Unresolved Staff Comments
17
Item 1C.
Cybersecurity
17
Item 2.
Properties
19
Item 3.
Legal Proceedings
20
Item 4.
Mine Safety Disclosures
20
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 
Securities
21
Item 6.
Reserved
22
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 8.
Financial Statements and Supplementary Data
36
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
73
Item 9A.
Controls and Procedures
73
Item 9B.
Other Information
73
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
73
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
74
Item 11.
Executive Compensation
74
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
74
Item 13.
Certain Relationships and Related Transactions, and Director Independence
74
Item 14.
Principal Accounting Fees and Services
74
Part IV
Item 15.
Exhibits and Financial Statement Schedules
75
Item 16.
Form 10-K Summary
77
Signatures
78
1

PART I
Item 1. Business
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.
2

BACKGROUND
We began operations in 1984 as an Oklahoma corporation under the name of Matrix Service.  In 1989, we incorporated in the 
State of Delaware under the name of Matrix Service Company, and in 1990 we began trading on the NASDAQ exchange.  We 
provide engineering, fabrication, construction, and maintenance services to support critical energy infrastructure and industrial 
markets.  We maintain regional offices throughout the United States, Canada and other international locations, and operate 
through separate union and non-union subsidiaries.
We operate in all 50 states, in four Canadian provinces and in other international locations.  Our principal executive offices are 
located at 15 E. 5th Street, Suite 1100, Tulsa, Oklahoma 74103.  Our telephone number is (918) 838-8822.  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.
REPORTABLE SEGMENTS
We operate our business through three reportable segments:
•
Storage and Terminal Solutions: primarily consists of engineering, procurement, fabrication, and construction 
services related to cryogenic and other specialty tanks and terminals for liquefied natural gas ("LNG"), natural gas 
liquids ("NGLs"), hydrogen, ammonia, propane, butane, liquid nitrogen/liquid oxygen, and liquid petroleum.  We also 
perform work related to traditional aboveground crude oil and refined product storage tanks and terminals.  This 
segment also includes terminal balance of plant work, truck and rail loading/offloading facilities, and marine structures 
as well as storage tank and terminal maintenance and repair. Finally, we manufacture and sell precision engineered 
specialty tank products, including geodesic domes, aluminum internal floating roofs, floating suction and skimmer 
systems, roof drain systems and floating roof seals.
•
Utility and Power Infrastructure: 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. Work may 
3

also include emergency and storm restoration services.  We also provide construction services to a variety of power 
generation facilities, including natural gas fired facilities in simple or combined cycle configurations.
•
Process and Industrial Facilities: 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. 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.
OTHER BUSINESS MATTERS
Customers and Marketing
We provided services to approximately 270 customers in fiscal 2024.  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. See Part 
II, Item 8. Financial Statement and Supplementary Data, Note 13 - Segment Information, for more information about 
concentration of revenue by segment.
We market our services and products primarily through our marketing and business development personnel, senior professional 
staff and our operating management. We competitively bid most of our projects; however, we have a number of preferred 
provider relationships with customers who award us work through long-term agreements. Our projects have durations ranging 
from a few days to multiple years.
Competition
We compete with local, regional, national and international contractors and service providers. Competitors vary with the 
markets we serve. Few competitors compete in all of the markets we serve or provide all of the services we provide. Contracts 
are generally awarded based on price, quality, safety performance, schedule, experience and customer satisfaction.
Seasonality and Other Factors
Our operating results can exhibit seasonal fluctuations, especially in our Process and Industrial Facilities segment, for a variety 
of reasons. 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. Therefore, revenue volume in the 
summer months is typically lower than in other periods throughout the year.
Our business can also be affected, both positively and negatively, by seasonal factors such as energy demand or weather 
conditions including hurricanes, snowstorms, and abnormally low or high temperatures.  Some of these seasonal factors may 
cause some of our offices and projects to close or reduce activities temporarily. In addition to the above noted factors, the 
general timing of project starts and completions could exhibit significant fluctuations.
Other factors impacting operating results in all segments come from decreased work volume during holidays, work site 
permitting delays or customers accelerating or postponing work. The differing types, sizes, and durations of our contracts, 
combined with their geographic diversity and stages of completion, often results in fluctuations in our operating results.
Our overhead cost structure is generally fixed in the short term. Significant fluctuations in revenue volume usually leads to over 
or under recovery of fixed overhead costs, which can have a material impact on our gross margin and profitability.
Material Sources and Availability
We depend on the availability of certain equipment and materials for our projects, including, but not limited to, structural steel, 
steel piping, rebar, valves, copper, electrical components, fabricated products and equipment, and delivery freight.  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.  
4

Rising prices and the potential for equipment and materials shortages have created additional risk in bidding and executing 
work profitably.
Insurance
We maintain insurance coverage for various aspects of our operations. However, exposure to potential losses is retained 
through the use of deductibles, self-insured retentions and coverage limits.
Typically our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our 
services and provide warranties for materials. We may also be required to name the customer as an additional insured up to the 
limits of insurance available, to purchase special insurance policies or surety bonds for specific customers or to provide letters 
of credit in lieu of bonds to satisfy performance and financial guarantees on some projects. We maintain a performance and 
payment bonding line sufficient to support the business. We generally require our subcontractors to indemnify us and our 
customers and name us as an additional insured for activities arising out of the subcontractors’ work. We also require certain 
subcontractors to provide additional security, including surety bonds in favor of us, to secure the subcontractors’ work. There 
can be no assurance that our insurance and the additional insurance coverage provided by our subcontractors will fully protect 
us against a valid claim or loss under the contracts with our customers.
Human Capital Management
Employees
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.
Given the nature of our work, the size of our employee population can vary significantly throughout the year because of the 
number, type, and size of projects we have in progress at any particular time. As of June 30, 2024, we had 2,064 employees 
worldwide.  Of those employees, 638 were employed in office-based positions and 1,426 were employed in field or craft 
positions.  The breakdown by country was: 1,846 located in the United States, 182 in Canada, and 36 across other international 
locations.  At the end of fiscal 2024, worldwide, women in management represented 2.9% and 19.3% of our field and office 
teams, respectively.  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 percentage of our employees represented by trade unions as of June 30, 2024, was approximately 23%.  Operating under 
collective bargaining agreements with various unions, our union employees are provided with benefits including health and 
welfare, pension, training programs and competitive compensation plans. We have not experienced any strikes or work 
stoppages in recent years and are proud that our relationships with our employees and labor unions are strong.
Business Ethics and Core Values
Core Values - Our success relies on the skills, experience and dedication of our employees. We are committed to cultivating an 
inclusive and dynamic work environment where people can find opportunities to succeed, grow and contribute to the success of 
the company. Our employees work each day to provide safe and reliable services to a wide range of customers in the states 
where we operate. Our core values, listed below, guide our employee behaviors and the ways in which we conduct our business 
and operations.
•
Commitment to Safety
•
Integrity
•
Positive Relationships
•
Stewardship
•
Community Involvement
•
Deliver the Best
Our employees are entrusted with engineering, constructing, and maintaining the complex, critical infrastructure that supports 
modern daily living and quality of life. Ethics and integrity are foundational in our ability to be successful and are engrained in 
our culture and core values. 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 
5

compliance with all applicable laws and regulations, and to maintaining the highest standards of ethical conduct in accordance 
with our code of conduct.
Health and Safety
Ensuring the safety of our employees and those around us is integral to who we are, and paramount to our success and 
sustainability.  The journey to achieving and maintaining a zero-incident safety performance requires a strong culture of safety 
and hands-on leadership, combined with robust training along with comprehensive policies, processes, and systems to plan, 
perform, report, measure, and review, and to continuously improve our performance.  We have incorporated safety as a key 
performance metric in our incentive compensation plan by measuring our annual Total Recordable Incident Rate (‘‘TRIR’’), 
which is calculated by multiplying the number of recordable incidents by 200,000 and dividing that number by the total hours 
worked each year.  This metric is also used by others in our industry, which allows for a more objective comparison of our 
performance. Our TRIR was 0.91, 0.73, and 0.51 during fiscal years 2024, 2023, and 2022, respectively.
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. 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. 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.
Total Rewards Package
As part of our compensation philosophy and to attract and retain superior talent, we offer and maintain market-competitive total 
rewards programs for our employees. In addition to base salaries, additional programs include incentive and project bonus 
opportunities, comprehensive healthcare coverage and insurance benefits, Company matched retirement plans, health savings 
and flexible spending accounts, an Employee Stock Purchase Plan, paid holidays and other paid time off, family leave, and 
flexible work schedules where possible. Other offerings include employee assistance programs with 365/24/7 access to 
resources and support, and Matrix HealthMatters, our robust wellness program that provides resources and education to help 
employees and their families get and stay healthy, focusing holistically on physical, mental and financial health.
Training and Employee Development Programs
Investment in continuous learning is essential to providing industry-leading expertise and service to our clients, continuous 
improvement across our organization, and meaningful career development opportunities for our people. From in-person to 
online courses, formalized and other specialized training, our employees benefit from opportunities to strengthen their 
leadership and management competencies, improve communication and interpersonal skills, and advance their technical 
proficiency. Through Matrix University, our people have access to resources that include a robust Learning Management 
System (LMS) that provides enterprise-wide access for employees to a number of online learning modules and support tools.
6

Our employees also benefit from the Matrix Performance Development Program, designed for collaborative development of 
annual performance goals and to promote continuous, transparent feedback between employees and their supervisors.
Employee Engagement
We also empower our employees to donate time, talent, and resources through Company-led initiatives, matching for employee 
charitable contributions, and paid volunteer time off. Each year, our employees collectively log thousands of hours participating 
in individual community service projects in addition to hours they invest serving on boards and participating in Company-
sponsored charitable events. We also provide direct corporate financial support to nonprofit organizations in the communities 
where we live and work.
Patents and Proprietary Technology
Our subsidiaries have several patents and continue to pursue new ideas and innovations to better serve our customers in several 
areas of our business.  The Flex-A-Span® and Flex-A-Seal® trademarks are utilized to market our unique seals for floating roof 
tanks. The Flowdome® trademark is used to market our geodesic dome tank roofs.  Our SwingMaster® trademark is used to 
market our central type swing joints. The patent for the Training Tank for Personnel Entry, Exit and Rescue relates to a training 
device that can be used to train personnel on equipment that is made to simulate confined space scenarios. We hold two 
separate patents for Pipe Lifting and Orienting Apparatus and Method that is used to raise and lower pipes and to move them 
around the upper surface of floating roof of tanks.  The Batten Joint for an Internal Floating Roof of a Fluid Tank allows us to 
overcome many of the disadvantages associated with other types of joints used for internal floating roofs for floating tanks.
We also hold a perpetual license to use various patents and technologies related to LNG storage tanks, liquid nitrogen/liquid 
oxygen storage tanks, liquid petroleum gas storage tanks and thermal vacuum chambers. 
While our intellectual property is not our main business, we believe that the ability to use these patents, trademarks, and 
technology enables us to expand our presence in the markets we serve and minimizes the development costs typically 
associated with organic growth.
Regulation
Health and Safety Regulations
Our operations are subject to regulation by the U.S. Department of Labor Occupational Safety and Health Administration 
(“OSHA”) and Mine Safety and Health Administration (“MSHA”), the U.S. Department of Transportation, and to regulation 
under state laws and by the Canadian Workers’ Compensation Board and its Workplace Health, Safety and Compensation 
Commission.  Regulations promulgated by these agencies require employers and independent contractors to implement work 
practices, medical surveillance systems and personnel protection programs to protect employees from workplace hazards and 
exposure to hazardous chemicals and materials.  In recognition of the potential for accidents within various scopes of work, 
these agencies have enacted strict and comprehensive safety regulations.  We have established and consistently reinforce and 
monitor compliance with comprehensive programs intended to ensure that we comply with all applicable health and safety 
regulations to protect the safety of our workers, subcontractors and customers.  While we believe that we operate safely and 
prudently, there can be no assurance that accidents will not occur or that we will not incur substantial liability in connection 
with the operation of our businesses.  In order to minimize the financial exposure resulting from potential accidents associated 
with our work, we maintain liability insurance to limit losses that could result from our work.
Environmental
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. Across our organization, from our project sites to our offices, we are 
committed to environmental stewardship and to continuously seeking better, more sustainable ways to perform our work in 
existing and new markets, including renewables.
Our operations and the operations of our customers are subject to extensive and changing environmental laws and regulations.  
These laws and regulations relate primarily to air and water pollutants and the management and disposal of hazardous materials.  
We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other 
accident involving such pollutants, substances or hazardous materials.
In order to limit costs incurred as a result of environmental exposure, we maintain contractor’s pollution liability insurance that 
covers liability that may be incurred as a result of accidental releases of hazardous materials.
7

We do not currently foresee any significant future capital spending relating to environmental matters.
Item 1A. Risk Factors
The following risk factors should be considered with the other information included in this Annual Report on Form 10-
K.  As we operate in a continuously changing environment, other risk factors may emerge which could have a material 
adverse effect on our results of operations, financial condition and cash flow.
Risk Factors Related to Our Business and Operations
Our results of operations depend upon the award of new contracts, the timing of those awards, and the progress of work for 
those contracts.
Our revenue is derived primarily from contracts awarded on a project-by-project basis. Generally, it is difficult to predict 
whether and when we will be awarded a new contract due to lengthy and complex bidding and selection processes, changes in 
existing or forecasted market conditions, customers' access to financing, governmental regulations, permitting and 
environmental matters. Many of these same factors can affect the commencement and progress of work under large contracts 
already awarded. Because our revenue is derived from contract awards, our results of operations and cash flows can fluctuate 
materially from period to period.
The uncertainty associated with the timing of contract awards, and the commencement and progress of work for those awards,  
may reduce our short-term profitability as we balance our current capacity with expectations of future contract awards.  If an 
expected contract award is delayed or not received, we could incur costs to maintain an idle workforce that may have a material 
adverse effect on our results of operations. Alternatively, we may decide that our long-term interests are best served by reducing 
our workforce and incurring increased costs associated with severance and termination benefits, which also could have a 
material adverse effect on our results of operations in the period incurred. Reducing our workforce could also impact our results 
of operations if we are unable to adequately staff projects that are awarded subsequent to a workforce reduction.
Demand for our products and services is cyclical and is vulnerable to the level of capital and maintenance spending of our 
customers and to downturns in the industries and markets we serve, as well as conditions in the general economy.
The demand for our products and services depends upon the existence of construction and maintenance projects primarily in the 
energy markets, including LNG, hydrogen, renewable energy, midstream and downstream petroleum, and other heavy 
industries in the United States and Canada. Therefore, it is likely that our business will continue to be cyclical in nature and 
vulnerable to general downturns in the United States, Canadian and world economies and negative changes in commodity and 
energy prices, which could adversely affect the demand for our products and services.
The availability of engineering and construction projects is dependent upon economic conditions and the outlook for renewable 
energy, hydrogen, natural gas, oil, petrochemical, industrial, and power industries, and specifically, the level of capital 
expenditures on energy infrastructure.  Additionally, we expect our customers to benefit from bills such as the Infrastructure 
Investment and Jobs Act and the Inflation Reduction Act. While spending and stimulus bills are expected to provide funding in 
many of the markets in which we operate, we may not be able to obtain the expected benefits from these bills or similar bills in 
the future.  Our failure to obtain projects, the delay of project awards, the cancellation of projects or delays in the execution of 
contracts has resulted and may continue to result in under-utilization of our resources, which could adversely impact our 
revenue, margins, operating results and cash flow. There are numerous factors beyond our control that influence the level of 
maintenance and capital expenditures of our customers, including:
•
the demand for alternative and renewable energy products, including hydrogen;
•
ability and demand to export LNG and other hydrocarbon products;
•
the demand for natural gas, oil and electricity;
•
current or projected commodity prices, including natural gas, oil, power and mineral prices;
•
refining margins;
•
the ability of energy and industrial companies to generate, access and deploy capital;
•
interest rates and inflation;
•
technological challenges and advances;
•
tax incentives, including those for alternative energy projects;
8

•
regulatory restraints on the rates that power companies may charge their customers; and
•
local, national and international political and economic conditions.
Our profitability could be negatively impacted if we are not able to maintain appropriate utilization of our workforce.
The extent to which we utilize our workforce affects our profitability. If we under utilize our workforce, our gross margins and 
overall profitability suffer in the short-term. If we over utilize our workforce, we may negatively impact safety, employee 
satisfaction and project execution.  The utilization of our workforce is impacted by numerous factors including:
•
our estimate of the headcount requirements for various operating units based upon our forecast of the demand for our 
products and services;
•
our ability to maintain our talent base and manage attrition;
•
productivity;
•
our ability to schedule our portfolio of projects to efficiently utilize our employees and minimize downtime between 
project assignments; and
•
our need to invest time and resources into functions such as training, business development, employee recruiting, and 
sales that are not chargeable to customer projects.
An inability to attract and retain qualified personnel, and in particular, engineers, project managers, and skilled craft 
workers, could impact our ability to perform on our contracts, which could harm our business and impair our future 
revenue and profitability.
Our ability to attract and retain qualified engineers, project managers, skilled craftsmen and other experienced professionals in 
accordance with our need is an important factor in our ability to maintain profitability and grow our business.  The market for 
these professionals is competitive, particularly during periods of economic growth when the supply is limited. We cannot 
provide any assurance that we will be successful in our efforts to retain or attract qualified personnel when needed.  Therefore, 
when we anticipate or experience growing demand for our services, we may incur additional cost to maintain a professional 
staff in excess of our current contract needs in an effort to have sufficient qualified personnel available to address this 
anticipated demand.  If we do incur additional compensation and benefit costs, our customer contracts may not allow us to pass 
through these costs.
Competent and experienced engineers, project estimators, project managers, and craft workers are especially critical to the 
profitable performance of our contracts, particularly on our fixed-price contracts where superior design and execution of the 
project can result in profits greater than originally estimated or where inferior design and project execution can reduce or 
eliminate estimated profits or even result in a loss.
Our project managers are involved in most aspects of contracting and contract execution, including:
•
supervising the bidding process, including providing estimates of significant cost components, such as material and 
equipment needs, and the size, productivity and composition of the workforce;
•
negotiating contracts;
•
supervising project performance, including performance by our employees, subcontractors and other third-party 
suppliers and vendors;
•
estimating costs for completion of contracts that is used to estimate amounts that can be reported as revenue and 
earnings on the contract under the percentage-of-completion method of accounting;
•
negotiating requests for change orders and the final terms of approved change orders; and
•
determining and documenting claims by us for increased costs incurred due to the failure of customers, subcontractors 
and other third-party suppliers of equipment and materials to perform on a timely basis and in accordance with 
contract terms.
The loss of one or more of our significant customers could adversely affect us.
One or more customers have in the past and may in the future contribute a material portion of our revenue in any one year.  
Because these significant customers generally contract with us for specific projects or for specific periods of time, we may lose 
9

these customers from year to year as the projects or maintenance contracts are completed.  The loss of business from any one of 
these customers could have a material adverse effect on our business or results of operations.
Our backlog is subject to unexpected fluctuations, adjustments and cancellations and does not include the full value of our 
long-term maintenance contracts, and therefore, may not be a reliable indicator of our future earnings.
Backlog may not be a reliable indicator of our future performance. We cannot guarantee that the revenue projected in our 
backlog will be realized or profitable.  Projects may remain in our backlog for an extended period of time.  In addition, project 
cancellations or scope adjustments may occur from time to time with respect to contracts included in our backlog that could 
reduce the dollar amount of our backlog and the revenue and profits that we actually earn.  Many of our contracts have 
termination rights.  Therefore, project adjustments may occur from time to time to contracts in our backlog.
The terms of our contracts could expose us to unforeseen costs and costs not within our control, which may not be 
recoverable and could adversely affect our results of operations and financial condition.
A significant amount of our work is performed under fixed-price contracts.  Under fixed-price contracts, we agree to perform 
the contract for a fixed price and, as a result, can improve our expected profit by superior execution, productivity, workplace 
safety and other factors resulting in cost savings.  However, we could incur cost overruns above the approved contract price, 
which may not be recoverable.  Under certain incentive fixed-price contracts, we may agree to share with a customer a portion 
of any savings we generate while the customer agrees to bear a portion of any increased costs we may incur up to a negotiated 
ceiling.  To the extent costs exceed the negotiated ceiling price, we may be required to absorb some or all of the cost overruns.
Fixed-price contract prices are established based largely upon estimates and assumptions relating to project scope and 
specifications, personnel and productivity, material needs, and site conditions.  These estimates and assumptions may prove 
inaccurate, or conditions may change due to factors out of our control, resulting in cost overruns, which we may be required to 
absorb and which could have a material adverse effect on our business, financial condition and results of operations.  In 
addition, our profits from these contracts could decrease or we could experience losses if we incur difficulties in performing the 
contracts or are unable to secure fixed-pricing commitments from our manufacturers, suppliers and subcontractors at the time 
we enter into fixed-price contracts with our customers.
Under cost-plus and time-and-material contracts, we perform our services in return for payment of our agreed upon 
reimbursable costs plus a profit. The profit component is typically expressed in the contract either as a percentage of the 
reimbursable costs we actually incur or is factored into the rates we charge for labor or for the cost of equipment and materials, 
if any, we are required to provide. Our profit could be negatively impacted if our actual costs exceed the estimated costs utilized 
to establish the billing rates included in the contracts.
We may incur significant costs in providing services in excess of original project scope without having an approved change 
order.
After commencement of a contract, we may perform, without the benefit of an approved change order from the customer, 
additional services requested by the customer that were not contemplated in our contract price for various reasons, including 
customer changes or incomplete or inaccurate engineering, changes in project specifications and other similar information 
provided to us by the customer.  Our construction contracts generally require the customer to compensate us for additional work 
or expenses incurred under these circumstances.
A failure to obtain adequate compensation for these matters could require us to record in the current period an adjustment to 
revenue and profit recognized in prior periods under the percentage-of-completion accounting method.  Any such adjustments, 
if substantial, could have a material adverse effect on our results of operations and financial condition, particularly for the 
period in which such adjustments are made. We can provide no assurance that we will be successful in obtaining, through 
negotiation, arbitration, litigation or otherwise, approved change orders in an amount adequate to compensate us for our 
additional work or expenses.
Our business may be affected by difficult work sites and environments, which may adversely affect our overall business.
We perform our work under a variety of conditions, including, but not limited to, difficult terrain, difficult site conditions and 
busy urban centers where delivery of materials and availability of labor may be impacted.  Performing work under these 
conditions can slow our progress, potentially causing us to incur contractual liability to our customers. These difficult 
conditions may also cause us to incur additional, unanticipated costs that we might not be able to pass on to our customers.
We are susceptible to severe weather conditions, including those caused by climate change or otherwise, which may harm 
our business and financial results.
10

