Core Insights - Matrix Service Company reported a 12% year-over-year revenue increase to $210.5 million for the fiscal second quarter, driven by growth across all segments, particularly in utility and power infrastructure [2][4] - The company experienced a consolidated gross profit increase of 21% to $13.1 million, with gross margin improving to 6.2% from 5.8% a year earlier, despite a $3.6 million project-related charge impacting earnings [1][6] - Leadership changes were announced, with President and CEO John Hewitt set to step down on June 30, 2026, and COO Shawn Payne to assume the CEO role, credited with significant contributions to backlog growth and strategic planning [3][7] Financial Performance - Revenue rose to $210.5 million, an increase of $23.3 million or 12% from the prior year, with utility and power infrastructure contributing over 60% of this growth [2][4] - Adjusted EBITDA turned positive at $2.4 million, while the net loss narrowed to $0.9 million compared to a $5.5 million loss in the same quarter last year [6][7] - The company expects to achieve full-year revenue guidance of $875 million to $925 million, anticipating profitability in the second half of the fiscal year [5][8] Segment Performance - The Storage and Thermal Solutions segment represented 47% of consolidated revenue, with revenue of $99.9 million, but gross profit declined due to a $3.6 million charge [18] - The Utility and Power Infrastructure segment saw a 23% revenue increase to $75.4 million, with gross profit rising to $7.2 million [18] - The Process and Industrial Facilities segment reported revenue of $35.3 million, with gross profit improving to $1.2 million, although margins remain pressured [18] Market Outlook - The company has a backlog of $1.1 billion and an opportunity pipeline of $7.3 billion, although project awards were described as "muted" with a book-to-bill ratio of 0.8 [5][9] - Management noted a "once-in-a-generation surge" in demand for energy, power, and industrial infrastructure, particularly linked to AI data centers and natural gas as a transitional fuel [14][15] - The midstream market is experiencing strong natural gas activity, while crude activity remains muted, with a focus on specialty vessel work that offers better margins [16] Capital Allocation and Liquidity - The company ended the quarter with $224 million in cash and total liquidity of $258 million, with no outstanding debt, indicating a strong cash position to support growth [20] - Management is focused on returning to profitability and considering potential uses of cash for internal investments, inorganic opportunities, or share repurchases if no suitable opportunities arise [19]

Market Overview - U.S. stock futures showed mixed performance following record advances on Wednesday, with Dow Jones futures down 0.04%, S&P 500 futures up 0.17%, Nasdaq 100 futures up 0.36%, and Russell 2000 futures up 0.41% [3] - The Dow Jones index closed 43 points higher at 46,441.10, S&P 500 rose 0.34% to 6,711.20, Nasdaq Composite advanced 0.42% to 22,755.16, and Russell 2000 gained 0.24% to 2,442.35 [7][8] Economic Impact of Government Shutdown - The Trump administration warned that a government shutdown could reduce weekly GDP by $15 billion and increase unemployment by 43,000 if it lasts a month [1] - The Senate rejected funding bills, with the next voting opportunity scheduled for Friday [2] - Wall Street is currently overlooking the potential economic consequences of the shutdown, which could significantly impact businesses reliant on federal operations [5] Employment Data - The ADP monthly employment report indicated a surprising drop in private payrolls, with a loss of 32,000 jobs, missing forecasts of a gain of over 50,000 [6] Analyst Insights - Brian Rehling from Wells Fargo suggests that the government shutdown will likely have a negligible long-term impact on the economy and markets, although it may cause short-term volatility [10] - Rehling notes that the biggest market impact would be the delay of key economic reports, which are crucial for the Federal Reserve's data-dependent monetary policy [11] - Rehling anticipates that any market pullback could present an opportunity for investors to reposition their portfolios [12] Sector Performance - Gains were observed in Health Care and Utilities sectors, while Materials and Financials experienced losses [4] - Wells Fargo rates Financials, Information Technology, and Industrials as favorable sectors for investment [17] Upcoming Economic Data - Key economic data releases, including initial jobless claims and the September jobs report, will be delayed due to the government shutdown [15][16] Stocks in Focus - AngioDynamics, Inc. saw a premarket jump of 6.14% ahead of its earnings report [21] - Gulf Island Fabrication Inc. rose 9.25% after securing a $35 million fabrication contract [21] - Concorde International Group Ltd. surged 55.25% following the approval of a 2025 Equity Incentive Plan [21]