Our business may be adversely affected by severe weather in areas where we have significant operations.  Repercussions of 
severe weather conditions may include:
•
curtailment of services;
•
suspension of operations;
•
inability to meet performance schedules in accordance with contracts and potential liability for liquidated damages;
•
injuries or fatalities; 
•
weather related damage to our facilities or work-in-progress on project sites;
•
disruption of information systems;
•
inability to receive machinery, equipment and materials at job sites; and
•
loss of productivity.
The frequency and severity of severe weather conditions may be enhanced by present and future changes to our climate.
Our business has been affected by inflation, supply chain disruptions and shortages of materials and labor.
We may experience increases in construction costs, including increases in the costs of materials and labor due to inflation or 
supply chain challenges.  To the extent we can, we mitigate these risks primarily by procuring materials upon contract 
execution to ensure that our purchase price approximates the costs included in the project estimate, and also by contract 
provisions that mitigate our exposure to fluctuations in material costs.  However, we may be unable to pass through some or all 
of these increases in costs to our customers which may materially affect our results of operations. Additionally, our clients' 
interest in approving new projects, budgets for capital expenditures and need for our services have in the past been, and may in 
the future be, adversely affected by, among other things, poor economic conditions, including inflation, slow growth or 
recession, changes to governments' fiscal or monetary policy and higher interest rates. These factors could materially and 
adversely affect the demand for our services.
Domestic and foreign trade tariffs could raise the price and reduce the availability of raw materials to us, which could 
negatively impact our operating results and financial condition.
Domestic and foreign trade tariffs could raise the price and reduce the availability of raw materials such as steel plate and steel 
pipe, which are key materials used by us.  Supplies of these materials are available throughout the United States and globally 
from numerous sources.  We anticipate that adequate amounts of these materials will be available in the foreseeable future.  
However, if trade tariffs should significantly impact the price and availability of these materials, we could experience lower 
gross margins, operational inefficiencies and project delays.
Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating 
costs, negatively impact employee morale and result in higher employee turnover. 
Our projects are conducted at a variety of sites including construction sites and industrial facilities.  With each location, hazards 
are part of the day-to-day exposures that we must manage on a continuous basis to ensure our employees return home from 
work the same way they arrived.  We understand that everyone plays a role with safety and everyone can make a difference 
with their active participation.  With our proactive approach, our strategy is to identify the exposures and correct them before 
they result in an incident whether that involves an injury, damage or destruction of property, plant and equipment or an 
environmental impact.  We are intensely focused on maintaining a strong safety culture and strive for zero incidents. 
Although we have taken what we believe are appropriate precautions to adequately train and equip our employees, we have 
experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future.  Serious 
accidents may subject us to penalties, civil litigation or criminal prosecution.  Claims for damages to persons, including claims 
for bodily injury or loss of life, could result in costs and liabilities, which could materially and adversely affect our financial 
condition, results of operations or cash flows. Poor safety performance could also jeopardize our relationships with our 
customers and increase our insurance premiums.
We are exposed to credit risk from customers. If we experience delays and/or defaults in customer payments, we could suffer 
liquidity problems or we could be unable to recover amounts owed to us.
11

Under the terms of our contracts, at times we commit resources to customer projects prior to receiving payments from 
customers in amounts sufficient to cover expenditures on these projects as they are incurred.  Many of our fixed-price or cost-
plus contracts require us to satisfy specified progress milestones or performance standards in order to receive a payment.  Under 
these types of arrangements, we may incur significant costs for labor, equipment and supplies prior to receipt of payment.  If the 
customer fails or refuses to pay us for any reason, there is no assurance we will be able to collect amounts due to us for costs 
previously incurred.  In some cases, we may find it necessary to terminate subcontracts with suppliers engaged by us to assist in 
performing a contract, and we may incur costs or penalties for canceling our commitments to them.  Delays in customer 
payments require an investment in working capital.  If we are unable to collect amounts owed to us under our contracts, we may 
be required to record a charge against previously recognized earnings related to the project, and our liquidity, financial 
condition and results of operations could be adversely affected.
We contribute to multiemployer plans that could result in liabilities to us if those plans are terminated or if we withdraw 
from those plans.
We contribute to several multiemployer pension plans for employees covered by collective bargaining agreements.  These plans 
are not administered by us and contributions are determined in accordance with provisions of negotiated labor contracts.  The 
Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, 
imposes certain liabilities upon employers who are contributors to a multiemployer plan in the event of the employer’s 
withdrawal from, or upon termination of, such plan.  If we terminate, withdraw, or partially withdraw from other multiemployer 
pension plans, we could be required to make significant cash contributions to fund that plan's unfunded vested benefit, which 
could materially and adversely affect our financial condition and results of operations; however, we are not currently able to 
determine the net assets and actuarial present value of the multiemployer pension plans’ unfunded vested benefits allocable to 
us, if any, and we are not presently aware of the amounts, if any, for which we may be contingently liable if we were to 
withdraw from any of these plans.  In addition, if the funding level of any of these multiemployer plans becomes classified as 
“critical status” under the Pension Protection Act of 2006, we could be required to make significant additional contributions to 
those plans.
A failure or outage in our operational systems or cyber security attacks on any of our systems, or those of third parties, may 
adversely affect our financial results.
We have become more reliant on technology to help increase efficiency in our business.  We use numerous technologies to help 
run our operations, and this may subject our business to increased risks.  Any cyber security attack that affects our facilities, our 
systems, our customers and any of our financial data could have a material adverse effect on our business.  In addition, a cyber-
attack on our customer and employee data may result in a financial loss, including potential fines for failure to safeguard data, 
and may damage our reputation.  Third-party systems on which we rely could also suffer system failure.  Additionally, as 
artificial intelligence ("AI") technologies become increasingly sophisticated, the security risks associated with their use and the 
potential for misuse also increase. Hackers and malicious actors can harness the power of AI to develop more advanced 
cyberattacks, bypass security measures, and exploit vulnerabilities in systems. Deepfake technology can be used to undermine 
organizations, spread false claims, misinform investors, and impact financial markets. Any of these occurrences could disrupt 
our business, result in potential liability or reputational damage or otherwise have an adverse effect on our financial results.
Any security breach resulting in the unauthorized use or disclosure of certain personal information could put individuals at risk 
of identity theft and financial or other harm and result in costs to us in investigation, remediation, legal defense and in liability 
to parties who are financially harmed. We may incur significant costs to protect against the threat of information security 
breaches or to respond to or alleviate problems caused by such breaches. For example, laws may require notification to 
regulators, clients or employees and enlisting credit monitoring or identity theft protection in the event of a privacy breach. A 
cybersecurity attack could also be directed at our systems and result in interruptions in our operations or delivery of services to 
our clients and their customers. Furthermore, a material security breach could cause us to lose revenue, lose clients or cause 
damage to our reputation.
We have experienced cybersecurity threats to our information technology infrastructure and have experienced cyber-attacks, 
attempts to breach our systems and other similar incidents. Such prior events have not had a material impact on our financial 
condition, results of operations or liquidity. However, future threats could cause harm to our business and our reputation, as 
well as negatively impact our results of operations materially. Our insurance coverage may not be adequate to cover all the 
costs related to cyber-attacks or disruptions resulting from such events.
We rely on internally and externally developed software applications and systems to support critical functions including 
project management, estimating, scheduling, human resources, accounting, and financial reporting. Any sudden loss, 
disruption or unexpected costs to maintain these systems could significantly increase our operational expense as well as 
disrupt the management of our business operations.
12

We rely on various software systems to conduct our critical operating and administrative functions.  We depend on our software 
vendors to provide long-term software maintenance support for our information systems. Software vendors may decide to 
discontinue further development, integration or long-term software maintenance support for our information systems, in which 
case we may need to abandon one or more of our current information systems and migrate some or all of our project 
management, human resources, estimating, scheduling, accounting and financial information to other systems, thus increasing 
our operational expense as well as disrupting the management of our business operations. Additionally, we may use artificial 
intelligence in our business, and challenges with effectively managing associated processes, data, and models could result in 
reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. If the content, analyses, 
or recommendations that artificial intelligence applications assist in producing are, or are alleged to be, unstable, deficient, 
inaccurate, biased, or yield conclusions for which there is no actionable recourse for those affected by its decisions, our 
business, financial condition, and results of operations may be adversely affected. 
Financial Risks
Our borrowing capacity under our Credit Agreement is determined by the size of our borrowing base and if the size of our 
borrowing base combined with our unrestricted cash does not provide adequate liquidity, then we may need to raise 
additional capital in the future for working capital letters of credit, capital expenditures and/or acquisitions, and we may not 
be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our strategic 
plan.
Management believes it has sufficient cash on hand and will generate sufficient cash from operations to fund the business.  
However, should we require additional liquidity, there is risk that we will be unable to access the amount of additional liquidity 
needed from our Credit Agreement if the level of assets included in the borrowing base is insufficient.  The borrowing base 
includes restricted cash plus a percentage of the value of certain accounts receivable, inventory and equipment, reduced for 
certain reserves. Accounts receivable eligible to be included in the borrowing base are generally limited to receivables 
associated with time and materials and other cost reimbursable contracts. While receivables associated with fixed price work do 
not increase the borrowing base, such work often has upfront billings, which help support the liquidity needs of the business.  
As of June 30, 2024, our borrowing base was $60.9 million.  Our borrowing base has ranged from $60.9 million to 
$74.6 million during fiscal 2024.
To the extent that cash on hand, cash flow from operations, and borrowing availability under the Credit Agreement are 
insufficient to make future investments, or provide needed working capital, we may require additional financing from other 
sources. Our ability to obtain such additional financing in the future will depend in part upon prevailing capital market 
conditions, as well as conditions in our business and our operating results; and those factors may affect our efforts to arrange 
additional financing on terms that are satisfactory to us. If adequate funds are not available, or are not available on acceptable 
terms, we may not be able to make future investments or respond to competitive challenges.
Our Credit Agreement imposes restrictions that may limit business alternatives.
Our Credit Agreement prohibits or limits us from making acquisitions, repurchasing equity, incurring additional debt, acquiring 
or disposing of assets, or making other distributions, including cash dividends. In addition, our Credit Agreement requires that 
we comply with a Fixed Charge Coverage Ratio financial covenant under certain conditions. These covenants and restrictions 
may impact our ability to effectively execute operating and strategic plans and our operating performance may not be sufficient 
to comply with the required covenants.
Our failure to comply with one or more of the covenants in our Credit Agreement could result in an event of default. We can 
provide no assurance that a default could be remedied, or that our creditors would grant a waiver or further amend the terms of 
the Credit Agreement.
We may be unable to compete for projects if we are not able to obtain surety bonds or letters of credit.
A portion of our business depends on our ability to provide surety bonds or letters of credit.  Current or future market 
conditions, including losses incurred in the construction industry or as a result of large corporate bankruptcies, as well as 
changes in our sureties’ assessment of our operating and financial risk, could cause our surety providers and lenders to decline 
to issue or renew, or substantially reduce the amount of, bid or performance bonds for our work and could increase our costs 
associated with collateral. These actions could be taken on short notice. If our surety providers or lenders were to limit or 
eliminate our access to bonding or letters of credit, our alternatives would include seeking capacity from other sureties and 
lenders or finding more business that does not require bonds or that allows for other forms of collateral for project performance, 
such as cash. We may be unable to secure these alternatives in a timely manner, on acceptable terms, or at all, which could 
affect our ability to bid for or work on certain future projects requiring financial assurances.
13

Under standard terms in the surety market, sureties issue or continue bonds on a project-by-project basis and can decline to 
issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing bonds.  If we were to 
experience an interruption or reduction in the availability of bonding capacity as a result of these or other reasons, we may be 
unable to compete for or work on certain projects that require bonding.
Accounting Risks
Our use of percentage-of-completion accounting for fixed-price contracts could result in a reduction or elimination of 
previously reported profits.
Revenue for fixed-price contracts is recognized using the percentage-of-completion method of accounting. Under percentage-
of-completion accounting, contract revenue and earnings are recognized ratably over the contract term based on the proportion 
of actual costs incurred to total estimated costs. We review our estimates of contract revenue, costs and profitability on a 
monthly basis. As a result, we may adjust our estimates on one or more occasions as a result of changes in cost estimates, 
change orders to the original contract, or claims against the customer for increased costs incurred by us due to customer-
induced delays and other factors. See "Revenue Recognition" within Note 1 - Basis of Presentation and Significant Accounting 
Policies, for more discussion on our percentage-of-completion revenue recognition.
If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made to accrue the total loss anticipated in 
the period the loss is determined.  Contract profit estimates are also adjusted, on a percentage of completion basis, in the fiscal 
period in which it is determined that an adjustment is required. No restatements are made to prior periods.  Further, many of our 
contracts contain various cost and performance incentives and penalties that impact the earnings we realize from our contracts, 
and adjustments related to these incentives and penalties are recorded on a percentage of completion basis in the period when 
estimable and probable.
As a result of the requirements of the percentage-of-completion method of accounting, the possibility exists that we could have 
estimated and reported a profit on a contract over several prior periods and later determine, as a result of additional information, 
that all or a portion of such previously estimated and reported profits were overstated.  If this occurs, the full aggregate amount 
of the overstatement will be recognized in the period in which such change in estimate occurs.
Actual results could differ from the estimates and assumptions that we use to prepare our financial statements.
To prepare financial statements in conformity with generally accepted accounting principles, management is required to make 
estimates and assumptions, as of the date of the financial statements, which affect the reported values of assets, liabilities, 
revenue and expenses and disclosures of contingent assets and liabilities. Areas requiring significant estimation by our 
management include:
•
contract costs and application of percentage-of-completion accounting;
•
provisions for uncollectable receivables from customers for invoiced amounts;
•
the amount and collectability of unpriced change orders and claims against customers;
•
provisions for income taxes and related valuation allowances;
•
recoverability of goodwill and intangible assets;
•
valuation of assets acquired and liabilities assumed in connection with business combinations; and
•
accruals for estimated liabilities, including litigation and insurance reserves.
Our actual results could materially differ from these estimates.
Earnings for future periods may be affected by impairment charges.
Because we have grown in part through acquisitions, goodwill and other acquired intangible assets represent a substantial 
portion of our assets. We perform annual goodwill impairment reviews in the fourth quarter of every fiscal year. In addition, we 
perform an impairment review whenever events or changes in circumstances indicate the fair value of a goodwill reporting unit 
may be less than its carrying value or the carrying value of an intangible or fixed asset may not recoverable. As of June 30, 
2024, we had $1.7 million of amortizing intangible assets and $29.0 million of non-amortizing goodwill representing 0.4% and 
6.4% of our total assets, respectively.
14

Legal, Insurance, Regulatory and Compliance Risks
We are involved, and are likely to continue to be involved in legal proceedings, which will increase our costs and, if 
adversely determined, could have a material effect on our financial condition, results of operations, cash flows and liquidity.
We are currently a defendant in legal proceedings arising from the operation of our business, and it is reasonable to expect that 
we would be named in future actions.  Many of the actions against us arise out of the normal course of performing services on 
project sites, and include workers’ compensation claims, personal injury claims and contract disputes with our customers.  From 
time to time, we are also named as a defendant for actions involving the violation of federal and state labor laws related to 
employment practices, wages and benefits. We may also be a plaintiff in legal proceedings against customers seeking to recover 
payment of contractual amounts due to us as well as claims for increased costs incurred by us resulting from, among other 
things, services performed by us at the request of a customer that are in excess of original project scope that are later disputed 
by the customer and customer-caused delays in our contract performance.
We maintain insurance against operating hazards in amounts that we believe are customary in our industry.  However, our 
insurance policies include deductibles and certain coverage exclusions, so we cannot provide assurance that we are adequately 
insured against all of the risks associated with the conduct of our business.  A successful claim brought against us in excess of, 
or outside of, our insurance coverage could have a material adverse effect on our financial condition, results of operations, cash 
flows and liquidity.
Litigation, regardless of its outcome, is expensive, typically diverts the efforts of our management away from operations for 
varying periods of time, and can disrupt or otherwise adversely impact our relationships with current or potential customers, 
subcontractors and suppliers.  Payment and claim disputes with customers may also cause us to incur increased interest costs 
resulting from incurring indebtedness under our revolving line of credit or receiving less interest income resulting from fewer 
funds invested due to the failure to receive payment for disputed claims and accounts.
Our projects expose us to potential professional liability, product liability, pollution liability, warranty and other claims, 
which could be expensive, damage our reputation and harm our business.  We may not be able to obtain or maintain 
adequate insurance to cover these claims.
We perform construction and maintenance services at large industrial facilities where accidents or system failures can be 
disastrous and costly.  Any catastrophic occurrence in excess of our insurance limits at locations engineered or constructed by 
us or where our products are installed or services performed could result in significant professional liability, product liability, 
warranty and other claims against us by our customers, including claims for cost overruns and the failure of the project to meet 
contractually specified milestones or performance standards. Further, the rendering of our services on these projects could 
expose us to risks and claims by third parties and governmental agencies for personal injuries, property damage and 
environmental matters, among others.  Any claim, regardless of its merit or eventual outcome, could result in substantial costs, 
divert management’s attention and create negative publicity, particularly for claims relating to environmental matters where the 
amount of the claim could be extremely large. We may not be able to or may choose not to obtain or maintain insurance 
coverage for the types of claims described above.  If we are unable to obtain insurance at an acceptable cost or otherwise protect 
against the claims described above, we will be exposed to significant liabilities, which may materially and adversely affect our 
financial condition and results of operations.
Employee, subcontractor or partner misconduct or our overall failure to comply with laws or regulations could harm our 
reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil 
enforcement actions.
Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, 
subcontractors or partners could have a significant negative impact on our business and reputation.  Such misconduct could 
include the failure to comply with safety standards, laws and regulations, customer requirements, regulations pertaining to the 
internal controls over financial reporting, environmental laws and any other applicable laws or regulations.  The precautions we 
take to prevent and detect these activities may not be effective, since our internal controls are subject to inherent limitations, 
including human error, the possibility that controls could be circumvented or become inadequate because of changed 
conditions, and fraud.
Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, harm our 
reputation, damage our relationships with customers, reduce our revenue and profits and subject us to criminal and civil 
enforcement actions.
Environmental factors and changes in laws and regulations could increase our costs and liabilities.
15

Our operations are subject to environmental laws and regulations, including those concerning emissions into the air; discharges 
into waterways; generation, storage, handling, treatment and disposal of hazardous material and wastes; and health and safety.
Our projects often involve highly regulated materials, including hazardous wastes. Environmental laws and regulations 
generally impose limitations and standards for regulated materials and require us to obtain permits and comply with various 
other requirements. The improper characterization, handling, or disposal of regulated materials or any other failure by us to 
comply with federal, state and local environmental laws and regulations or associated environmental permits could subject us to 
the assessment of administrative, civil and criminal penalties, the imposition of investigatory or remedial obligations, or the 
issuance of injunctions that could restrict or prevent our ability to operate our business and complete contracted projects.
In addition, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), and 
comparable state and foreign laws, we may be required to investigate and remediate regulated materials.  CERCLA and the 
comparable state laws typically impose liability without regard to whether a company knew of or caused the release, and 
liability for the entire cost of clean-up can be imposed upon any responsible party.
We are subject to numerous other laws and regulations including those related to business registrations and licenses, 
environment, workplace, employment, health and safety.  These laws and regulations are complex, change frequently and could 
become more stringent in the future. It is impossible to predict the effect on us of any future changes to these laws and 
regulations.  We can provide no absolute assurance that our operations will continue to comply with future laws and regulations 
or that the costs to comply with these laws and regulations and/or a failure to comply with these laws will not significantly 
adversely affect our business, financial condition and results of operations.
Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in reduced demand for 
certain services and products we provide. 
There has been an increased focus in the last several years on climate change in response to findings that emissions of carbon 
dioxide, methane and other greenhouse gases present an endangerment to public health and the environment.  As a result, there 
have been a variety of regulatory developments, proposals or requirements and legislative initiatives as well as pressure from 
institutional investors to restrict the emission of greenhouse gases.  The growing imperative on customers for whom we provide 
services to limit greenhouse gas emissions could affect demand for certain services and products we provide.  Further, scientists 
have concluded that increasing greenhouse gas concentrations in the atmosphere may produce physical effects, such as 
increased severity and frequency of storms, droughts, floods and other climate events.  Such climate events have the potential to 
adversely affect certain operations or those of certain customers, which in turn could have a negative effect on us.  We believe 
this risk is partly mitigated by new project opportunities resulting from our customers' investment in cleaner energy sources.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery 
laws. 
The U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and 
their intermediaries from making improper payments to officials or others for the purpose of obtaining or retaining business.  
Our policies mandate compliance with these anti-bribery laws. We operate in parts of the world that have experienced 
corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local 
customs and practices.  We train our personnel concerning anti-bribery laws and issues, and we also inform our customers, 
vendors, and others who work for us or on our behalf that they must comply with anti-bribery law requirements.  We also have 
procedures and controls in place to monitor compliance.  We cannot assure that our internal controls and procedures always will 
protect us from the possible reckless or criminal acts committed by our employees or agents.  If we are found to be liable for 
anti-bribery law violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others including 
our partners, agents, subcontractors or suppliers), we could suffer from criminal or civil penalties or other sanctions, including 
contract cancellations or debarment, and loss of reputation, any of which could have a material adverse effect on our business.  
Litigation or investigations relating to alleged or suspected violations of anti-bribery laws, even if ultimately such litigation or 
investigations demonstrate that we did not violate anti-bribery laws, could be costly and could divert management's attention 
away from other aspects of our business.
Economic, political and other risks associated with international operations could adversely affect our business. 
A small portion of our operations are conducted outside the United States, and accordingly, our business is subject to risks 
associated with doing business internationally, including changes in foreign currency exchange rates, instability in political or 
economic conditions, difficulty in repatriating cash proceeds, differing employee relations, differing regulatory environments, 
trade protection measures, and difficulty in administering and enforcing corporate policies which may be different than the 
normal business practices of local cultures.
16

Item 1B.   Unresolved Staff Comments
None.
Item 1C.   Cybersecurity
Risk Management and Strategy
We have implemented a cybersecurity program to assess, identify and manage risk from cybersecurity threats. This program 
aims to protect the confidentiality, availability and integrity of our information systems from potential threats. Our 
cybersecurity risk management program includes, among other things, risk assessments designed to identify threats to our 
critical systems and information services, and a team comprising IT Security, IT Infrastructure and IT Compliance personnel 
that administer the program with oversight by senior management.
We have incorporated cybersecurity risk into our extensive risk management framework by aligning it with our overall risk 
strategy. This involves identifying potential cybersecurity threats, assessing their impact and developing mitigation strategies. 
These governance processes apply across the enterprise risk management program to other legal, compliance, strategic, 
operational and financial risk areas, ensuring that cybersecurity risks are managed effectively and are in line with the 
organization's risk tolerance and business objectives. Our cyber risk program leverages internationally recognized standards as 
appropriate. All employees participate in multiple information security training programs. Employees receive training on how 
to identify and report cyber risks and events through our cybersecurity awareness program. Additionally, we hold cybersecurity 
risk insurance.
We also engage external experts to evaluate our cybersecurity programs. These evaluations include regular audits, threat 
assessments, simulated attacks, vulnerability scans and advice on information security practices. We routinely conduct incident 
response exercises with key stakeholders.
To manage risks associated with third-party service providers, the information security team categorizes suppliers based on 
factors such as volume and criticality of data handled, potential impact on business operations and level of access to our 
information systems. We conduct risk assessments to identify potential threats and vulnerabilities associated with each supplier. 
We screen suppliers to ensure they meet proper security standards and compliance requirements. We monitor all supplier 
activities to ensure compliance with information security policies and conduct regular reviews and audits of supplier 
relationships to ensure ongoing compliance. We strive to ensure that our contracts with such vendors require them to maintain 
security controls in line with industry best practices, applicable laws and our policies. We rely on vendors to alert us promptly 
of material cybersecurity incidents by virtue of the documents governing their relationship with us or applicable law.
Governance
Our Board of Directors, with assistance from the IT Steering Committee, oversees cybersecurity. Our Board of Directors 
receives reports as needed, but no less than biannually, from management on various cybersecurity and IT topics, including 
trends, data security policies and practices, cybersecurity incidents, current and projected threat assessments, regulatory 
developments and ongoing efforts to protect, detect and respond to critical threats. Our IT Steering Committee, which is 
responsible for cybersecurity management oversight, includes members of management such as our Chief Executive Officer, 
our Chief Financial Officer, and our Vice President of Information Technology. The IT Steering Committee periodically 
reviews and confers with management risk issues associated with cybersecurity and policies and controls intended to alleviate 
those risks.
Our IT Security team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards and processes. Team 
members are afforded opportunities to attend external training, conferences and other events to remain on top of most recent 
cybersecurity trends. Our team is led by our Director of IT Infrastructure and Security, who brings over 30 years of experience, 
which includes implementing and verifying the effectiveness of cybersecurity controls in a Defense Industrial Base 
environment and defining and executing cybersecurity strategy to enable business delivery while simultaneously protecting 
intellectual property and privacy. Our Director maintains the following internationally recognized certifications: Global 
Information Assurance Certification ("GIAC") Security Essentials, GIAC Certified Enterprise Defender, GIAC Certified 
Incident Handler Certification, GIAC Certified Windows Security Administrator, and GIAC Critical Controls Certification. Our 
Director reports to our Vice President of Information Technology, who receives continuous updates regarding the prevention, 
detection, mitigation and remediation of cybersecurity incidents. Our Vice President of Information Technology has over 19 
years of experience in developing and executing strategic initiatives to drive organizational growth and innovation, with 
responsibilities for IT governance, technology strategy development, and cybersecurity. In additional to a Masters of Business 
17

Administration, our Vice President of Information Technology holds a Certified Information Systems Security Professional 
certification.
Our Vice President of Information Technology meets with our IT Steering Committee on a routine basis. Regular topics for 
discussion with the IT Steering Committee include cybersecurity initiatives and strategies, cybersecurity events, emerging 
threats, regulatory requirements and industry standards.
We use a combination of technology controls and human oversight to actively monitor and protect our network and systems. In 
the event of a cybersecurity incident, we have an incident response plan which sets forth a framework for reporting and 
documenting such incidents by our cybersecurity incident response team. This same framework is designed with the goal of 
enabling the response team to take actions to monitor, mitigate and remediate such incidents promptly. Cybersecurity incidents 
are reported to our Vice President of Information Technology, and critical events are reported to our CEO and our Chief Legal 
Counsel. In the event a cybersecurity incident is determined to be potentially material, the incident is reported in a timely 
manner to our Board of Directors as part of their cybersecurity oversight.
Cybersecurity Risks, Threats and Material Incidents
We describe whether and how risks from identified cybersecurity threats, including as a result of any prior cybersecurity 
incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of 
operations, or financial conditions under Item 1A. Risk Factors, Risks Related to our Business and Operations, "A failure or 
outage in our operations systems or cybersecurity attacks on any of our systems, or those of third parties, may adversely 
affect our financial results."
18

Item 2.   Properties
Our principal properties are as follows:
Location
  
Description of Facility
  
Segment
  
Interest
United States:
Tulsa, Oklahoma
  
Corporate headquarters and 
regional office
  
All segments
  
Leased
Bakersfield, California
Fabrication facility
All segments
Owned
Bellingham, Washington
  
Regional office, fabrication facility 
and warehouse
  
Process and Industrial 
Facilities, Storage and 
Terminal Solutions
  
Owned
Broomall, Pennsylvania
  Regional office
  
All segments
  
Leased
Catoosa, Oklahoma
  
Fabrication facility, regional offices 
and warehouses
  
All segments
  
    Leased & 
Owned (1)
Columbus, Ohio
Regional office
All segments
Leased
Houston, Texas
  
Regional offices and warehouse
  
All segments
  
Leased & 
Owned
Irvine, California
Regional office
All segments
Leased
Norco, California
Regional office and warehouse
Process and Industrial 
Facilities, Storage and 
Terminal Solutions
Leased
Orange, California
  
Regional office and fabrication and 
warehouse facility
  
All segments
  
Leased (2)
Pittsburgh, Pennsylvania
Regional office
All segments
Leased
Somerset, New Jersey
  
Regional office and warehouse
  
Utility and Power 
Infrastructure, Process 
and Industrial Facilities
  
Leased
Temperance, Michigan
  
Regional office and warehouse
  
Storage and Terminal 
Solutions
  
Owned
Tucson, Arizona
  
Regional office and warehouse
  
Process and Industrial 
Facilities, Storage and 
Terminal Solutions
  
Leased
International:
Leduc, Alberta, Canada
Regional office and warehouse
Storage and Terminal 
Solutions
Leased
Sarnia, Ontario, Canada
  
Regional office and warehouse
  
Storage and Terminal 
Solutions
  
Owned
Paju-si, Gyeonggi-do, South Korea
Fabrication facility, regional office 
and warehouse
Storage and Terminal 
Solutions
Owned
Sydney, New South Wales, Australia
Regional office
Storage and Terminal 
Solutions
Leased
(1)
We constructed certain facilities on land acquired through ground leases with renewal options.
(2)
This facility is being replaced by our Bakersfield, California and Irvine, California locations. The Orange, California lease will be terminated in early 
FY2025. 
In addition to the locations listed above, we have smaller regional locations and temporary office facilities at numerous 
customer locations throughout the United States and Canada.
19

Item 3.   Legal Proceedings
We are a party to several legal proceedings.  See Part II., Item 8. Financial Statements and Supplementary Data, Note 7 - 
Commitments and Contingencies, for a description of our material ongoing litigation.
Item 4.   Mine Safety Disclosures
Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires domestic 
mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") 
by the federal Mine Safety and Health Administration.  We do not act as owner of any mines, but as a result of our performing 
services or construction at mine sites as an independent contractor, we may be considered an "operator" within the meaning of 
the Mine Act.
Information concerning mine safety violations or other regulatory matters required to be disclosed in this annual report under 
Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report on 
Form 10-K.
20

PART II
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity                
Securities
Market Information
Our common stock trades on the NASDAQ Global Select Market under the trading symbol "MTRX".  Substantially all of our 
stockholders maintain their shares in "street name" accounts and are not individually stockholders of record.  As of August 31, 
2024, there were 18 holders of record of our common stock.
Dividend Policy
We have never paid cash dividends on our common stock and the terms of our Credit Agreement prohibit us from paying cash 
dividends (see Item 8. Financial Statements and Supplementary Data, Note 5 - Debt for more information about our Credit 
Agreement).  Any future dividend payments will depend on the terms of our Credit Agreement, our financial condition, capital 
requirements and earnings as well as other relevant factors.
Issuer Purchases of Equity Securities
We may repurchase common stock pursuant to the Stock Buyback Program, which was approved by the board of directors in 
November 2018.  Under the program, the aggregate number of shares repurchased may not exceed 2,707,175 shares.  We may 
repurchase our stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and 
are not obligated to purchase any shares.  The program will continue unless and until it is modified or revoked by the Board of 
Directors.  We made no repurchases under the program during fiscal 2024 and have no current plans to repurchase stock.  As of 
June 30, 2024, there were 1,349,037 shares available for repurchase under the Stock Buyback Program.  The terms of our ABL 
Facility limit share repurchases to $2.5 million per fiscal year provided that we meet certain availability thresholds and do not 
violate our Fixed Charge Coverage Ratio financial covenant.
Performance Graph
The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the 
Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the 
Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically 
incorporate it by reference into such filing.
The following graph compares, for the period from June 30, 2019 to June 30, 2024, the cumulative stockholder return on our 
common stock with the cumulative total return of the NASDAQ Composite Index and the Dow Jones U.S. Heavy Construction 
Index.
The graph below assumes an investment of $100 (with reinvestment of all dividends) in our common stock, the NASDAQ 
Composite Index, and the Dow Jones U.S. Heavy Construction Index on June 30, 2019 and tracks their relative performance 
through June 30, 2024. The stock price performance reflected in the following graph is not necessarily indicative of future stock 
performance.
21

June 30,
2019
2020
2021
2022
2023
2024
Matrix Service Company
$ 
100.00 $ 
47.98 $ 
51.83 $ 
24.98 $ 
29.07 $ 
49.01 
NASDAQ Composite
$ 
100.00 $ 
126.94 $ 
184.36 $ 
141.17 $ 
178.08 $ 
230.80 
Dow Jones US Heavy Construction
$ 
100.00 $ 
86.84 $ 
158.06 $ 
167.88 $ 
248.43 $ 
302.55 
Item 6.   Reserved
22

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated 
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United 
States (“GAAP”).  GAAP represents a comprehensive set of accounting and disclosure rules and requirements, the application 
of which requires management judgments and estimates including, in certain circumstances, choices between acceptable GAAP 
alternatives. The preparation of these consolidated financial statements requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at 
the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  We base 
our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances.  
Actual results could differ from these estimates under different assumptions or conditions.  Note 1 - Summary of Significant 
Accounting Policies of the Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and 
Supplementary Data in this Annual Report on Form 10-K, contains a comprehensive summary of our significant accounting 
policies.  The following is a discussion of our most critical accounting policies, estimates, judgments and uncertainties that are 
inherent in our application of GAAP.
RESULTS OF OPERATIONS
Reportable Segments
We operate our business through three reportable segments:
•
Storage and Terminal Solutions: primarily consists of engineering, procurement, fabrication, and construction 
services related to cryogenic and other specialty tanks and terminals for LNG, NGLs, hydrogen, ammonia, propane, 
butane, liquid nitrogen/liquid oxygen, and liquid petroleum. We also perform work related to traditional aboveground 
crude oil and refined product storage tanks and terminals. This segment also includes terminal balance of plant work, 
truck and rail loading/offloading facilities, and marine structures as well as storage tank and terminal maintenance and 
repair. Finally, we manufacture and sell precision engineered specialty tank products, including geodesic domes, 
aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals.
•
Utility and Power Infrastructure: 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. Work may 
also include emergency and storm restoration services. We also provide construction services to a variety of power 
generation facilities, including natural gas fired facilities in simple or combined cycle configurations.
•
Process and Industrial Facilities: 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. 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.
Overview
Significant period to period changes in revenue, gross profits and operating results between fiscal 2024 and fiscal 2023 are 
discussed below on a consolidated basis for each segment.  A discussion of results of operations changes between fiscal 2023 
and fiscal 2022 is included in Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations 
of our Annual Report on Form 10-K for the year ended June 30, 2023, which was filed with the SEC on September 12, 2023.
23

Matrix Service Company
Results of Operations
(In thousands)
Operational Update
During fiscal 2024, our markets and project opportunities remained strong, driving $1.1 billion of awards added to backlog 
during the year, and producing a total backlog of $1.4 billion and a book-to-bill ratio of 1.5. 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. 
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 ("LNTP") 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 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 for fiscal 2024:
Storage and 
Terminal
Solutions
Utility and 
Power 
Infrastructure
Process and 
Industrial 
Facilities
Total
 
(In thousands)
Backlog as of June 30, 2023
$ 
270,659 
$ 
459,518 
$ 
359,921 
$ 1,090,098 
Project awards
 
804,396 
 
104,099 
 
182,382 
 
1,090,877 
Other adjustment(2)
 
— 
 
— 
 
(24,522) 
 
(24,522) 
Revenue recognized
 
(276,800) 
 
(183,920) 
 
(266,260) 
 
(726,980) 
Backlog as of June 30, 2024
$ 
798,255 
$ 
379,697 
$ 
251,521 
$ 1,429,473 
Book-to-bill ratio(1)
 
2.9x 
 
0.6x 
 
0.7x 
 
1.5x 
(1)
Calculated by dividing project awards by revenue recognized.
(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.  This segment includes significant opportunities for storage infrastructure projects related to natural gas, 
LNG, ammonia, hydrogen, NGLs and other forms of renewable energy.  We believe LNG and hydrogen projects in particular 
will be key growth drivers for this segment.  Bidding activity on LNG projects has been strong and we expect that to continue. 
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 
24

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, 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. 
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.  It is common for awards to shift from one period to another as the timing of awards is dependent upon a number of 
factors including changes in market conditions, permitting, off take agreements, project financing and other factors.  Backlog 
volatility may increase for some segments from time to time when individual project awards are less frequent, but more 
significant.  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 Results of Operations
Fiscal Years Ended June 30,
2024 v 2023
2024
2023
$
%
(In thousands)
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) %
Operating loss
 
(30,113)  
(52,887)  
22,774 
 (43) %
Other income (expense):
Interest expense
 
(1,130)  
(2,024)  
894 
 (44) %
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 
25

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. See Item 8. Financial Statements, Note 4 - Goodwill and Other Intangible Assets, for 
more information about the impairment.
Restructuring costs - 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. See Item 8. 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. 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.
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.
26

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. 
27

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. 
Corporate
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
Overview
We define liquidity as the ongoing ability to pay our liabilities as they become due, fund business operations and meet all 
monetary contractual obligations. Our primary sources of liquidity at June 30, 2024 were unrestricted cash and cash equivalents 
on hand, capacity under our ABL Facility (see "ABL Credit Facility" in this Liquidity and Capital Resources section and Item 
8. Financial Statements and Supplementary Data, Note 5 - Debt, for more information), and cash generated from operations.  
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
Total cash, cash equivalents and restricted cash
$ 
140,615 $ 
79,812 
Less: Restricted cash
 
25,000  
25,000 
Unrestricted Cash
 
115,615  
54,812 
Availability
 
53,988  
37,742 
Total Liquidity
$ 
169,603 $ 
92,554 
28

The following table provides a summary of changes in our liquidity for the fiscal year ended June 30, 2024 (in thousands):
Liquidity at June 30, 2023
$ 
92,554 
Cash provided by operating activities
 
72,571 
Capital expenditures
 
(6,994) 
Proceeds from asset sales(1)
 
6,049 
Increase in availability under ABL Facility
 
16,246 
Cash used by other financing activities
 
(10,372) 
Effect of exchange rate changes on cash
 
(451) 
Liquidity at June 30, 2024
$ 
169,603 
(1)
Includes $5.4 million of net proceeds in total from the sale of our Burlington, Ontario facility and Catoosa, Oklahoma facility that were disposed of in 
the first  and second quarter of fiscal 2024, respectively.  See Part II. Item 8, Financial Statements, Note 3 - Property, Plant and Equipment, for more 
information.  The remaining asset sales comprised of equipment sold in the normal course of business.
Factors that routinely impact our short-term liquidity and may impact our long-term liquidity include, but are not limited to:
•
changes in costs and estimated earnings in excess of billings on uncompleted contracts and billings on uncompleted 
contracts in excess of costs due to contract terms that determine the timing of billings to customers and the collection 
of those billings:
◦
some cost-plus and fixed price customer contracts are billed based on milestones which may require us to 
incur significant expenditures temporarily prior to collections from our customers;
◦
some fixed-price customer contracts allow for significant upfront billings at the beginning of a project, which 
temporarily increases liquidity near term;
◦
time and material contracts are normally billed in arrears. Therefore, we are routinely required to carry these 
costs until they can be billed and collected; and
◦
some of our large construction projects may require security in the form of letters of credit or significant 
retentions.  Retentions are normally held until certain contractual milestones are achieved;
•
other changes in working capital, including the timing of tax payments and refunds; and
•
capital expenditures.
Other factors that may impact both short and long-term liquidity include:
•
contract disputes;
•
collection issues, including those caused by weak commodity prices, economic slowdowns or other factors which can 
lead to credit deterioration of our customers;
•
strategic investments in new operations;
•
borrowing constraints under our ABL Facility and maintaining compliance with all covenants contained in the ABL 
Facility;
•
acquisitions and disposals of businesses or assets; and
•
purchases of shares under our stock buyback program.
29