Market Overview - U.S. stock futures showed mixed performance following record advances on Wednesday, with Dow Jones futures down 0.04%, S&P 500 futures up 0.17%, Nasdaq 100 futures up 0.36%, and Russell 2000 futures up 0.41% [3] - The Dow Jones index closed 43 points higher at 46,441.10, S&P 500 rose 0.34% to 6,711.20, Nasdaq Composite advanced 0.42% to 22,755.16, and Russell 2000 gained 0.24% to 2,442.35 [7][8] Economic Impact of Government Shutdown - The Trump administration warned that a government shutdown could reduce weekly GDP by $15 billion and increase unemployment by 43,000 if it lasts a month [1] - The Senate rejected funding bills from both parties, with the next voting opportunity scheduled for Friday [2] - The shutdown coincides with a critical economic moment, as the ADP report indicated a surprising drop of 32,000 jobs in the private sector, missing forecasts of a gain of over 50,000 [6] Analyst Insights - Brian Rehling from Wells Fargo suggests that the potential government shutdown will likely have a negligible long-term impact on the economy and markets, despite causing short-term volatility [10] - Rehling notes that the biggest market impact would be the delay of key economic reports, which could cloud the Federal Reserve's outlook for rate cuts [11] - Rehling anticipates that any market pullback could present an opportunity for investors to reposition their portfolios [12] Sector Performance - Gains were observed in Health Care and Utilities sectors, while Materials and Financials experienced losses, indicating a mixed sector performance [4] - Wells Fargo rates Financials, Information Technology, and Industrials as favorable sectors for investment, alongside Utilities due to the growth in data centers related to artificial intelligence [17] Stocks in Focus - AngioDynamics, Inc. saw a premarket jump of 6.14% ahead of its earnings report, while Entero Therapeutics Inc. dropped 6.76% after its acquisition of GRID AI Corp [21] - Gulf Island Fabrication Inc. climbed 9.25% after securing a $35 million contract, and Concorde International Group Ltd. surged 55.25% following the approval of a 2025 Equity Incentive Plan [21]

Financial Data and Key Metrics Changes - Consolidated revenue for Q2 2025 was $37.5 million, down from $41.3 million in Q2 2024, primarily due to lower small scale fabrication revenue and weaker services activity [15] - Adjusted EBITDA for Q2 2025 was $1.9 million, a decrease from $2.5 million in Q2 2024, excluding $1.8 million of transaction costs related to the ENGlobal acquisition [15] - Cash and short-term investments at the end of Q2 2025 totaled approximately $62 million, reflecting the impact of capital expenditures and share repurchases [17] Business Line Data and Key Metrics Changes - Services division revenue for Q2 2025 was $22 million, a decrease of 3.5% compared to the previous year, mainly due to lower offshore maintenance activity [15] - Fabrication division revenue for Q2 2025 was $15.8 million, down approximately 15% year-over-year, attributed to lower small scale fabrication activity and delays in new project awards [16] - Corporate division adjusted EBITDA was a loss of $1.2 million for Q2 2025, an improvement from a loss of $2 million in the prior year [17] Market Data and Key Metrics Changes - The company is seeing extended decision cycles for new project awards in certain end markets due to market uncertainty, particularly in the fabrication business [10] - There is a noted pickup in dialogue with customers regarding large projects, particularly in the LNG and petrochemical markets, driven by stabilizing tariff positions [25][28] Company Strategy and Development Direction - The company has focused on reducing risk, growing services and small scale fabrication businesses, and strengthening project execution, which has led to more stable core business performance [5] - The acquisition of ENGlobal is expected to broaden product and service offerings, expand the customer base, and diversify into new end markets [6][7] - The company remains committed to a balanced capital allocation framework, prioritizing investments in business growth and potential acquisitions [12] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about long-term competitive positioning despite near-term challenges, including ongoing trade and macroeconomic uncertainty [20] - The company anticipates that consolidated results will improve significantly in Q4 2025 and into 2026, particularly for the fabrication division [19] Other Important Information - The integration of the ENGlobal acquisition is progressing as expected, with initial positive reception from customers and potential strategic partners [8][9] - The company expects operating losses from the ENGlobal business in the second half of the year, estimated between $1.5 million to $2 million [20] Q&A Session Summary Question: Can you describe the industries and end markets where you're seeing a pickup in dialogue on large projects? - Management noted increased discussions in the LNG and petrochemical markets, with improved frequency and quality of conversations due to stabilizing tariff positions [25] Question: Is the large structural steel project a first of its kind for Gulf Island? - Management confirmed that while it is a new end market, Gulf Island is well-equipped for the project, leveraging their capabilities and experience [26] Question: How is the labor situation affecting the company? - Management indicated that there has not been a dramatic impact on labor availability, and they are confident in their ability to hire quality employees for upcoming projects [30][31]