ABL Credit Facility
On September 9, 2021, the Company and our primary U.S. and Canada operating subsidiaries entered into an asset-based credit 
agreement, which was most recently amended on May 3, 2024 (as amended, the "ABL Facility"), with Bank of Montreal, as 
Administrative Agent, Swing Line Lender and a Letter of Credit Issuer, and the lenders named therein.  The maximum amount 
of loans under the ABL Facility is limited to $90.0 million. The ABL Facility is intended to be used for working capital, capital 
expenditures, issuances of letters of credit and other lawful purposes. Our obligations under the ABL Facility are guaranteed by 
substantially all of our U.S. and Canadian subsidiaries and are secured by a first lien on all our assets under the ABL Facility. 
The ABL Facility matures, and any outstanding amounts become due and payable, on September 9, 2026.
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 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.
Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, an annual rate of 
either a base rate (“Base Rate”), an Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"), or at the 
Canadian Prime Rate, plus an applicable margin.  The Adjusted Term SOFR is defined as (i) the SOFR plus (ii) 11.448 basis 
points for a one-month tenor and 26.161 basis points for a three-month tenor; provided that the Adjusted Term SOFR cannot be 
below zero.  The Base Rate is defined as a fluctuating interest rate equal to the greater of: (i) rate of interest announced by Bank 
of Montreal from time to time as its prime rate; (ii) the U.S. federal funds rate plus 0.50%; (iii) Adjusted Term SOFR for one 
month period plus 1.00%; or (iv) 1.00%.  Depending on the amount of average availability, the applicable margin is between 
1.00% to 1.50% for Base Rate and Canadian Prime Rate borrowings, which includes either U.S. or Canadian prime rate, and 
between 2.00% and 2.50% for Adjusted Term SOFR borrowings.  Interest is payable either (i) monthly for Base Rate or 
Canadian Prime Rate borrowings or (ii) the last day of the interest period for Adjusted Term SOFR borrowings, as set forth in 
the ABL Facility.  The fee for undrawn amounts is 0.25% per annum and is due quarterly.  
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.  We were in compliance with all covenants of the ABL Facility as of June 30, 2024
Cash Flows Provided by Operating Activities
Cash flows provided by operating activities for the fiscal year ended June 30, 2024 totaled $72.6 million.  Major components of 
cash flows provided by operating activities for the year ended June 30, 2024 are as follows: 
Net Cash Provided by Operating Activities
(In thousands)
 
Fiscal Year Ended
June 30, 2024
Net loss
$ 
(24,976) 
Gain on sale of property, plant and equipment (1)
 
(4,923) 
Depreciation and amortization
 
11,023 
Stock-based compensation expense
 
7,745 
Other non-cash expenses
 
1,362 
Cash effect of changes in operating assets and liabilities
 
82,340 
Net cash provided by operating activities
$ 
72,571 
(1)
Gain on sale of property, plant and equipment includes a $4.5 million total gain on the sale of our Burlington, Ontario facility and Catoosa, Oklahoma 
facility that were disposed of in the first quarter of fiscal 2024 and the second quarter of fiscal 2024, respectively. (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.
30

Cash effect of changes in operating assets and liabilities at June 30, 2024 in comparison to June 30, 2023 include the following:
•
Accounts receivable, excluding credit losses recognized during the period and including retention amounts classified 
as non-current, increased $12.1 million during fiscal 2024, which decreased cash flows from operating activities.  The 
variance is primarily attributable to the timing of billing and collections.
•
Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") decreased $11.0 million, which 
increased cash flows from operating activities.  Billings on uncompleted contracts in excess of costs and estimated 
earnings ("BIE") increased $85.9 million, which increased cash flows from operating activities.  CIE and BIE balances 
can experience significant fluctuations based on business volume and the timing of when job costs are incurred and the 
timing of customer billings and payments.
•
Accounts payable decreased by $10.4 million during the fiscal year ended June 30, 2024, which decreased cash flows 
from operating activities. These operating liabilities can fluctuate based on the timing of vendor payments; accruals; 
lease commencement, lease payments, expiration, or termination of operating leases; business volumes; and other 
timing differences.
•
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; accruals; lease commencement, lease 
payments, expiration, or termination of operating leases; business volumes; and other timing differences.
Cash Flows Used by Investing Activities
Investing activities used $0.9 million of cash in the fiscal 2024 primarily due to capital expenditures, offset by proceeds from 
asset sales. 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 $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
We have never paid cash dividends on our common stock and the terms of our Credit Agreement prohibit us from paying cash 
dividends. Any future dividend payments will depend on the terms of our ABL Facility, our financial condition, capital 
requirements and earnings as well as other relevant factors.
Stock Repurchase Program
We may repurchase common stock pursuant to the Stock Buyback Program, which was approved by the board of directors in 
November 2018.  Under the program, the aggregate number of shares repurchased may not exceed 2,707,175 shares.  We may 
repurchase our stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and 
are not obligated to purchase any shares.  The program will continue unless and until it is modified or revoked by the Board of 
Directors.  We made no repurchases under the program during fiscal 2024 and have no current plans to repurchase stock.  As of 
June 30, 2024, there were 1,349,037 shares available for repurchase under the Stock Buyback Program.  The terms of our ABL 
Facility limit share repurchases to $2.5 million per fiscal year provided that we meet certain availability thresholds and do not 
violate our Fixed Charge Coverage Ratio financial covenant.
31

Treasury Shares
We had 579,422 treasury shares as of June 30, 2024 and intend to utilize these treasury shares in connection with equity awards 
under our stock incentive plans and for sales to the Employee Stock Purchase Plan.
Material Cash Requirements from Contractual and Other Obligations
As of June 30, 2024, our short-term and long-term material cash requirements for known contractual and other obligations were 
as follows:
•
Operating Leases:  In the normal course of business, we lease real estate and equipment under various arrangements 
which are classified as operating leases.  Future payments for such leases, excluding leases with initial terms of one 
year or less, were $29.6 million at June 30, 2024, with $5.3 million payable within the next 12 months.  Refer to Part 
II. Item 8, Financial Statements, Note 8 - Leases, for more information about our lease obligations and the timing of 
expected future payments.
Off-Balance Sheet Arrangements and Other Commitments
The terms of our construction contracts frequently require that we obtain from surety companies, and provide to our customers, 
surety bonds as a condition to the award of such contracts. These surety bonds are issued in return for premiums, which vary 
depending on the size and type of the bond, and secure our payment and performance obligations under such contracts. We 
have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of surety bonds issued on our 
behalf.  Surety bonds expire at various times ranging from final completion of a project to a period extending beyond contract 
completion in certain circumstances.  Such amounts can also fluctuate from period to period based upon the mix and level of 
our bonded operating activity. As of June 30, 2024, there were $101.3 million of surety bonds in force, of which we expect 
$93.5 million to expire within the next 12 months. Of the bonds in force, $70.6 million related to performance bonds for 
ongoing projects and the remainder related to contractor licensing, liens, and other bonds.  We are not aware of any losses in 
connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the 
foreseeable future.
We issue letters of credit under our ABL Facility in the normal course of business to support workers' compensation insurance 
programs or certain construction contracts.  As of June 30, 2024, we had $6.9 million of letters of credit outstanding, nearly all 
of which expire within the next 12 months.  The letters of credit that support our workers’ compensation programs are expected 
to renew annually through the term of our credit facility. The letters of credit that support construction contracts carry 
expiration dates that expire in fiscal 2025.
32

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Revenue Recognition
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.  
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
Goodwill represents the excess of the purchase price of acquisitions over the acquisition date fair value of the net identifiable 
tangible and intangible assets acquired.  In accordance with current accounting guidance, goodwill is not amortized and is tested 
at least annually for impairment at the reporting unit level, which is a level below our reportable segments.
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 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.  If the fair value of a 
reporting unit exceeds its carrying value, then goodwill is not impaired. If the fair value of a reporting unit is less than its 
carrying value, then goodwill is impaired to the extent of the difference, but the impairment may not exceed the balance of 
goodwill assigned to that reporting unit.
We utilize a discounted cash flow analysis, referred to as an income approach, and market multiples, referred to as a market 
approach, to determine the estimated fair value of our reporting units. For the income approach, significant judgments and 
assumptions including forecasted project awards, discount rate, anticipated revenue growth rate, gross margins, operating 
expenses, working capital needs and capital expenditures are inherent in the fair value estimates, which are based on our 
operating and capital budgets and on our strategic plan.  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 (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.  As a test for 
reasonableness, we also consider the combined fair values of our reporting units to our market capitalization.
We performed our annual goodwill impairment test as of May 31, 2024, which resulted in no impairment. The fiscal 2024 test 
indicated that two reporting units with a combined total of $16.6 million of goodwill as of June 30, 2024 were at higher risk of 
future impairment. If our view of project opportunities or gross margins deteriorates, particularly for the higher risk reporting 
units, then we may be required to record an impairment of goodwill. 
We considered the amount of headroom for each reporting unit when determining whether an impairment existed. The amount 
of headroom varies by reporting unit.  Our significant assumptions, including revenue growth rates, gross margins, discount rate 
and other factors may change in the future based on the changing economic and competitive environment in which we operate. 
Assuming that all other components of our fair value estimate remain unchanged, a change in the following assumptions would 
have the following effect on headroom:
33

Headroom Sensitivity Analysis
Goodwill as of 
June 30, 2024
(in thousands)
Baseline 
Headroom
Headroom if 
Revenue Growth 
Rate
Declines by 100 
Basis Points 
Headroom if 
Gross Margin
Declines by 100 
Basis Points 
Headroom if 
Discount Rate 
Increases by 100 
Basis Points 
Reporting Unit 1
$ 
11,158 
13%
6%
-1%
5%
Reporting Unit 2
$ 
8,175 
503%
471%
399%
450%
Reporting Unit 3
$ 
5,484 
70%
59%
-6%
50%
Reporting Unit 4
$ 
4,205 
950%
910%
809%
886%
Income Taxes
We use the asset and liability approach for financial accounting and reporting for income taxes.  Deferred income tax assets and 
liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will 
result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the 
differences are expected to affect taxable income.  Valuation allowances based on our judgments and estimates are established 
when necessary to reduce deferred tax assets to the amount expected to be realized in future operating results.  Our 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. Therefore, we estimate and provide for amounts of 
additional income taxes that may be assessed by the various taxing authorities.
Loss Contingencies
Various legal actions, claims and other contingencies arise in the normal course of our business.  Contingencies are recorded in 
the consolidated financial statements, or are otherwise disclosed, in accordance with ASC 450-20, “Loss Contingencies”.  We 
use a case-by-case evaluation of the underlying data and update our evaluation as further information becomes known.  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.
34

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our interest rate risk results primarily from our variable rate indebtedness under our ABL Facility, which is influenced by 
movements in short-term rates.  Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, 
at our option, an annual rate of either a base rate (“Base Rate”), an Adjusted Term SOFR ("Adjusted Term SOFR"), or at the 
Canadian Prime Rate, plus an applicable margin. The Adjusted Term SOFR is defined as (i) the SOFR plus (ii) 11.448 basis 
points for a one-month tenor and 26.161 basis points for a three-month tenor; provided that the Adjusted Term SOFR cannot be 
below zero. The Base Rate is defined as a fluctuating interest rate equal to the greater of: (i) rate of interest announced by Bank 
of Montreal from time to time as its prime rate; (ii) the U.S. federal funds rate plus 0.50%; (iii) Adjusted Term SOFR for one 
month period plus 1.00%; or (iv) 1.00%. Depending on the amount of average availability, the applicable margin is between 
1.00% to 1.50% for Base Rate and Canadian Prime Rate borrowings, which includes either U.S. or Canadian prime rate, and 
between 2.00% and 2.50% for Adjusted Term SOFR borrowings. Interest is payable either (i) monthly for Base Rate or 
Canadian Prime Rate borrowings or (ii) the last day of the interest period for Adjusted Term SOFR borrowings, as set forth in 
the ABL Facility. The fee for undrawn amounts is 0.25% per annum and is due quarterly. 
Foreign Currency Risk
We have subsidiaries with operations in Canada and South Korea, which use the Canadian Dollar and South Korean Won, 
respectively, as their functional currencies. We also have a subsidiary with operations in Australia, but its functional currency is 
the U.S. Dollar since its sales are primarily denominated in U.S. Dollars.
Historically, movements in the Canadian Dollar to U.S. Dollar exchange rate have not significantly impacted our results.  Also, 
we do not expect exchange rate fluctuations in our South Korean and Australian operations to materially impact our financial 
results since these operations represent an insignificant portion of our consolidated revenue and expenses. However, further 
growth in our Canadian, South Korean and/or Australian operations and/or significant fluctuations in the Canadian Dollar, 
South Korean Won and/or Australian Dollar to U.S. Dollar exchange rates could impact our financial results in the future.
Management has not entered into derivative instruments to hedge foreign currency risk, but periodically evaluates the 
materiality of our foreign currency exposure. To mitigate our risk, on occasion we convert Canadian Dollar balances into U.S. 
Dollars to settle U.S. Dollar amounts owed by our Canadian operations. A 10% unfavorable change in the Canadian Dollar 
against the U.S. Dollar would not have had a material impact on our financial results for the fiscal year ended June 30, 2024.
Commodity Price Risk
We have no direct commodity exposure, but we do have exposure to materials derived from certain commodities including steel 
plate, steel pipe, and copper, which are key materials we use. Disruptions to global supply chains in recent years have led to 
higher prices for some of the materials we need to run our business. We mitigate these risks primarily by procuring materials 
upon contract execution to ensure that our purchase price approximates the costs included in the project estimate, and also by 
negotiating contract provisions that mitigate our exposure to fluctuations in materials costs. We have been proactive with 
managing our procurement processes to help reduce the impacts of rising materials prices on our business and to help ensure we 
continue to have the materials we need available. However, rising prices and the potential for materials shortages have created 
additional risk in bidding and executing work profitably.
35

Item 8.   Financial Statements and Supplementary Data
 
Financial Statements of the Company
Management’s Report on Internal Control Over Financial Reporting
37
Reports of Independent Registered Public Accounting Firm (PCAOB ID 34)
38
Consolidated Statements of Income for the Fiscal Years Ended June 30, 2024, June 30, 2023, 
and June 30, 2022
42
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2024, 
June 30, 2023, and June 30, 2022
43
Consolidated Balance Sheets as of June 30, 2024 and June 30, 2023
44
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2024, June 30, 
2023, and June 30, 2022
46
Consolidated Statements of Changes in Stockholders’ Equity for the Fiscal Years Ended 
June 30, 2024, June 30, 2023, and June 30, 2022
47
Notes to Consolidated Financial Statements
48
Schedule II—Valuation and Qualifying Accounts
72
Financial Statement Schedules
The financial statement schedule is filed as a part of this report under Schedule II – Valuation and Qualifying Accounts for the 
three fiscal years ended June 30, 2024, June 30, 2023 and June 30, 2022 immediately following Notes to Consolidated 
Financial Statements. All other schedules are omitted because they are not applicable or the required information is shown in 
the financial statements, or notes thereto, included herein.
36

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Matrix Service Company and its wholly-owned subsidiaries (the “Company”) are responsible for 
establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial 
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the 
preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. 
Internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in 
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide 
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 
with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in 
accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding 
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a 
material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations and cannot provide absolute assurance that 
all objectives will be met. Internal control over financial reporting is a process that involves diligence and is subject to lapses in 
judgment and human error. Internal control over financial reporting can also be circumvented by collusion or management 
override of controls.  Because of these limitations, there is a risk that material misstatements may not be prevented or detected 
on a timely basis.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of 
June 30, 2024. In making this assessment, the Company’s management used the criteria established in Internal Control—
Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 
in Internal Control-Integrated Framework.
Management’s assessment included an evaluation of such elements as the design and operating effectiveness of key financial 
reporting controls, process documentation, accounting policies, overall control environment and information systems control 
environment.  Based on this assessment, the Company’s management has concluded that the Company’s internal control over 
financial reporting as of June 30, 2024 was effective.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness 
of the Company’s internal control over financial reporting as of June 30, 2024. Deloitte & Touche LLP’s report on the 
Company’s internal control over financial reporting is included herein.
/s/ John R. Hewitt
 
 
/s/ Kevin S. Cavanah
John R. Hewitt
 
 
Kevin S. Cavanah
President and Chief Executive Officer
 
 
Vice President and Chief Financial Officer
September 10, 2024 
37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of  Matrix Service Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Matrix Service Company and subsidiaries (the “Company”) as 
of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of 
Sponsoring Organizations of the Treadway Commission (COSO).  In our opinion, the Company maintained, in all material 
respects, effective internal control over financial reporting as of June 30, 2024 based on criteria established in Internal Control - 
Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the consolidated financial statements as of and for the year ended June 30, 2024, of the Company and our report 
dated September 10, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its 
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report 
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control 
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be 
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and 
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all 
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk 
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the 
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit 
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally 
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures 
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit 
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and 
expenditures of the company are being made only in accordance with authorizations of management and directors of the 
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or 
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate 
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
September 10, 2024 
38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Matrix Service Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Matrix Service Company and subsidiaries (the "Company") 
as of  June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes 
in stockholders' equity for each of the three years in the period ended June 30, 2024 and the related notes and the schedule listed 
in the Index at Item 8 (collectively referred to as the "financial statements"). In our opinion, the financial statements present 
fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its 
operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting 
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal 
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission 
and our report dated September 10, 2024 expressed an unqualified opinion on the Company's internal control over financial 
reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on 
the Company's financial statements based on our audits.  We are a public accounting firm registered with the PCAOB and are 
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to 
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial 
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included 
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included 
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall 
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that 
were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that 
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The 
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and 
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on 
the accounts or disclosures to which they relate.
Revenue – Fixed Price Contracts – Refer to Notes 1 and 2 to the financial statements
Critical Audit Matter Description
The Company enters into contracts with customers to provide engineering, procurement, and fabrication and construction 
services, usually provided in association with capital projects, which commonly are fixed price contracts and are billed based on 
project milestones. Revenue on performance obligations associated with fixed-price contracts is recognized over time since 
these services create or enhance assets the customer controls as they are being created or enhanced. The Company measures 
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. Due to the nature of work left to be performed on many of 
the Company’s contracts, the estimation of total cost at completion for fixed price contracts is complex, subject to many 
variables and requires significant judgment. For the fiscal year ended June 30, 2024, revenue totaled $728.2 million, of which 
$455.5 million related to fixed-price contracts.
39

Given the significant judgment necessary to estimate total costs at completion for fixed price contracts, auditing these estimates 
required extensive audit effort due to the volume and complexity of the fixed price contracts and a high degree of auditor 
judgment when evaluating the results of audit procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to estimated total costs at completion for fixed price contracts included the following, among 
others:
•
We tested the effectiveness of controls over the recognition of revenue for fixed price contracts, including 
management’s controls over estimates of total costs at completion.
•
We evaluated the appropriateness and consistency of the methods and assumptions used by management to estimate 
total costs on fixed price contracts.
•
We evaluated management’s ability to accurately estimate contract costs by comparing current gross margin to 
historical gross margin for certain fixed price contracts. 
•
For certain fixed price contracts we performed the following: 
◦
Evaluated management’s ability to estimate total costs at completion by performing corroborating inquiries 
with the Company’s project managers and personnel involved with the selected contracts, including inquiries 
related to the timeline to completion and estimates of future costs to complete the contract. 
◦
Selected a sample of estimates of future costs to complete and evaluated management’s estimates of total 
costs at completion by performing one of the following:
▪
Comparing management’s estimates to documents such as management’s work plans, customer 
purchase orders, third-party invoices from suppliers, and subcontractor agreements.
▪
Developing independent estimates of total costs at completion and compared our estimates to 
management’s estimates. Our independent estimates were based on information such as 
management’s work plans, customer purchase orders, third-party invoices from suppliers, 
subcontractor agreements, and similar historical project experience. 
Goodwill – Certain Reporting Units– Refer to Notes 1 and 4 to the financial statements
The Company’s evaluation of goodwill for impairment involves the comparison of management’s estimate of the fair value of 
each reporting unit to its carrying value. The estimated fair value of each reporting unit was derived primarily by utilizing a 
discounted cash flow analysis based on the Company’s operating and capital budgets and strategic plan. Significant judgments 
and assumptions including the revenue growth rate, forecasted gross margins, and discount rate are inherent in the fair value 
estimates. The use of alternate judgments and/or assumptions could result in a fair value that differs from management’s 
estimate and could result in the recognition of impairment charges in the financial statements. 
The Company performed an annual goodwill impairment test as of May 31, 2024, which resulted in no impairment in 2024. 
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 and their estimated fair values exceed their carrying values by 13% to 70%, respectively. The Company’s total 
goodwill was $29.0 million as of June 30, 2024.
We identified goodwill for two reporting units with a combined total of $16.6 million of goodwill as a critical audit matter 
because of the significant judgments made by management to estimate the fair values of these reporting units. This required a 
high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when 
performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the revenue 
growth rate, forecasted gross margins, and discount rate.
How the Critical Audit Matter Was Addressed in the Audit 
Our audit procedures related to the revenue growth rate, forecasted gross margins, and the discount rate used by management to 
estimate the fair value of the two identified reporting units included the following, among others:
40

•
We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the 
determination of the fair value of the two identified reporting units, as well as controls related to management’s 
selection of the revenue growth rate, forecasted gross margins, and discount rate.
•
We evaluated management’s ability to accurately forecast the revenue growth rate and future gross margins by 
comparing actual results to management’s historical forecasts.
•
We evaluated the reasonableness of management’s revenue growth rate and forecasted gross margins by comparing the 
forecasts to:
◦
Historical revenue growth and gross margins.
◦
Internal communications to management and the Board of Directors, including other forward-looking 
estimates prepared or used by management for other accounting estimates.
◦
Remaining performance obligations.
◦
Information included in Company press releases as well as in analyst and industry reports for the Company 
and certain of its peer companies and in industry outlooks. 
•
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and 
(2) the discount rate, including testing the source information underlying the determination of the discount rate, testing 
the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to 
the discount rate selected by management.
/s/ DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
September 10, 2024 
We have served as the Company's auditor since 2006.
41

Matrix Service Company
Consolidated Statements of Income
(In thousands, except per share data)
 
 
Fiscal Years Ended
 
June 30,
2024
June 30,
2023
June 30,
2022
Revenue
$ 
728,213 $ 
795,020 $ 
707,780 
Cost of revenue
 
687,740  
764,200  
708,986 
Gross profit (loss)
 
40,473  
30,820  
(1,206) 
Selling, general and administrative expenses
 
70,085  
68,249  
67,690 
Goodwill impairment
 
—  
12,316  
18,312 
Restructuring costs
 
501  
3,142  
646 
Operating loss
 
(30,113)  
(52,887)  
(87,854) 
Other income (expense):
Interest expense
 
(1,130)  
(2,024)  
(2,951) 
Interest income
 
1,339  
290  
90 
Other (Note 3)
 
4,892  
1,860  
32,432 
Loss before income tax expense (benefit)
 
(25,012)  
(52,761)  
(58,283) 
Provision (benefit) for federal, state and foreign income taxes
 
(36)  
(400)  
5,617 
Net loss
$ 
(24,976) $ 
(52,361) $ 
(63,900) 
Basic loss per common share
$ 
(0.91) $ 
(1.94) $ 
(2.39) 
Diluted loss per common share
$ 
(0.91) $ 
(1.94) $ 
(2.39) 
Weighted average common shares outstanding:
Basic
 
27,379  
26,988  
26,733 
Diluted
 
27,379  
26,988  
26,733 
 
See accompanying notes
42

Matrix Service Company
Consolidated Statements of Comprehensive Income
(In thousands)
 
 
Fiscal Years Ended
 
June 30,
2024
June 30,
2023
June 30,
2022
Net loss
$ 
(24,976) $ 
(52,361) $ 
(63,900) 
Other comprehensive loss, net of tax:
Foreign currency translation loss (net of tax expense of $0, $0 and 
$71 for the fiscal years ended June 30, 2024, 2023 and 2022, 
respectively)
 
(766)  
(594)  
(1,426) 
Comprehensive loss
$ 
(25,742) $ 
(52,955) $ 
(65,326) 
 
See accompanying notes
43

Matrix Service Company
Consolidated Balance Sheets
(In thousands)
June 30,
2024
June 30,
2023
Assets
Current assets:
Cash and cash equivalents
$ 
115,615 $ 
54,812 
Accounts receivable, net of allowance for credit losses
 
138,987  
145,764 
Costs and estimated earnings in excess of billings on uncompleted contracts
 
33,893  
44,888 
Inventories
 
8,839  
7,437 
Income taxes receivable
 
180  
496 
Prepaid expenses
 
4,065  
5,741 
Other current assets
 
12  
3,118 
Total current assets
 
301,591  
262,256 
Restricted cash
 
25,000  
25,000 
Property, plant and equipment, net
 
43,498  
47,545 
Operating lease right-of-use assets
 
19,150  
21,799 
Goodwill
 
29,023  
29,120 
Other intangible assets, net of accumulated amortization
 
1,651  
3,066 
Other assets, non-current (Note 2)
 
31,438  
11,718 
Total assets
$ 
451,351 $ 
400,504 
See accompanying notes
44

Matrix Service Company
Consolidated Balance Sheets (continued)
(In thousands, except share data)
June 30,
2024
June 30,
2023
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$ 
65,629 $ 
76,365 
Billings on uncompleted contracts in excess of costs and estimated earnings
 
171,308  
85,436 
Accrued wages and benefits
 
15,878  
13,679 
Accrued insurance
 
4,605  
5,579 
Operating lease liabilities
 
3,739  
4,661 
Other accrued expenses
 
3,956  
1,815 
Total current liabilities
 
265,115  
187,535 
Deferred income taxes
 
25  
26 
Operating lease liabilities
 
19,156  
20,660 
Borrowings under asset-backed credit facility
 
—  
10,000 
Other liabilities, non-current
 
2,873  
799 
Total liabilities
 
287,169  
219,020 
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock—$.01 par value; 60,000,000 shares authorized; 27,888,217 shares 
issued as of June 30, 2024 and June 30, 2023; 27,308,795 and 27,047,318 shares 
outstanding as of June 30, 2024 and June 30, 2023, respectively
 
279  
279 
Additional paid-in capital
 
145,580  
140,810 
Retained earnings
 
33,941  
58,917 
Accumulated other comprehensive loss
 
(9,535)  
(8,769) 
Treasury stock, at cost — 579,422 and 840,899 shares as of June 30, 2024 and 
June 30, 2023, respectively
 
(6,083)  
(9,753) 
Total stockholders' equity
 
164,182  
181,484 
Total liabilities and stockholders’ equity
$ 
451,351 $ 
400,504 
See accompanying notes
45

Matrix Service Company
Consolidated Statements of Cash Flows
(In thousands)
 
Fiscal Years Ended
 
June 30,
2024
June 30,
2023
June 30,
2022
Operating activities:
Net loss
$ 
(24,976) $ 
(52,361) $ 
(63,900) 
Adjustments to reconcile net loss to net cash provided (used) by operating activities
Depreciation and amortization
 
11,023 
 
13,694 
 
15,254 
Goodwill impairment
 
— 
 
12,316 
 
18,312 
Stock-based compensation expense
 
7,745 
 
6,791 
 
7,877 
Deferred income tax
 
— 
 
— 
 
5,358 
Gain on sale of property, plant and equipment (Note 3)
 
(4,923)  
(2,841)  
(33,114) 
Accelerated amortization of deferred debt amendment fees
 
— 
 
— 
 
1,518 
Other
 
1,362 
 
147 
 
907 
Changes in operating assets and liabilities increasing (decreasing) cash:
Accounts receivable, net of allowance for credit losses
 
(12,077)  
8,663 
 
(6,587) 
Costs and estimated earnings in excess of billings on uncompleted contracts
 
10,995 
 
(136)  
(13,978) 
Inventories
 
(1,402)  
2,506 
 
(2,632) 
Other assets and liabilities
 
3,897 
 
10,538 
 
(530) 
Accounts payable
 
(10,385)  
1,210 
 
13,654 
Billings on uncompleted contracts in excess of costs and estimated earnings
 
85,872 
 
20,330 
 
11,274 
Accrued expenses
 
5,440 
 
(10,610)  
(7,609) 
Net cash provided (used) by operating activities
 
72,571 
 
10,247 
 
(54,196) 
Investing activities:
Capital expenditures
 
(6,994)  
(9,009)  
(3,345) 
Proceeds from asset sales (Note 3)
 
6,049 
 
6,466 
 
39,018 
Net cash provided (used) by investing activities
 
(945)  
(2,543)  
35,673 
Financing activities:
Advances under asset-backed credit facility
 
10,000 
 
10,000 
 
20,000 
Repayments of advances under asset-backed credit facility
 
(20,000)  
(15,000)  
(5,000) 
Payment of debt amendment fees
 
(100)  
— 
 
(1,263) 
Issuances of common stock
 
— 
 
— 
 
199 
Proceeds from issuance of common stock under employee stock purchase plan
 
184 
 
252 
 
270 
Repurchase of common stock for payment of statutory taxes due on equity-based 
compensation
 
(456)  
(310)  
(853) 
Other
 
— 
 
— 
 
(654) 
Net cash provided (used) by financing activities
 
(10,372)  
(5,058)  
12,699 
Effect of exchange rate changes on cash
 
(451)  
(205)  
(683) 
Net increase (decrease) in cash and cash equivalents
 
60,803 
 
2,441 
 
(6,507) 
Cash, cash equivalents, and restricted cash, beginning of period (Note 1)
 
79,812 
 
77,371 
 
83,878 
Cash, cash equivalents, and restricted cash, end of period (Note 1)
$ 
140,615 
$ 
79,812 
$ 
77,371 
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Income taxes
$ 
(165) $ 
(13,337) $ 
(2,864) 
Interest
$ 
880 
$ 
2,093 
$ 
2,773 
Non-cash investing and financing activities:
Purchases of property, plant and equipment on account
$ 
140 
$ 
104 
$ 
54 
See accompanying notes
46

Matrix Service Company
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share data)
Common
Stock
Additional
Paid-In  
Capital
Retained
Earnings
Treasury Stock
Accumulated
Other
Comprehensive
Loss
Shares
Amount
Shares
Amount
Total
June 30, 2021
 27,888,217 $ 
279 $ 137,575 $ 175,178  1,338,779 $ (20,744) $ 
(6,749) $ 285,539 
Net loss
 
—  
—  
—  
(63,900)  
—  
—  
—  
(63,900) 
Other comprehensive loss
 
—  
—  
—  
—  
—  
—  
(1,426)  
(1,426) 
Issuance of restricted stock
 
—  
—  
(5,102)  
—  (268,403)  
5,102  
—  
— 
Treasury shares sold to employee stock 
purchase plan
 
—  
—  
(307)  
—  
(29,826)  
577  
—  
270 
Treasury shares repurchased to satisfy tax 
withholding obligations
 
—  
—  
—  
—  
76,703  
(853)  
—  
(853) 
Exercise of stock options
 
—  
—  
(189)  
—  
(19,550)  
388  
—  
199 
Stock-based compensation expense
 
—  
—  
7,877  
—  
—  
—  
—  
7,877 
June 30, 2022
 27,888,217  
279  
139,854  111,278  1,097,703  
(15,530)  
(8,175)  227,706 
Net loss 
 
—  
—  
—  
(52,361)  
—  
—  
—  
(52,361) 
Other comprehensive loss
 
—  
—  
—  
—  
—  
—  
(594)  
(594) 
Issuance of restricted stock
 
— 
 
(5,150)  
—  (259,529)  
5,150  
—  
— 
Treasury shares sold to employee stock 
purchase plan
 
—  
—  
(685)  
—  
(50,139)  
937  
—  
252 
Treasury shares repurchased to satisfy tax 
withholding obligations
 
—  
—  
—  
—  
52,864  
(310)  
—  
(310) 
Stock-based compensation expense
 
—  
—  
6,791  
—  
—  
—  
—  
6,791 
June 30, 2023
 27,888,217  
279  
140,810  
58,917  
840,899  
(9,753)  
(8,769)  181,484 
Net loss 
 
—  
—  
—  
(24,976)  
—  
—  
—  
(24,976) 
Other comprehensive loss
 
—  
—  
—  
—  
—  
—  
(766)  
(766) 
Issuance of restricted stock
 
—  
—  
(3,868)  
—  (297,026)  
3,868  
—  
— 
Treasury shares sold to employee stock 
purchase plan
 
—  
—  
(74)  
—  
(19,775)  
258  
—  
184 
Treasury shares repurchased to satisfy tax 
withholding obligations
 
—  
—  
—  
—  
55,324  
(456)  
—  
(456) 
Stock-based compensation expense
 
—  
—  
7,745  
—  
—  
—  
—  
7,745 
Modification of liability-classified 
awards (Note 10)
 
—  
—  
967  
—  
—  
—  
—  
967 
June 30, 2024
 27,888,217 $ 
279 $ 145,580 $ 33,941  
579,422 $ 
(6,083) $ 
(9,535) $ 164,182 
See accompanying notes
47

Matrix Service Company
Notes to Consolidated Financial Statements
Note 1— Basis of Presentation and Significant Accounting Policies
Organization and Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the 
United States and include the accounts of Matrix Service Company and its subsidiaries (“Matrix”, the “Company” or “we”, 
“our”, and “us” are to Matrix Service Company and its subsidiaries), all of which are wholly owned. Intercompany transactions 
and balances have been eliminated in consolidation.
We operate in the United States, Canada, South Korea and Australia. Our reportable segments are Storage and Terminal 
Solutions, Utility and Power Infrastructure, and Process and Industrial Facilities.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the amounts 
reported in the financial statements and accompanying notes. We believe the most significant estimates and judgments are 
associated with revenue recognition, the recoverability tests that must be periodically performed with respect to our goodwill 
and other intangible assets, deferred tax assets, and the estimation of loss contingencies, including liabilities associated with 
litigation and with the self-insured retentions on our insurance programs. Actual results could materially differ from those 
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 construction 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 construction projects.
Step 1: 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.
Step 2: 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.
48

Step 3: 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.
Step 4: 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.
Step 5: 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.
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.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
49

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.
Claims
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 Note 2 - Revenue.
Cash, Cash Equivalents and Restricted Cash
We include as cash equivalents all investments with original maturities of three months or less which are readily convertible 
into cash.  We have cash on deposit at June 30, 2024 with banks in the United States, Canada, South Korea and Australia in 
excess of Federal Deposit Insurance Corporation ("FDIC"), Canada Deposit Insurance Corporation ("CDIC"), Korea Deposit 
Insurance Corporation ("KDIC") and Financial Claims Scheme ("FCS") protection limits, respectively. The United States 
Dollar equivalent of Canadian, South Korean and Australian deposits totaled $11.8 million as of June 30, 2024.
The ABL Facility requires us to maintain a minimum of $25.0 million of restricted cash at all times. Since this cash must be 
restricted through the maturity date of the ABL Facility, which is beyond one year, we have classified this restricted cash as 
non-current in our Consolidated Balance Sheets. 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
$ 
115,615 $ 
54,812 
Restricted cash
 
25,000  
25,000 
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash 
Flows
$ 
140,615 $ 
79,812 
Accounts Receivable
Accounts receivable are carried on a gross basis, less the allowance for credit losses. We estimate the allowance for credit 
losses based on relevant information about past events, including historical experience, current conditions, and reasonable and 
supportable forecasts that affect the collectability of the reported amount. Our customers consist primarily of major integrated 
oil companies, independent refiners and marketers, power companies, petrochemical companies, pipeline companies, mining 
companies, contractors and engineering firms. We are exposed to the risk of individual customer defaults or depressed cycles in 
our customers’ industries. To mitigate this risk, many of our contracts require payment as projects progress or advance payment 
in some circumstances. In addition, in most cases we can place liens against the property, plant or equipment constructed or 
terminate the contract if a material contract default occurs.  Accounts are written off against the allowance for credit losses only 
after all reasonable collection attempts have been exhausted.
Retentions
Contract retentions collectable beyond one year are included in Other assets, non-current in the Consolidated Balance Sheets.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
50

Loss Contingencies
Various legal actions, claims and other contingencies arise in the normal course of our business.  Contingencies are recorded in 
the consolidated financial statements, or are otherwise disclosed, in accordance with ASC 450-20, “Loss Contingencies”.  
Specific reserves are provided for loss contingencies to the extent we conclude that a loss is both probable and estimable.  We 
use a case-by-case evaluation of the underlying data and update our evaluation as further information becomes known.  
Inventories
Inventories consist primarily of steel plate and pipe and aluminum coil and extrusions. Cost is determined primarily using the 
average cost method and inventories are stated at the lower of cost or net realizable value.
Depreciation
Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.  Depreciable 
lives are as follows: buildings—40 years, construction equipment—3 to 15 years, transportation equipment—3 to 5 years, and 
office equipment and software—3 to 10 years.  Leasehold improvements are amortized over the shorter of the useful life of the 
asset or the lease term. 
Leases
We enter into lease arrangements for real estate, construction equipment and information technology equipment in the normal 
course of business. We determine if an arrangement is or contains a lease at inception of the arrangement. An arrangement is 
determined to be a lease if it conveys the right to control the use of identified property and equipment for a period of time in 
exchange for consideration. Operating lease right-of-use assets are recognized as the present value of future lease payments 
over the lease term as of the commencement date, plus any lease payments made prior to commencement, and less any lease 
incentives received. Operating lease liabilities are recognized as the present value of the future lease payments over the lease 
term as of the commencement date. Operating lease expense is recognized based on the undiscounted future lease payments 
over the remaining lease term on a straight-line basis.  Lease expense related to short-term leases is recognized on a straight-line 
basis over the lease term. 
Determinations with respect to lease term (including any renewals and terminations), incremental borrowing rate used to 
discount lease payments, variable lease expense and future lease payments require the use of judgment based on the facts and 
circumstances related to each lease. We consider various factors, including economic incentives, intent, past history and 
business need, to determine the likelihood that a renewal option will be exercised.
Right-of-use assets are evaluated for impairment in accordance with our policy for impairment of long-lived assets.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment when events or changes in circumstances indicate, in management’s judgment, 
that the carrying value of such assets used in operations may not be recoverable. The determination of whether an impairment 
has occurred is based on management’s estimate of undiscounted future cash flows attributable to the assets as compared to the 
carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by 
estimating the fair value of the assets and, to the extent the carrying value exceeds the fair value of the assets, recording a loss 
provision.
For assets identified to be disposed of in the future, the carrying value of the assets are compared to the estimated fair value less 
the cost of disposal to determine if an impairment has occurred. Until the assets are disposed of, an estimate of the fair value is 
redetermined when related events or circumstances change. 
Goodwill
Goodwill represents the excess of the purchase price of acquisitions over the acquisition date fair value of the net identifiable 
tangible and intangible assets acquired.  In accordance with current accounting guidance, goodwill is not amortized and is tested 
at least annually for impairment at the reporting unit level, which is a level below our reportable segments.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
51

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. The goodwill impairment test involves comparing management’s estimate of the fair 
value of a reporting unit with its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying 
value, then goodwill is not impaired. If the fair value of a reporting unit is less than its carrying value, then goodwill is impaired 
to the extent of the difference, but the impairment may not exceed the balance of goodwill assigned to that reporting unit.
We utilize a discounted cash flow analysis, referred to as an income approach, and market multiples, referred to as a market 
approach, to determine the estimated fair value of our reporting units. For the income approach, significant judgments and 
assumptions including forecasted project awards, discount rate, anticipated revenue growth rate, gross margins, operating 
expenses, working capital needs and capital expenditures are inherent in the fair value estimates, which are based on our 
operating and capital budgets and on our strategic plan.  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 (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. As a test for 
reasonableness, we also consider the combined fair values of our reporting units to our market capitalization.
Other Intangible Assets
Intangible assets that have finite useful lives are amortized by the straight-line method over their useful lives ranging from 6 
years to 15 years. A finite intangible asset is considered impaired when its carrying amount is not recoverable and exceeds the 
asset's fair value. The carrying amount is deemed unrecoverable if it is greater than the sum of undiscounted cash flows 
expected to result from use and eventual disposition of the asset. An impairment loss is equal to the excess of the carrying 
amount over the fair value of the asset. If quoted market prices are not available, the fair values of the intangible assets are 
based on present values of expected future cash flows or royalties avoided using discount rates commensurate with the risks 
involved.
Insurance Reserves
We maintain insurance coverage for various aspects of our operations.  However, we retain exposure to potential losses through 
the use of deductibles, coverage limits and self-insured retentions. We establish reserves for claims using a combination of 
actuarially determined estimates and case-by-case evaluations of the underlying claim data and update our evaluations as 
further information becomes known. Judgments and assumptions are inherent in our reserve accruals; as a result, changes in 
assumptions or claims experience could result in changes to these estimates in the future. If actual results of claim settlements 
are different than the amounts estimated, we may be exposed to future gains and losses that could be material.
Stock-Based Compensation
We have issued time-based and market-based restricted stock unit awards under our long-term incentive compensation plans.  
We have issued time-based awards that are equity-settled and time-based awards that are cash-settled. The fair value of time-
based awards is based on the value of our common stock at the grant date. The fair value of market-based awards is based on 
several factors, including the probability that the market condition specified in the grant will be achieved, which is calculated 
using a Monte Carlo model. Cash-settled time-based awards must be settled in cash and are accounted for as liability-type 
awards and are remeasured at the end of each reporting period at fair value until settlement. For all awards, expense is 
recognized over the requisite service period with forfeitures recorded as they occur.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
52

Income Taxes
We use the asset and liability approach for financial accounting and reporting for income taxes.  Deferred income tax assets and 
liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will 
result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the 
differences are expected to affect taxable income. Valuation allowances based on our judgments and estimates are established 
when necessary to reduce deferred tax assets to the amount expected to be realized in future operating results.  Our 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. Therefore, we estimate and provide for amounts of 
additional income taxes that may be assessed by the various taxing authorities. 
Foreign Currency
The functional currencies of our operations in Canada, South Korea and Australia are the Canadian Dollar, South Korean Won 
and U.S. Dollar, respectively. The functional currency of our Australian operations is the U.S. Dollar since its sales are 
primarily denominated in that currency. For subsidiaries with operations using a foreign functional currency, assets and 
liabilities are translated at the year-end exchange rates and the income statement accounts are translated at average exchange 
rates throughout the year. Translation gains and losses are reported in Accumulated Other Comprehensive Loss, net of tax, in 
the Consolidated Statements of Changes in Stockholders’ Equity and in Other Comprehensive Loss in the Consolidated 
Statements of Comprehensive Income. Translation gains and losses are reversed from Accumulated Other Comprehensive Loss 
and are recognized in current period income in the event we dispose of an entity with accumulated translation gains or losses.  
Transaction gains and losses are reported as a component of Other income (expense) in the Consolidated Statements of Income.
Accounting Standards Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment 
Disclosures, which expands disclosures about a public entity's reportable segments and requires enhanced information about a 
reportable segment's expenses, interim segment profit or loss, and how a public entity's chief operating decision maker uses 
reported segment profit or loss information in assessing segment performance and allocating resources. The update will be 
effective for annual periods beginning after December 15, 2023 (fiscal 2025). Adoption of this ASU will result in additional 
disclosure, but will not impact the Company's consolidated financial position, results of operations or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, 
which expands disclosures in an entity's income tax rate reconciliations table and regarding cash taxes paid both in the U.S. and 
foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). 
Adoption of this ASU will result in additional disclosure, but will not impact the Company's consolidated financial position, 
results of operations or cash flows.
Other accounting pronouncements issued but not effective until after June 30, 2024 are not expected to have a material impact 
on the Company's consolidated financial position, results of operations, or cash flows.
Note 2 – Revenue
Remaining Performance Obligations
We had $1.1 billion of remaining performance obligations yet to be satisfied as of June 30, 2024.  We expect to recognize 
approximately $534.6 million of our remaining performance obligations as revenue within the next twelve months.
Contract Balances
Contract terms with customers include the timing of billing and payment, which usually differs from the timing of revenue 
recognition.  As a result, we carry contract assets and liabilities in our balance sheet.  These contract assets and liabilities are 
calculated on a contract-by-contract basis and are classified as current.  We present our contract assets in the balance sheet as 
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts ("CIE").  CIE consists of revenue recognized in 
excess of billings.  We present our contract liabilities in the balance sheet as Billings on Uncompleted Contracts in Excess of 
Costs and Estimated Earnings ("BIE").  BIE consists of billings in excess of revenue recognized.  The following table provides 
information about CIE and BIE:
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
53

June 30,
2024
June 30,
2023
Change
(In thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts
$ 
33,893 $ 
44,888 $ 
(10,995) 
Billings on uncompleted contracts in excess of costs and estimated earnings
 
(171,308)  
(85,436)  
(85,872) 
Net contract liabilities
$ 
(137,415) $ 
(40,548) $ 
(96,867) 
The difference between the beginning and ending balances of our CIE and BIE primarily results from the timing of revenue 
recognized relative to its billings. The amount of revenue recognized during the fiscal year ended June 30, 2024 that was 
included in the prior period BIE balance was $85.3 million.  
Progress billings in accounts receivable at June 30, 2024 and June 30, 2023 included retentions to be collected within one year 
of $11.6 million and $16.3 million, respectively. Contract retentions collectable beyond one year are included in Other assets, 
non-current in the Consolidated Balance Sheets and totaled $28.6 million and $10.0 million as of June 30, 2024 and June 30, 
2023, respectively.
Unpriced Change Orders and Claims
Costs and estimated earnings in excess of billings on uncompleted contracts included revenues for unpriced change orders and 
claims of $9.9 million and $9.7 million at June 30, 2024 and 2023, respectively. The amounts ultimately realized may be 
different than the recorded amounts resulting in adjustments 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.
Disaggregated Revenue
Revenue disaggregated by reportable segment is presented in Note 13 - Segment Information. The following series of tables 
presents revenue disaggregated by geographic area where the work was performed and by contract type:
Geographic Disaggregation:
Fiscal Years Ended
June 30,
2024
June 30,
2023
June 30,
2022
(In thousands)
United States
$ 
662,449 $ 
720,140 $ 
640,512 
Canada
 
56,420  
61,691  
63,045 
Other international
 
9,344  
13,189  
4,223 
Total Revenue
$ 
728,213 $ 
795,020 $ 
707,780 
Contract Type Disaggregation:
Fiscal Years Ended
June 30,
2024
June 30,
2023
June 30,
2022
(In thousands)
Fixed-price contracts
$ 
455,548 $ 
419,426 $ 
421,188 
Time and materials and other cost reimbursable contracts
 
272,665  
375,594  
286,592 
Total Revenue
$ 
728,213 $ 
795,020 $ 
707,780 
Revisions in Estimates
Fiscal 2023
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
54

During fiscal 2023, unfavorable changes in the estimated recovery of change orders and increased forecasted costs to complete 
and closeout certain midstream gas processing capital work in the Process and Industrial Facilities segment resulted in a 
$12.6 million reduction of gross profit during 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 impacts of global supply chain issues and inflation. We achieved substantial completion on this work in 
early fiscal 2024.
Fiscal 2022
Our results of operations were materially impacted by an increase in the forecasted costs to complete a midstream gas 
processing project in the Process and Industrial Facilities segment. The project reduced gross profit by $8.7 million during 
fiscal 2022.  The increase in forecasted costs was primarily due to poor performance of a now terminated subcontractor, which 
required rework, as well as supply chain and cost escalation issues.  This project has since reached mechanical completion.
In fiscal 2022, our results of operations were materially impacted by an increase in the costs required to complete a thermal 
energy storage tank repair and maintenance project in the Storage and Terminal Solutions segment, which resulted in a decrease 
in gross profit of $6.3 million during the fiscal year.  We achieved substantial completion on this project in fiscal 2022.
During fiscal 2022, our results of operations were materially impacted by changes in the forecasted costs to complete two large 
construction projects in the Utility and Power Infrastructure segment and an unfavorable settlement of a claim with a customer 
in the same segment. Increases in the forecasted costs to complete the first project resulted in the project reducing gross profit 
by $3.6 million during fiscal 2022.  Increased forecasted costs to complete the second capital project resulted in the project 
reducing gross profit by $2.2 million during the fourth quarter of fiscal 2022 and $0.1 million during fiscal 2022. We 
recognized $78.1 million of revenue on this project during fiscal 2022 at a near break-even margin as a result of the change in 
estimate. Both projects reached substantial completion in fiscal 2023. The unfavorable settlement of a claim with a customer 
reduced gross profit by $2.1 million.
Note 3—Property, Plant and Equipment
The following table presents the components of our property, plant and equipment, net at June 30, 2024 and 2023:
June 30,
2024
June 30,
2023
(In thousands)
Property, plant and equipment
Land and buildings
$ 
32,610 $ 
37,263 
Construction equipment
 
76,603  
84,258 
Transportation equipment
 
41,075  
40,606 
Office equipment and software
 
34,154  
38,178 
Finance Lease
 
33  
— 
Construction in progress
 
4,948  
84 
Total property, plant and equipment
 
189,423  
200,389 
Accumulated depreciation
 
(145,925)  
(152,844) 
Property, plant and equipment, net
$ 
43,498 $ 
47,545 
During fiscal 2024, we sold a previously utilized facility in Burlington, Ontario for $2.7 million in net proceeds, which resulted 
in a gain of $2.5 million. We closed this previously utilized facility because it was no longer strategic to the future of the 
business.
During fiscal 2024, we also sold a facility in Catoosa, Oklahoma for $2.7 million in net proceeds, which resulted in a gain of 
$2.0 million. The facility was previously utilized for our industrial cleaning business, which was sold in fiscal 2023. The gains 
from these asset sales were included in Other income in the Consolidated Statements of Income.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
55

During fiscal 2023, we sold our industrial cleaning business for net proceeds of $6.3 million in cash and a $0.4 million 
receivable for amounts to be paid upon satisfactory transfer of title of certain vehicles and equipment sold. The sale resulted in a 
$2.9 million gain, which was included in Other income in the Consolidated Statements of Income. The industrial cleaning 
business was included in our Process and Industrial Facilities segment and was disposed of because its operations were no 
longer core to our growth strategy.
In fiscal 2022, we took advantage of elevated real estate prices and sold our regional office and fabrication and warehouse 
facilities located in Orange, California for net proceeds of $37.4 million in cash and recorded a gain of $32.4 million on the 
sale.  In connection with the sale, we entered into a leaseback agreement while replacement facilities were obtained. During 
fiscal 2024, we purchased a facility in Bakersfield, California for $4.1 million and leased new space for the regional office. The 
Company will move into these new facilities in early fiscal 2025.
Depreciation expense totaled $9.6 million, $12.0 million, and $13.4 million in fiscal 2024, 2023, and 2022, respectively.
Note 4—Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill by segment are as follows:
Storage and 
Terminal
Solutions
Utility and 
Power
Infrastructure
Process and 
Industrial 
Facilities
Total
 
(In thousands)
Net balance at June 30, 2021
$ 
26,774 $ 
6,984 $ 
26,878 $ 
60,636 
Goodwill impairment
 
(7,208)  
(2,659)  
(8,445)  
(18,312) 
Translation adjustment (1)
 
(121)  
(62)  
(6)  
(189) 
Net balance at June 30, 2022
 
19,445  
4,263  
18,427  
42,135 
Goodwill impairment
 
—  
—  
(12,316)  
(12,316) 
Disposal of business(2)
 
—  
—  
(627)  
(627) 
Translation adjustment(1)
 
(48)  
(24)  
—  
(72) 
Net balance at June 30, 2023
 
19,397  
4,239  
5,484  
29,120 
Translation adjustment(1)
 
(64)  
(33)  
—  
(97) 
Net balance at June 30, 2024
$ 
19,333 $ 
4,206 $ 
5,484 $ 
29,023 
(1)
The translation adjustments relate to the periodic translation of Canadian Dollar and South Korean Won denominated goodwill recorded as a part of 
prior acquisitions in Canada and South Korea, in which the local currency was determined to be the functional currency.
(2)
We sold our industrial cleaning business during the fourth quarter of fiscal 2023, which resulted in the allocation $0.6 million of goodwill to net assets 
sold in the transaction.  See Note 3 - Property, Plant and Equipment, Industrial Cleaning Disposal, for more information.
Fiscal 2024
We performed our annual goodwill impairment test as of May 31, 2024, which resulted in no impairment.  The fiscal 2024 test 
indicated that two reporting units with a combined total of $16.6 million of goodwill as of June 30, 2024 were at higher risk of 
future impairment.  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.  
The estimated fair value of each reporting unit was derived by utilizing a discounted cash flow analysis and market multiples of 
projected EBITDA. EBITDA is defined as earnings before interest expense, interest income, taxes, depreciation and 
amortization,  The key assumptions used are described in Note 1 - Summary of Significant Accounting Policies.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
56

Fiscal 2023
In the second quarter of fiscal 2023, we concluded that a goodwill impairment indicator existed for a reporting unit 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.
Fiscal 2022
In the third quarter of fiscal 2022, we concluded that goodwill impairment indicators existed based on the decline in the price of 
our stock and operating results that have underperformed our forecasts during the year.  Accordingly, we performed an interim 
impairment test as of March 31, 2022 and concluded that there was $18.3 million of total impairment to goodwill, which was 
recognized in operating income during the three and nine months ended March 31, 2022 as follows:
•
$8.4 million in the Process and Industrial Facilities segment;
•
$7.2 million in the Storage and Terminal Solutions segment; and
•
$2.7 million in the Utility and Power Infrastructure segment.
Other Intangible Assets
Information on the carrying value of other intangible assets is as follows: 
 
 
At June 30, 2024
 
Useful Life
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
 
(Years)
(In thousands)
Intellectual property
10
$ 
130 $ 
(109) $ 
21 
Customer based(1)
9 to 15
 
11,144  
(9,514)  
1,630 
Total other intangible assets
$ 
11,274 $ 
(9,623) $ 
1,651 
(1)
Intangible assets have been adjusted in fiscal 2024 to remove $4.4 million of intangible assets that have been fully amortized.
 
 
At June 30, 2023
 
Useful Life
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
 
(Years)
(In thousands)
Intellectual property
10 to 15
$ 
2,483 $ 
(2,371) $ 
112 
Customer based(1)
6 to 15
 
13,144  
(10,190)  
2,954 
Total other intangible assets
$ 
15,627 $ 
(12,561) $ 
3,066 
(1)
Customer-based intangible assets have been adjusted in fiscal 2023 to remove $4.2 million of intangible assets that have been fully amortized.
Amortization expense totaled $1.4 million, $1.7 million, and $1.8 million in fiscal 2024, 2023, and 2022, respectively.
We estimate that future amortization of other intangible assets will be as follows (in thousands):
For year ending:
June 30, 2025
$ 
1,096 
June 30, 2026
 
555 
Total estimated amortization expense
$ 
1,651 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
57

Note 5—Debt
On September 9, 2021, the Company and our primary U.S. and Canada operating subsidiaries entered into an asset-based credit 
agreement, which was most recently amended on May 3, 2024 (as amended, the "ABL Facility"), with Bank of Montreal, as 
Administrative Agent, Swing Line Lender and a Letter of Credit Issuer, and the lenders named therein.  The maximum amount 
of loans under the ABL Facility is limited to $90.0 million. The ABL Facility is intended to be used for working capital, capital 
expenditures, issuances of letters of credit and other lawful purposes.  Our obligations under the ABL Facility are guaranteed by 
substantially all of our U.S. and Canadian subsidiaries and are secured by a first lien on all our assets under the ABL Facility. 
The ABL Facility matures, and any outstanding amounts become due and payable, on September 9, 2026.
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 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, nearly all of which expire within the next 12 months, 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.
Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, an annual rate of 
either a base rate (“Base Rate”), an Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"), or at the 
Canadian Prime Rate, plus an applicable margin.  The Adjusted Term SOFR is defined as (i) the SOFR plus (ii) 11.448 basis 
points for a one-month tenor and 26.161 basis points for a three-month tenor; provided that the Adjusted Term SOFR cannot be 
below zero.  The Base Rate is defined as a fluctuating interest rate equal to the greater of: (i) rate of interest announced by Bank 
of Montreal from time to time as its prime rate; (ii) the U.S. federal funds rate plus 0.50%; (iii) Adjusted Term SOFR for one 
month period plus 1.00%; or (iv) 1.00%.  Depending on the amount of average availability, the applicable margin is between 
1.00% to 1.50% for Base Rate and Canadian Prime Rate borrowings, which includes either U.S. or Canadian prime rate, and 
between 2.00% and 2.50% for Adjusted Term SOFR borrowings.  Interest is payable either (i) monthly for Base Rate or 
Canadian Prime Rate borrowings or (ii) the last day of the interest period for Adjusted Term SOFR borrowings, as set forth in 
the ABL Facility.  The fee for undrawn amounts is 0.25% per annum and is due quarterly.  
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 1.00 
must be maintained.  We were in compliance with all covenants of the ABL Facility as of June 30, 2024.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
58

Note 6—Income Taxes
Sources of Pretax Income (Loss)
Fiscal Years Ended
 
June 30,
2024
June 30,
2023
June 30,
2022
 
(In thousands)
Domestic
$ 
(27,119) $ 
(52,636) $ 
(53,258) 
Foreign
 
2,107  
(125)  
(5,025) 
Total
$ 
(25,012) $ 
(52,761) $ 
(58,283) 
Components of the Provision for Income Tax Expense (Benefit)
Fiscal Years Ended
 
June 30,
2024
June 30,
2023
June 30,
2022
 
(In thousands)
Current:
Federal
$ 
(80) $ 
(369) $ 
230 
State
 
44  
(31)  
28 
Foreign
 
—  
—  
1 
Current Total
 
(36)  
(400)  
259 
Deferred:
Federal
 
—  
—  
2,504 
State
 
—  
—  
2,858 
Foreign
 
—  
—  
(4) 
Deferred Total
 
—  
—  
5,358 
Total
$ 
(36) $ 
(400) $ 
5,617 
Reconciliation Between the Expected Income Tax Provision Applying the Domestic 
Federal Statutory Tax Rate and the Reported Income Tax Provision
Fiscal Years Ended
June 30,
2024
June 30,
2023
June 30,
2022
 
(In thousands)
Expected benefit for federal income taxes at the statutory rate
$ 
(5,253) $ 
(11,080) $ 
(12,239) 
State income taxes, net of federal benefit
 
(2,065)  
(2,320)  
(1,971) 
Impairment of non-deductible goodwill(1)
 
—  
—  
1,132 
Charges without tax benefit, net of non-taxable income
 
384  
358  
265 
Change in valuation allowance(2)
 
8,542  
12,595  
17,943 
Excess tax expense (benefit) on stock-based compensation
 
(61)  
1,216  
1,019 
Research and development and other tax credits
 
(1,299)  
(1,175)  
(613) 
Foreign tax differential
 
388  
50  
(232) 
Federal rate differential net operating loss carryback
 
—  
—  
141 
Change in uncertain tax positions
 
(81)  
(90)  
(120) 
Other
 
(591)  
46  
292 
Provision (benefit) for federal, state and foreign income taxes
$ 
(36) $ 
(400) $ 
5,617 
(1)
In fiscal 2022, we impaired $18.3 million of goodwill, which included $5.4 million of non-deductible goodwill. See Note 4 - Goodwill and Other 
Intangible Assets for more information about the impairments.
(2)
Due to the existence of a cumulative loss over a three-year period, we recorded a full valuation allowance against our deferred tax assets in fiscal 
2022 and recorded additional valuation allowances against newly generated deferred tax assets in fiscal 2023 and 2024. These assets are primarily 
comprised of federal net operating losses, which have an indefinite carryforward, federal tax credits and state net operating losses. 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, we will realize the benefit associated with the net operating losses for which the valuation allowance has been provided. 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
59

Significant Components of our Deferred Tax Assets and Liabilities
June 30,
2024
June 30,
2023
 
(In thousands)
Deferred tax assets:
Accruals and reserves
$ 
283 $ 
504 
Bad debt reserve
 
52  
273 
Insurance reserve
 
941  
913 
Net operating loss benefit and credit carryforwards
 
29,626  
26,888 
Accrued compensation and pension
 
1,273  
964 
Stock compensation expense on nonvested restricted stock units
 
3,438  
1,794 
Book over tax amortization
 
5,607  
7,218 
Research and development capitalization
 
12,425  
6,592 
Foreign currency translation and other
 
1,324  
1,608 
Valuation allowance
 
(49,434)  
(41,060) 
Total deferred tax assets
 
5,535  
5,694 
Deferred tax liabilities:
Tax over book depreciation
 
5,081  
5,472 
Other
 
479  
248 
Total deferred tax liabilities
 
5,560  
5,720 
Net deferred tax liability
$ 
(25) $ 
(26) 
As reported in the Consolidated Balance Sheets:
June 30,
2024
June 30,
2023
 
(In thousands)
Deferred income tax assets
$ 
— $ 
— 
Deferred income tax liabilities
 
(25)  
(26) 
Net deferred tax liability
$ 
(25) $ 
(26) 
Valuation Allowance
We placed a valuation allowance on 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.
Operating Loss and Tax Credit Carryforwards
We have net operating loss carryforwards and tax credit carryforwards in federal, state and foreign jurisdictions. The valuation 
allowance at June 30, 2024 and June 30, 2023 reduces the recognized tax benefit of these carryforwards to an amount that is 
more likely than not to be realized. The gross carryforwards will generally expire as shown below for each jurisdiction:
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
60

Operating Loss and Tax Credit Carryforwards
Expiration Period
Amount              
(in thousands)
Federal net operating loss
Indefinite
$ 
40,554 
Federal tax credits
June 2041 to June 2044
$ 
4,849 
Federal foreign tax credits
June 2025
$ 
270 
State net operating losses
June 2025 to indefinite
$ 
106,191 
State tax credits
June 2033 to indefinite
$ 
984 
Foreign net operating losses
June 2033 to June 2044
$ 
31,883 
Foreign tax credits
June 2035 to June 2044
$ 
682 
Other
In general, it is our practice and intention to reinvest the earnings of our foreign subsidiaries in our foreign operations. We do 
not provide for outside basis differences under the indefinite reinvestment assertion of ASC 740-30.
We file tax returns in multiple domestic and foreign taxing jurisdictions. With a few exceptions, we are no longer subject to 
examination by taxing authorities through fiscal 2019. At June 30, 2024, we updated our evaluation of our open tax years in all 
known jurisdictions. As of June 30, 2024, we have a $0.1 million liability for unrecognized tax positions and the payment of 
related interest and penalties. We treat the related interest and penalties as income tax expense. Due to the uncertainties related 
to these tax matters, we are unable to make a reasonably reliable estimate as to when cash settlement with a taxing authority 
will occur.
Note 7—Commitments and Contingencies
Insurance Reserves
We maintain insurance coverage for various aspects of our operations. However, we retain exposure to potential losses through 
the use of deductibles, self-insured retentions and coverage limits.
Typically our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our 
services and provide warranties for materials and workmanship. We may also be required to name the customer as an additional 
insured up to the limits of insurance available, or we may be required to purchase special insurance policies or surety bonds for 
specific customers or provide letters of credit in lieu of bonds to satisfy performance and financial guarantees on some projects.  
We maintain a performance and payment bonding line sufficient to support the business. We generally require our 
subcontractors to indemnify us and our customer and name us as an additional insured for activities arising out of the 
subcontractors’ work.  We also require certain subcontractors to provide additional insurance policies, including surety bonds in 
favor of us, to secure the subcontractors’ work or as required by the subcontract.
There can be no assurance that our insurance and the additional insurance coverage provided by our subcontractors will fully 
protect us against a valid claim or loss under the contracts with our customers.
Litigation 
In 2020, we commenced litigation in the United States District Court for the Northern District of Ohio, Western Division 
(Matrix North American Construction, Inc. v. Pro-Tec Coating Company, LLC, Case No. 3:20-cv-00084-JZ) in an effort to 
collect an account receivable from an iron and steel customer on a reimbursable contract following the deterioration of the 
relationship. In connection with our suit, the customer filed certain counterclaims against us. In September 2023, a jury returned 
a verdict in our favor and awarded us the full contract balance. We received full payment of the remaining amount owed of 
$16.8 million in the second quarter of fiscal 2024.
In January 2021, we achieved mechanical completion on a crude oil storage project. On April 1, 2022, we filed an arbitration 
demand against Keyera Energy, Inc. in an effort to collect outstanding balances of $32.7 million related to the project. In 
response, on June 2, 2022, the customer filed counterclaims seeking $20.0 million, which included liquidated damages and 
damages with respect to miscellaneous warranty items. On October 31, 2022, the customer amended its counterclaim claiming 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
61

damages in a range of $18.8 million to $36.0 million, which included estimated amounts for “potential future costs.”  In July 
2024, the customer filed a second amended counterclaim which significantly increased the amount of alleged damages to a 
range of $69.6 million to $97.9 million, including a new claim for unspecified “other damages” of $46.9 million. A portion of 
the total alleged damages, if we are held liable, may be subject to certain insurance coverages. We believe we have substantial 
legal and contractual defenses to the claims presented, and are vigorously contesting the claims.  
During fiscal 2023, we completed construction services on a time and materials basis for a customer at a mining and minerals 
facility. In late fiscal 2023, after numerous attempts to collect outstanding receivables, we filed a notice of default for lack of 
payment of outstanding balances, and in early fiscal 2024, we filed a lien on the facility. The customer, 5E Boron Americas, 
LLC, responded by commencing litigation against us on July 17, 2023 in the United States District Court for the Central 
District of California, Eastern Division (5E Boron Americas, LLC v. Matrix Service Inc., Case No. 5:23-cv-01396-AB(DTBx)), 
alleging breach of contract and breach of express warranty. We denied all claims and filed a countersuit against the customer 
for failure to pay amounts due of $5.6 million.
We believe we have set appropriate reserves based on our evaluation of the possible outcomes for the matters described above. 
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. We and our 
subsidiaries are participants in various other legal actions. It is the opinion of management that none of the other known legal 
actions will have a material impact on our financial position, results of operations or liquidity.
Note 8— Leases
We enter into lease arrangements for real estate, construction equipment and information technology equipment in the normal 
course of business.  Real estate leases accounted for most of our right-of-use assets as of June 30, 2024.  Most real estate and 
information technology equipment leases generally have fixed payments that follow an agreed upon payment schedule and have 
remaining lease terms ranging from less than a year to 12 years. Construction equipment leases generally have "month-to-
month" lease terms that automatically renew as long as the equipment remains in use.
The components of lease expense in the Consolidated Statements of Income are as follows:
Fiscal Years Ended
June 30, 2024
June 30, 2023
June 30, 2022
Lease expense
Location of Expense in Consolidated Statements of Income
(in thousands)
Operating lease expense
Cost of revenue and selling, general and 
administrative expenses
$ 
5,994 $ 
6,635 $ 
7,511 
Short-term lease expense(1)
Cost of revenue
 
21,414  
29,598  
24,225 
Total lease expense
$ 
27,408 $ 
36,233 $ 
31,736 
(1)
Primarily represents the lease expense of construction equipment that is subject to month-to-month rental agreements with expected rental durations 
of less than one year.
The future undiscounted lease payments, as reconciled to the discounted operating lease liabilities presented in our 
Consolidated Balance Sheets, were as follows:
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
62

June 30, 2024
Maturity Analysis:
(in thousands)
Fiscal 2025
$ 
5,346 
Fiscal 2026
 
5,060 
Fiscal 2027
 
4,801 
Fiscal 2028
 
4,417 
Fiscal 2029
 
3,779 
Thereafter
 
6,153 
Total future operating lease payments
 
29,556 
Imputed interest
 
(6,661) 
Net present value of future lease payments
 
22,895 
Less: current portion of operating lease liabilities
 
3,739 
Non-current operating lease liabilities
$ 
19,156 
The following is a summary of the weighted average remaining operating lease and term and weighted average discount rate as 
of June 30, 2024:
Weighted-average remaining lease term (in years)
6.1 years
Weighted-average discount rate 
 6.3 %
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
63

Supplemental cash flow information related to leases is as follows:
Fiscal Year Ended
June 30, 2024
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease payments
$ 
5,761 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
$ 
1,956 
Note 9—Stockholders’ Equity
Preferred Stock
We have 5.0 million shares of preferred stock authorized, none of which was issued or outstanding at June 30, 2024 or June 30, 
2023.
Stock Repurchase Program
We may repurchase common stock pursuant to the Stock Buyback Program, which was approved by the board of directors in 
November 2018.  Under the program, the aggregate number of shares repurchased may not exceed 2,707,175 shares.  We may 
repurchase our stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and 
are not obligated to purchase any shares.  The program will continue unless and until it is modified or revoked by the Board of 
Directors.  We made no repurchases under the program in fiscal 2024 and have no current plans to repurchase stock.  The terms 
of our ABL Facility limit share repurchases to $2.5 million per fiscal year provided that we meet certain availability thresholds 
and do not violate our Fixed Charge Coverage Ratio financial covenant.  There were 1,349,037 shares available for repurchase 
under the November 2018 Program as of June 30, 2024.
Treasury Shares
In addition to the stock buyback program, we may withhold shares of common stock to satisfy the tax withholding obligations 
upon vesting of an employee’s restricted stock units.  We withheld 55,324, 52,864, and 76,703 shares of common stock during 
fiscal 2024, 2023, and 2022, respectively, to satisfy these obligations.  These shares were returned to our pool of treasury 
shares.  We have 579,422 treasury shares as of June 30, 2024 and intend to utilize these treasury shares in connection with 
equity awards under our incentive plans and for sales to the Employee Stock Purchase Plan. 
Note 10—Stock-Based Compensation
Total stock-based compensation expense for the fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022 was $7.7 
million, $6.8 million and $7.9 million, respectively.  Measured but unrecognized stock-based compensation expense at June 30, 
2024 was $9.8 million, all of which related to nonvested restricted stock units which are expected to be recognized as expense 
over a weighted average period of 1.8 years.  We recognized excess tax expense (benefit) of $(0.1) million, $1.2 million, and 
$1.0 million related to stock-based compensation vesting for the fiscal years ended June 30, 2024, 2023, and 2022, respectively.  
Plan Information
In November 2020, our stockholders approved the Matrix Service Company 2020 Stock and Incentive Compensation Plan (the 
"2020 Plan", which provides stock-based and cash-based incentives for officers, directors and other key employees. Stock 
options, restricted stock, restricted stock units, stock appreciation rights, performance shares and cash-based awards can be 
issued under this plan. Upon approval of the 2020 Plan, the 2018 Stock and Incentive Compensation Plan ("2018 Plan") was 
frozen with the exception of normal vesting and other activity associated with awards previously granted under the 2018 Plan. 
Shares awarded under the 2018 Plan that are subsequently forfeited or net settled for tax withholding purposes are returned to 
the treasury share pool and become available for grant under the 2020 Plan. The 2020 Plan was amended in November 2023 to 
increase the maximum authorized shares under the plan by 1,625,000 shares, increasing the total authorized shares under the 
2020 Plan from 2,350,000 to 3,975,000 shares.  
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
64

Awards totaling 3,975,000 shares have been authorized under the 2020 Plan, as amended. There were 2,472,567 shares 
available for grant under the amended 2020 Plan as of June 30, 2024.
Equity-settled Restricted Stock Units
We have issued equity-settled restricted stock units under the following types of arrangements:
•
Time-based awards—Employee awards generally vest in four equal annual installments beginning one year after the 
grant date. The award agreements contain a provision that accelerates the vesting for retirement eligible participants 
and participants that become retirement eligible during the vesting period and who elect to retire more than one year 
after the date of the award. The award is forfeited if retirement occurs before the first anniversary of the award.  
Settlement still occurs on the normal vesting schedules. Director awards vest one year after the grant date.
•
Market-based awards—These awards are in the form of performance units which vest 3 years after the grant date only 
if our common stock achieves certain levels of total shareholder return when compared to the total shareholder return 
of a peer group of companies as selected by the Compensation Committee of the Board of Directors. The payout can 
range from zero to 200% of the original award depending on the Company's relative total shareholder return during the 
performance period. As of June 30, 2024, there were approximately 377,000, 431,000, and 626,000 performance units 
that are scheduled to vest in fiscal 2025, fiscal 2026, and fiscal 2027, respectively, assuming target performance.
All awards under the 2020 Plan vest upon the death or disability of the participant or upon a change of control of the Company, 
provided that the successor company fails to assume or replace the awards in connection with that change of control event.  If 
the successor company does assume the awards, then vesting of the awards will be accelerated in the event of an involuntary 
termination or other material adverse event that occurs in connection with or following the change of control.  All awards prior 
to the 2020 Plan vest upon the death or disability of the participant or upon a change of control of the Company.
The grant date fair value of the time-based awards is determined by the market value of our common stock on the grant date.  
The grant date fair value of the market-based awards is calculated using a Monte Carlo model.  For the fiscal 2024 grant, the 
model estimated the fair value of the award based on approximately 100,000 simulations of the future prices of our common 
stock compared to the future prices of the common stock of its peer companies based on historical volatilities.  The model also 
took into account the expected dividends over the performance period of those peer companies which pay cash dividends.
Equity-settled restricted stock unit activity for the fiscal year ended June 30, 2024 is as follows:
Shares
Weighted Average  
Grant
Date Fair Value per 
Share
Nonvested shares at June 30, 2023
 
1,774,949 $ 
10.66 
Shares granted
 
1,039,126 $ 
11.11 
Shares vested and released
 
(297,026) $ 
9.40 
Shares canceled
 
(329,489) $ 
11.61 
Nonvested shares at June 30, 2024
 
2,187,560 $ 
10.90 
There were 782,707 and 696,227 restricted stock units granted in fiscal 2023 and 2022 with average grant date fair values of 
$7.04 and $14.13 per share, respectively.  There were 259,529 and 268,403 restricted stock units that vested and were released 
in fiscal 2023 and 2022 with weighted average fair values of $14.19 and $13.92 per share, respectively.  There were 214,017 
and 242,743 restricted stock units cancelled in fiscal 2023 and 2022 with an average grant date fair value of $21.89 and $25.50 
per share, respectively. 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
65

Cash-Settled Restricted Stock Units
We granted 360,030, 251,575, and 231,219 cash-settled restricted stock units during fiscal years 2024, 2023 and 2022, 
respectively; with weighted average fair values of $3.0 million, $1.5 million, and $2.6 million, respectively.  There were 
165,109 and 106,637 shares vested and released in fiscal 2024 and 2023, respectively; with weighted average fair values of 
$1.4 million and $1.1 million, respectively. There were no shares cancelled in fiscal 2024. In fiscal 2023, 13,621 shares were 
cancelled with a weighted average fair value of $0.1 million. The grant date fair value of these awards is based on the price of 
our common stock and the number of shares awarded on the date of grant.  The award must be settled in cash and is accounted 
for as a liability-type award.  The expense is recognized over the requisite service period with remeasurement at the end of each 
reporting period at fair value until settlement.  The requisite service period is based on the vesting provisions of the awards 
which generally occur in four equal annual installments beginning one year after the grant date.  These awards contain the same 
retirement provisions described for time-based awards in the equity-settled restricted stock units section above.
In the first quarter of fiscal 2024, due to an insufficient number of remaining shares available for issuance under the 2020 Plan, 
market-based awards granted in that period were subject to cash settlement upon vesting at the election of the board of 
directors, and the above-target payout portion of the awards were accounted for as liability awards. In the second quarter of 
fiscal 2024, stockholders approved an increase in the number of shares available for issuance under the 2020 Plan. In the fourth 
quarter of fiscal 2024, the compensation committee of the board of directors concluded the Company has the intent and ability 
to settle the entire market-based awards in equity, and therefore the grants became share-settled, equity-classified awards. The 
modification resulted in the elimination of the $1.0 million liability related to these awards, with a corresponding increase to 
additional paid-in capital, as presented on the Statements of Stockholders' Equity for the twelve months ended June 30, 2024.
We recognized $5.0 million, $1.3 million, and $0.6 million of expense in fiscal years 2024, 2023, and 2022, respectively, for 
cash-settled restricted stock units, which was included in selling, general and administrative expenses and cost of revenue in the 
Consolidated Statements of Income. As of June 30, 2024, the current portion of the liability for cash-settled restricted stock 
units was $2.4 million and is included in accrued wages and benefits in the Consolidated Balance Sheets. The non-current 
portion of the liability was $2.0 million and is included in other non-current liabilities in the Consolidated Balance Sheets.
Note 11—Earnings per Common Share
Basic earnings per share (“EPS”) is calculated based on the weighted average shares outstanding during the period.  Diluted 
earnings per share includes the dilutive effect of employee and director nonvested restricted stock units.  Nonvested restricted 
stock units are considered dilutive (antidilutive) whenever the average market value of the shares during the period exceeds (is 
less than) the sum of the related average unamortized compensation expense during the period plus the related hypothetical 
estimated excess tax benefit that will be realized when the shares vest. Nonvested restricted stock units are considered 
antidilutive in the event we report a net loss.
The computation of basic and diluted EPS is as follows: 
 
Fiscal Years Ended
 
June 30,
2024
June 30,
2023
June 30,
2022
 
(In thousands, except per share data)
Basic EPS:
Net loss 
$ 
(24,976) $ 
(52,361) $ 
(63,900) 
Weighted average shares outstanding
 
27,379  
26,988  
26,733 
Basic loss per share
$ 
(0.91) $ 
(1.94) $ 
(2.39) 
Diluted EPS:
Weighted average shares outstanding—basic
 
27,379  
26,988  
26,733 
Diluted weighted average shares
 
27,379  
26,988  
26,733 
Diluted loss per share
$ 
(0.91) $ 
(1.94) $ 
(2.39) 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
66

The following securities are considered antidilutive and have been excluded from the calculation of Diluted EPS:
 
Fiscal Years Ended
June 30,
2024
June 30,
2023
June 30,
2022
 
(In thousands)
Nonvested restricted stock units
 
863  
97  
110 
Note 12—Employee Benefit Plans
Defined Contribution Plans
We sponsor defined contribution savings plans for all eligible employees meeting length of service requirements.  Under the 
primary plan, participants may contribute an amount up to 75% of pretax annual compensation subject to certain limitations.  
We match 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions.  Our matching 
contributions vest immediately.
Our matching contributions were $5.1 million in fiscal year ended June 30, 2024 and $5.3 million in each of the fiscal years 
ended June 30, 2023 and 2022.
Multiemployer Pension Plans
We contribute to a number of multiemployer defined benefit pension plans in the U.S. and Canada under the terms of 
collective-bargaining agreements that cover our union-represented employees, who are represented by more than 100 local 
unions.  The related collective-bargaining agreements between those organizations and us, which specify the rate at which we 
must contribute to the multi-employer defined pension plan, expire at different times between 2023 and 2026.  Benefits under 
these plans are generally based on compensation levels and years of service.
For us, the financial risks of participating in multiemployer plans are different from single-employer plans in the following 
respects:
•
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other 
participating employers.
•
If a participating employer discontinues contributions to a plan, the unfunded obligations of the plan may be borne by 
the remaining participating employers.
•
If a participating employer chooses to stop participating in a plan, a withdrawal liability may be created based on the 
unfunded vested benefits for all employees in the plan.
Under federal legislation regarding multiemployer pension plans, in the event of a withdrawal from a plan or plan termination, 
companies are required to continue funding their proportionate share of such plan’s unfunded vested benefits.  We are a 
participant in multiple union sponsored multiemployer plans, and, as a plan participant, our potential obligation could be 
significant.  The amount of the potential obligation is not currently ascertainable because the information required to determine 
such amount is not identifiable or readily available.
Our participation in significant plans for the fiscal year ended June 30, 2024 is outlined in the table below.  The “EIN/Pension 
Plan Number” column provides the Employer Identification Number (“EIN”) and the three digit plan number.  The zone status 
is based on the latest information that the Company received from the plan and is certified by the plan’s actuary.  Plans in the 
red zone are generally less than 65 percent funded, plans in the yellow zone are generally less than 80 percent funded, and plans 
in the green zone are generally at least 80 percent funded.  The “FIP/RP Status Pending/Implemented” column indicates plans 
for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.  The 
“Surcharge Imposed” column includes plans in a red zone status that require a payment of a surcharge in excess of regular 
contributions. 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
67

Pension Fund
EIN/Pension
Plan Number
Pension
Protection Act
Zone Status
FIP/RP
Status
Pending or
Implemented
Company Contributions
Fiscal Year
Surcharge
Imposed
2024
2023
2024
2023
2022
 
 
 
 
 
(In thousands)
 
Boilermaker-Blacksmith National Pension 
Trust
48-6168020/001
Red
Red
Implemented
$ 
4,494 
$ 
5,284 
$ 
5,208 
Yes
National Electrical Benefit Fund, IBEW locals 
71, 126, 488, and 1319
53-0181657/001
Green
Green
NA
 
2,666 
 
3,437 
 
2,973 
No
Pipefitters Local 460 Pension Plan
51-6108443/001
Green
Green
NA
 
4,217 
 
2,479 
 
111 
No
Joint Pension Fund Local Union 164 IBEW 
22-6031199/001
Green
Green
NA
 
1,257 
 
1,724 
 
1,514 
No
IBEW Local 654 Pension Plan
23-6538183/001
Green
Green
NA
 
867 
 
1,242 
 
857 
No
Joint Pension Fund of Local Union No 102 
IBEW
22-1615726/001
Green
Green
NA
 
403 
 
1,143 
 
906 
No
IBEW Local 456 Pension Plan
22-6238995/001
Green
Green
NA
 
801 
 
1,180 
 
734 
No
Local 351 IBEW Pension Plan 
22-3417366/001
Green
Green
NA
 
841 
 
1,033 
 
395 
No
Steamfitters Local Union No 420 Pension Plan
23-2004424/001
Red
Red
Implemented
 
615 
 
656 
 
498 
Yes
Pipefitters Local 342 Pension Plan
94-3190386/001
Green
Green
NA
 
9 
 
498 
 
345 
No
IBEW Local 98 Pension Plan
23-6583334/001
Yellow
Yellow
Implemented
 
634 
 
484 
 
143 
No
Laborers Local 220 Pension Plan
43-6159056/001
Green
Green
NA
 
747 
 
427 
 
24 
No
Contributions to other multiemployer plans
 
3,282 
 
3,969 
 
3,110 
Total contributions made
$ 
20,833 
$ 
23,556 
$ 
16,818 
(1)
For the National Electrical Benefit Fund for Locals 71/126/488/1319, Pipefitters Local 460 Pension Plan, Local 351 IBEW Pension Plan, and Laborers 
Local 220 Pension Plan, we did not receive a funding notification that covered fiscal year 2023 during the preparation of the Form 10-K filed 
September 12, 2023. Under Federal pension law, if a multiemployer pension plan is determined to be in critical or endangered status, the plan must 
provide notice of this status to participants, beneficiaries, the bargaining parties, the Pension Benefit Guaranty Corporation, and the Department of 
Labor.  We also observed that these plans have not submitted any Critical or Endangered Status Notices to the Department of Labor for calendar years 
that we have not received notification.  The Critical or Endangered Status Notices can be accessed at https://www.dol.gov/agencies/ebsa/about-ebsa/
our-activities/public-disclosure/2024-funding-status-notices#2024-c-and-d.
Employee Stock Purchase Plan
The Matrix Service Company 2011 Employee Stock Purchase Plan (“ESPP”) was effective January 1, 2011.  The ESPP allows 
employees to purchase shares through payroll deductions and members of the Board of Directors to purchase shares from 
amounts withheld from their cash retainers. Share purchases are limited to an aggregate market value of no greater than $60,000 
per calendar year per participant and are purchased from us at the current market value with no discount to the participant.  
Contributions are with after tax earnings and are accumulated in non-interest bearing accounts for quarterly purchases of 
company stock. Upon the purchase of shares, the participants receive all stockholder rights including dividend and voting rights 
and are permitted to sell their shares at any time.  We have made 1,000,000 shares available under the ESPP and as of June 30, 
2024 there were 750,482 shares available for purchase.  The ESPP can be terminated at any time at the discretion of the Board 
of Directors and will automatically terminate once the plan shares are exhausted. Shares are issued from Treasury Stock under 
the ESPP. There were 19,775 shares issued in fiscal 2024, 50,139 shares in fiscal 2023, and 29,826 shares in fiscal 2022. 
Note 13—Segment Information
We operated our business through three reportable segments:
•
Storage and Terminal Solutions: primarily consists of engineering, procurement, fabrication, and construction 
services related to cryogenic and other specialty tanks and terminals for LNG, NGLs, hydrogen, ammonia, propane, 
butane, liquid nitrogen/liquid oxygen, and liquid petroleum. 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, 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
68

truck and rail loading/offloading facilities, and marine structures as well as storage tank and terminal maintenance and 
repair.  Finally, we manufacture and sell precision engineered specialty tank products, including geodesic domes, 
aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems and floating roof seals.
•
Utility and Power Infrastructure: 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. Work may 
also include emergency and storm restoration services. We also provide construction services to a variety of power 
generation facilities, including natural gas fired facilities in simple or combined cycle configurations.
•
Process and Industrial Facilities: 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. 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 evaluate performance and allocate resources based on operating income. We eliminate intersegment sales; therefore, no 
intercompany profit or loss is recognized.  Corporate selling, general and administrative expenses, including corporate salaries 
and facilities costs, are excluded from our three reportable segments in order to align controllable costs with the responsibility 
of segment management, and to be consistent with how our chief operating decision-maker assesses segment performance and 
allocates resources. Segment assets consist primarily of accounts receivable, costs and estimated earnings in excess of billings 
on uncompleted contracts, property, plant and equipment, right-of-use lease assets, goodwill and other intangible assets.
Operating Segment Information - The following tables set forth certain selected financial information for our operating 
segments for the periods indicated:
(In thousands)
Storage and 
Terminal 
Solutions
Utility and 
Power 
Infrastructure
Process and 
Industrial 
Facilities
Corporate
Total
Fiscal Year Ended June 30, 2024
Total revenue (1)
$ 
276,800 $ 
183,920 $ 
266,260 $ 
1,233 $ 
728,213 
Cost of revenue
 
(265,503)  
(174,688)  
(244,408)  
(3,141)  
(687,740) 
Gross profit (loss)
 
11,297  
9,232  
21,852  
(1,908)  
40,473 
Selling, general and administrative expenses
 
19,823  
8,844  
10,354  
31,064  
70,085 
Restructuring costs
 
—  
52  
215  
234  
501 
Operating income (loss)
$ 
(8,526) $ 
336 $ 
11,283 $ 
(33,206) $ 
(30,113) 
(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.
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
69

Storage and 
Terminal 
Solutions
Utility and 
Power 
Infrastructure
Process and 
Industrial 
Facilities
Corporate
Total
Fiscal Year Ended June 30, 2023
Total revenue (1)
$ 
255,693 
$ 
169,504 
$ 
369,823 
$ 
— 
$ 
795,020 
Cost of revenue
 
(245,223)  
(158,805)  
(359,067)  
(1,105)  
(764,200) 
Gross profit (loss)
 
10,470 
 
10,699 
 
10,756 
 
(1,105)  
30,820 
Selling, general and administrative expenses
 
20,054 
 
7,045 
 
14,909 
 
26,241 
 
68,249 
Goodwill impairment
 
— 
 
— 
 
12,316 
 
— 
 
12,316 
Restructuring costs
 
969 
 
37 
 
972 
 
1,164 
 
3,142 
Operating income (loss)
$ 
(10,553) $ 
3,617 
$ 
(17,441) $ 
(28,510) $ 
(52,887) 
(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions and were $5.6 million for the year 
ended June 30, 2023.
Storage and 
Terminal 
Solutions
Utility and 
Power 
Infrastructure
Process and 
Industrial 
Facilities
Corporate
Total
Fiscal Year Ended June 30, 2022
Total revenue (1)
$ 
232,839 
$ 
220,093 
$ 
254,848 
$ 
— 
$ 
707,780 
Cost of revenue
 
(232,577)  
(228,679)  
(245,578)  
(2,152)  
(708,986) 
Gross profit (loss)
 
262 
 
(8,586)  
9,270 
 
(2,152)  
(1,206) 
Selling, general and administrative expenses
 
17,284 
 
11,771 
 
12,506 
 
26,129 
 
67,690 
Goodwill impairment
 
7,208 
 
2,659 
 
8,445 
 
— 
 
18,312 
Restructuring costs
 
122 
 
87 
 
(1,578)  
2,015 
 
646 
Operating loss
$ 
(24,352) $ 
(23,103) $ 
(10,103) $ 
(30,296) $ 
(87,854) 
(1) Total revenues are net of inter-segment revenues which are primarily Storage and Terminal Solutions, $3.4 million, and Process and 
Industrial Solutions, $3.6 million, for the year ended June 30,  2022.
Total Assets by Segment
June 30, 2024
June 30, 2023
June 30, 2022
(In thousands)
Storage and Terminal Solutions
$ 
138,529 
$ 
139,333 
$ 
141,084 
Utility and Power Infrastructure
 
84,108 
 
67,630 
 
94,059 
Process and Industrial Facilities
 
81,524 
 
90,514 
 
104,078 
Corporate
 
147,190 
 
103,027 
 
101,572 
Total Segment Assets
$ 
451,351 
$ 
400,504 
$ 
440,793 
Geographical Disaggregation of Long-Lived Assets
The following table presents our long-lived tangible assets including property, plant and equipment, net, and operating right-of-use lease 
assets at June 30, 2024, 2023 and 2022:
June 30, 2024
June 30, 2023
June 30, 2022
(In thousands)
United States
$ 
57,520 $ 
63,174 $ 
69,932 
Canada
 
1,368  
1,957  
1,397 
Other international
 
3,760  
4,213  
4,607 
Total Long-Lived Assets
$ 
62,648 $ 
69,344 $ 
75,936 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
70

Information about Significant Customers:
Significant Customers as a Percentage of Segment Revenue
Consolidated
Storage and 
Terminal
Solutions
Utility and Power
Infrastructure
Process and 
Industrial 
Facilities
Fiscal Year ended June 30, 2024
Customer one
 10.5 %
 27.7 %
 — %
 — %
Customer two
 10.3 %
 — %
 — %
 28.2 %
Fiscal Year ended June 30, 2023
Customer one
 10.7 %
 — %
 — %
 22.9 %
Fiscal Year ended June 30, 2022
Customer one
 12.3 %
 0.8 %
 — %
 33.5 %
Customer two
 11.0 %
 — %
 35.5 %
 — %
 
Note 14—Restructuring Costs
In fiscal 2020, we initiated a business improvement plan to increase profitability and reduce our cost structure in order to help 
us become more competitive and deliver higher quality service.  As a result of specific events, including the effects of the 
COVID-19 pandemic and related market disruptions, the Company expanded its business improvement plan.
The business improvement plan consists of an initial phase of discretionary cost reductions, workforce reductions, reduction of 
capital expenditures and the reduction in size or closure of certain offices in order to increase the utilization of our staff and 
bring the cost structure of the business in line with revenue volumes.  In fiscal 2022, we commenced a second phase of our plan 
to focus on centralization of support functions, including business development, accounting, human resources, procurement and 
project services into shared service centers.  The restructuring costs consist primarily of severance costs, facility closure costs, 
consulting fees and other liabilities.  Our restructuring efforts were substantially complete as of June 30, 2023. 
Restructuring costs incurred are classified as follows:
Fiscal Year Ended
Since Inception of 
Business 
Improvement 
Plan
June 30, 2024
June 30, 2023
June 30, 2022
(in thousands)
Restructuring Costs by Type:
Severance and other personnel-related costs
$ 
501 $ 
2,787 $ 
596 $ 
18,202 
Total facility costs
 
—  
216  
33  
4,746 
Total other intangible asset impairments
 
—  
—  
—  
1,525 
Other costs
 
—  
139  
17  
582 
Total restructuring costs
$ 
501 $ 
3,142 $ 
646 $ 
25,055 
Matrix Service Company
Notes to Consolidated Financial Statements (continued)
71

Matrix Service Company
Schedule II—Valuation and Qualifying Accounts
June 30, 2024, June 30, 2023, and June 30, 2022 
(In thousands)
COL. A
COL. B
COL. C
ADDITIONS
COL. D
 
COL. E
 
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Charged to 
Other 
Accounts—
Describe
Deductions—
Describe
 
Balance at
End of
Period
Fiscal Year 2024
Deducted from asset accounts:
Allowance for credit losses
$ 
1,061 $ 
3 $ 
— $ 
(863) (A)
$ 
201 
Valuation allowance for deferred tax assets
 
41,060  
8,542  
—  
(168) (B)
 
49,434 
Total
$ 
42,121 $ 
8,545 $ 
— $ 
(1,031)   
$ 
49,635 
Fiscal Year 2023
Deducted from asset accounts:
Allowance for credit losses
$ 
1,320 $ 
(88) $ 
— $ 
(171) (A)
$ 
1,061 
Valuation allowance for deferred tax assets
 
28,615  
12,595  
—  
(150) (B)
 
41,060 
Total
$ 
29,935 $ 
12,507 $ 
— $ 
(321)   
$ 
42,121 
Fiscal Year 2022
Deducted from asset accounts:
Allowance for credit losses
$ 
898 $ 
738 $ 
— $ 
(316) (A)
$ 
1,320 
Valuation allowance for deferred tax assets
 
11,104  
17,943  
—  
(432) (B)
 
28,615 
Total
$ 
12,002 $ 
18,681 $ 
— $ 
(748)   
$ 
29,935 
(A)
Relates to various write-offs and cash receipts of previously reserved accounts from prior periods.
(B)
Relates to foreign currency translation for the portion of the valuation allowance on net operating loss and tax credit carryforwards in foreign 
jurisdictions.
72

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our 
Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s 
rules and forms, and that such information is accumulated and communicated to our management, including our Chief 
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on 
the definition of “disclosure controls and procedures” in Rule 13a-15(e).
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief 
Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls 
and procedures as of June 30, 2024.  Based on the foregoing, our Chief Executive Officer and Chief Financial Officer 
concluded that our disclosure controls and procedures were effective at the reasonable assurance level at June 30, 2024.
Management’s Report on Internal Control over Financial Reporting
See “Management’s Report on Internal Control over Financial Reporting” set forth in Item 8, Financial Statements and 
Supplementary Data of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes during the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to 
materially affect, our internal control over financial reporting.
Item 9B.  Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
73

PART III
Item 10.   Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our directors and corporate governance is incorporated herein by reference 
to the sections entitled “Proposal Number 1: Election of Directors” and “Corporate Governance and Board Matters” in our 
definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (“Proxy Statement”).  The information required by 
this item with respect to our executive officers is incorporated herein by reference to the section entitled “Executive Officer 
Information” in the Proxy Statement.
Item 11.   Executive Compensation
The information required by this item is incorporated herein by reference to the sections entitled “Director Compensation,” 
"Compensation Discussion and Analysis" and “Executive Officer Compensation” in the Proxy Statement.
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the sections entitled “Securities Authorized for 
Issuance Under Executive Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management” in 
the Proxy Statement.
Item 13.   Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the section entitled "Corporate Governance and 
Board Matters" and “Certain Relationships and Related Transactions” in the Proxy Statement. 
Item 14.   Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to the sections entitled “Fees of Independent 
Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policy” in the Proxy Statement.
74

PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1)  Financial Statements of the Company
The following financial statements and supplementary data are filed as a part of this report under “Item 8—Financial 
Statements and Supplementary Data” in this Annual Report on Form 10-K: 
Financial Statements of the Company
Management’s Report on Internal Control Over Financial Reporting
37
Reports of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
38
Consolidated Statements of Income for the Fiscal Years Ended June 30, 2024, June 30, 2023 and 
June 30, 2022
42
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2024, 
June 30, 2023 and June 30, 2022
43
Consolidated Balance Sheets as of June 30, 2024 and June 30, 2023
44
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2024, June 30, 2023 
and June 30, 2022
46
Consolidated Statements of Changes in Stockholders’ Equity for the Fiscal Years Ended June 30, 
2024, June 30, 2023 and June 30, 2022
47
Notes to Consolidated Financial Statements
48
Schedule II—Valuation and Qualifying Accounts
72
(2)  Financial Statement Schedules
The financial statement schedule is filed as a part of this report under Schedule II—Valuation and Qualifying Accounts June 30, 
2024, June 30, 2023 and June 30, 2022, immediately following Notes to Consolidated Financial Statements.  All other 
schedules are omitted because they are not applicable or the required information is shown in the financial statements, or notes 
thereto, included herein.
75

 (3)  The following documents are included as exhibits to this Annual Report on Form 10-K.  The exhibits below 
incorporated by reference herein are indicated as such by the information supplied in the parenthetical hereafter.
 
3.1 Amended and Restated Certificate of Incorporation of Matrix Service Company (Exhibit 3.1 to the Company's 
Current Report on Form 8-K  filed December 7, 2022).
 
3.2 Third Amended and Restated Bylaws, effective as of May 2, 2023 (Exhibit 3.1 to the Company’s Current Report 
on Form 8-K filed May 8, 2023).
 
4.1 Description of the Company's Common Stock (Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed 
September 4, 2019).
+10.1
Matrix Service Company 2018 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy 
Statement, filed September 21, 2018).
+10.2
Form of Restricted Stock Unit Award Agreement for Directors (2018 Stock and Incentive Compensation Plan) 
(Exhibit 10 to the Company's Quarterly Report on Form 10-Q, filed November 8, 2018).
+10.3
Form of Restricted Stock Unit Agreement for Employees (2018 Stock and Incentive Compensation Plan) 
(Exhibit 10.14 to the Company's Annual Report on Form 10-K, filed September 3, 2020).
+10.4
Form of Long-Term Incentive Award Agreement (2018 Stock and Incentive Compensation Plan) (Exhibit 10.15 
to the Company's Annual Report on Form 10-K, filed September 3, 2020).
+10.5
Form of Amended and Restated Severance Agreement (Exhibit 10 to the Company's Current Report on Form 8-
K filed November 15, 2016).
+10.6
Amended and Restated Deferred Compensation Plan for Members of the Board of Directors (Exhibit 10.1 to the 
Company’s Quarterly Report on Form 10-Q filed January 8, 2009).
+10.7
Amendment 1 to Amended and Restated Deferred Compensation Plan for Members of the Board of Directors 
(Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed November 9, 2012).
+10.8
Matrix Service Company 2020 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy 
Statement filed on September 24, 2020)..
+10.9
Form of Long-Term Incentive Award Agreement (2020 Stock and Incentive Compensation Plan) (Exhibit 10.16 
to the Company's Annual Report on Form 10-K filed September 13, 2021).
+10.10
Form of Restricted Stock Unit Award Agreement (2020 Stock and Incentive Compensation Plan) (Exhibit 10.17 
to the Company's Annual Report on Form 10-K filed September 13, 2021).
+10.11
Form of Indemnification Agreement (Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed 
November 7, 2019). 
10.12
Credit Agreement dated as of September 9, 2021 by and among, Matrix Service Company and certain 
subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as administrative agent 
(Exhibit 10.19 to the Company's Annual Report on Form 10-K filed September 13, 2021).
10.13
First Amendment and Waiver to Credit Agreement dated October 5, 2020 by and among Matrix Service 
Company and certain subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as 
administrative agent (Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 7, 2022).
+10.14
Amended and Restated Matrix Service Company 2021 Severance Plan for Executives (Exhibit 10.1 to the 
Company's Quarterly Report on Form 10-Q filed May 10, 2022).
10.15
Second Amendment to Credit Agreement dated December 29, 2023 by and among, Matrix Service Company 
and certain subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as administrative 
agent (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed February 8, 2024).
10.16
Third Amendment to Credit Agreement dated May 3, 2024 by and among, Matrix Service Company and certain 
subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as administrative agent 
(Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed May 9, 2024).
76

*21
Subsidiaries.
*23
Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.
*31.1
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002—CEO.
*31.2
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002—CFO.
*32.1
Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002)—CEO.
*32.2
Certification Pursuant to 18 U.S.C. 1350 (section 906 of Sarbanes-Oxley Act of 2002)—CFO.
*95
Mine Safety Disclosure.
*97
Matrix Service Company Clawback Policy
*101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its 
XBRL tags are embedded within the Inline XBRL document.
*101.SCH
XBRL Taxonomy Schema Document.
*101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
*101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB
XBRL Taxonomy Extension Labels Linkbase Document.
*101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
*104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
       *Filed herewith.
       +Management Contract or Compensatory Plan.
 
Item 16. Form 10-K Summary
None
77

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Matrix Service Company has duly 
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Matrix Service Company
Date : September 10, 2024
 
 
By:  
/s/ John R. Hewitt
 
 
 
John R. Hewitt, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
  
Title
 
Date
/s/ John D. Chandler
Chairman of the Board of Directors
September 10, 2024
John D. Chandler
  
 
/s/ John R. Hewitt
President, Chief Executive Officer and Director
September 10, 2024
John R. Hewitt
  
(Principal Executive Officer)
 
/s/ Kevin S. Cavanah
Vice President
and Chief Financial Officer
September 10, 2024
Kevin S. Cavanah
  
(Principal Accounting and
Principal Financial Officer)
 
/s/ Jose L. Bustamante
Director
September 10, 2024
Jose L. Bustamante
/s/ Martha Z. Carnes
Director
September 10, 2024
Martha Z. Carnes
/s/ Carlin G. Conner
Director
September 10, 2024
Carlin G. Conner
/s/ Liane K. Hinrichs
Director
September 10, 2024
Liane K. Hinrichs
  
 
/s/ James H. Miller
Director
 
September 10, 2024
James H. Miller
78

EXHIBIT 21
Matrix Service Company
Subsidiaries
Matrix Service Inc., an Oklahoma corporation
Matrix Service Canada ULC, an Alberta, Canada unlimited liability corporation
Matrix North American Construction, Inc., an Oklahoma corporation
Matrix North American Construction, Ltd., a Canadian corporation
Matrix North American Construction, LLC, a Delaware limited liability company
Matrix SME Canada, Inc., a Delaware corporation
Matrix SME Canada ULC, a Nova Scotia, Canada unlimited liability corporation
Matrix PDM Engineering, Inc., a Delaware corporation
Matrix PDM, LLC, an Oklahoma limited liability company
Matrix Applied Technologies, Inc., a Delaware corporation
Matrix International Holding Company, Ltd., a British corporation
Matrix Applied Technologies, Ltd., a South Korean corporation
Matrix Applied Technologies, Pty. Ltd., an Australian corporation
River Consulting, LLC, a Louisiana limited liability company
Matrix Products and Services S. de R.L. de C.V., a Mexican limited liability variable stock corporation
Matrix Service VI, LLC, a U.S. Virgin Island limited liability company
Mobile Aquatic Solutions, Inc., an Oklahoma corporation
MSI Federal Contracting, LLC, a Delaware limited liability company
Devco USA, LLC, an Oklahoma limited liability company
Houston Dynamics, LLC, a Qatar limited liability company
Matrix Service International, LLC, a Delaware limited liability company
Matrix Applied Technologies FZ-LLC, a UAE free zone company
Matrix Applied Technologies Pte Ltd, a Singapore limited company
Matrix PDM Engineering Ltd., a Nova Scotia limited company
Matrix Engineering & Technical Solutions, LLC, a Delaware limited liability company
Matrix Project Services, LLC, a Delaware limited liability company

[This page intentionally left blank] 

Exhibit 31.1
CERTIFICATIONS
I, John R. Hewitt, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Matrix Service Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements 
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, 
and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls 
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to 
be designed under our supervision, to ensure that material information relating to the registrant, including 
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the 
period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial 
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability 
of financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of 
the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that 
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case 
of an annual report) that has materially affected, or is reasonably likely to materially affect, the 
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of 
directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over 
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, 
process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant 
role in the registrant’s internal control over financial reporting.
Date: September 10, 2024
/s/ John R. Hewitt
John R. Hewitt
President and Chief Executive Officer

Exhibit 31.2
CERTIFICATIONS
I, Kevin S. Cavanah, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Matrix Service Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements 
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, 
and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls 
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to 
be designed under our supervision, to ensure that material information relating to the registrant, including 
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the 
period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial 
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability 
of financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of 
the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that 
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case 
of an annual report) that has materially affected, or is reasonably likely to materially affect, the 
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of 
directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over 
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, 
process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant 
role in the registrant’s internal control over financial reporting.
Date: September 10, 2024
/s/ Kevin S. Cavanah
Kevin S. Cavanah
Vice President and Chief Financial Officer

EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant
Section 906 of Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Matrix Service Company (the “Company”) on Form 10-K for the period ending 
June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Hewitt, 
President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 
of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934 as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company.
Date: September 10, 2024
/s/ John R. Hewitt
John R. Hewitt
President and Chief Executive Officer

EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant
Section 906 of Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Matrix Service Company (the “Company”) on Form 10-K for the period ending 
June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin S. Cavanah, 
Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 
906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934 as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company.
Date: September 10, 2024
/s/ Kevin S. Cavanah
Kevin S. Cavanah
Vice President and Chief Financial Officer

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Matrix Service Company is an Equal Opportunity/Affirmative Action employer and does not discriminate against any employee or applicant for employment because of race, 
color, religion, gender, sexual orientation, national origin, age, genetic information, disability, veteran status, marital status, or any other legally protected characteristic or category.   
BOARD OF DIRECTORS 
EXECUTIVE OFFICERS
John R. Hewitt 
President and
Chief Executive Officer
Kevin S. Cavanah
Vice President and 
Chief Financial Officer
Alan R. Updyke
Vice President and
Chief Operating Officer
Nancy E. Austin
Vice President and
Chief Administrative Officer
John D. Chandler
Board Chair
John R. Hewitt
President and
Chief Executive Officer
Jose L. Bustamante
Director
Martha Z. Carnes
Chair of Audit Committee
Carlin G. Conner
Chair of Compensation Committee
Liane K. Hinrichs
Chair of Nominating
and Corporate Governance Committee
James H. Miller
Chair of Project Risk Committee
Kevin A. Durkin 
Vice President and Chief Business 
Development and Strategy Officer
Justin D. Sheets
Vice President, General Counsel
and Corporate Secretary
Douglas J. Montalbano
President,
Matrix NAC 
Shawn P. Payne
President,
Matrix Service 
Glyn A. Rodgers
President,
Matrix PDM Engineering

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