Core Insights - The company is experiencing a significant decline in net sales, with a 19.1% year-over-year decrease to $132.3 million in fiscal Q2 2025, attributed to soft customer demand and inventory destocking [3][4][33] - Adjusted EBITDA fell to $13.7 million, down from $19.6 million in the prior year, with a margin decline of 170 basis points to 10.3% [5][35] - The company has withdrawn its 2026 financial targets due to macroeconomic uncertainty and reduced demand projections [3][13] Financial Performance - Net sales for fiscal Q2 2025 were $132.3 million, a 19.1% decrease year-over-year [4][33] - Adjusted EBITDA was $13.7 million, with a margin of 10.3%, down from 12% in the prior year [5][35] - Free cash flow was $12.5 million, reflecting a 92% conversion of adjusted EBITDA [5][27] Acquisition Impact - The acquisition of AccuFab, completed in July, expands the serviceable addressable market by approximately 60% to about $8 billion [7][20] - The company expects $28 million to $32 million in incremental revenue from AccuFab in fiscal 2025, with adjusted EBITDA contributions of $6 million to $8 million [8][38] - Pro forma net leverage increased to approximately 3.1 times post-acquisition, with a target to reduce it below 2 times by the end of 2026 [9][28] Market Outlook - Commercial vehicle production is projected to decline by 24% in 2025 compared to 2024, with no anticipated recovery in the second half of the year [2][23][16] - The company is tracking ahead of its goal of $100 million in new business awards for 2025, with significant wins in critical power and data center segments [10][25] - The company plans to report revenues from critical power and data center segments starting in Q3 2025, expected to comprise about 10% of trailing twelve-month revenue [8][39] Cost Management and Efficiency - The company is implementing fixed cost reduction initiatives, including consolidating three warehouses and one manufacturing facility, expected to yield annual savings of about $2 million [11][41] - Adjusted EBITDA guidance for 2025 includes a $1 million to $2 million benefit from cost improvements, net of inflationary pressures [39][40] - The company is focused on debt repayment using free cash flow, with a target to reduce net leverage below 2 times by 2026 [9][28]

Financial Data and Key Metrics Changes - Total sales for Q2 2025 decreased by 19.1% year-over-year to $132.3 million, primarily due to soft customer demand and channel inventory destocking [20] - Adjusted EBITDA for Q2 was $13.7 million, down from $19.6 million in the prior year, with an adjusted EBITDA margin of 10.3%, a decrease of 170 basis points [22] - Free cash flow during Q2 was $12.5 million, compared to $19.2 million in the prior year, reflecting less cash generated from operating activities [23] Business Line Data and Key Metrics Changes - Manufacturing margin decreased to $13.6 million in Q2 from $22.3 million in the same prior year period, with a manufacturing margin rate of 10.3% compared to 13.6% [20][21] - The company secured its first cross-selling win after the acquisition of AccuFab, which is expected to generate revenues in the third quarter [10] Market Data and Key Metrics Changes - The commercial vehicle market is projected to see a 24% decline in production in 2025, with an expected production of approximately 252,000 units [9] - Customer orders in key end markets have remained soft, particularly in commercial vehicles, power sports, and agriculture [7] Company Strategy and Development Direction - The company completed the acquisition of AccuFab, which is expected to increase its serviceable addressable market by approximately 60% to $8 billion [6] - The focus remains on increasing share of wallet with existing customers and expanding into high-growth adjacent markets [5] - The company aims to achieve a billion dollars in revenue and adjusted EBITDA margins exceeding 15% in the long term [15] Management's Comments on Operating Environment and Future Outlook - Management has withdrawn the 2026 financial targets due to the current macro environment but believes the financial profile implied by those targets is achievable once demand normalizes [15] - The company does not expect a recovery in market demand in the second half of 2025, particularly in the commercial vehicle market [9][72] Other Important Information - The company has initiated cost reduction initiatives and is consolidating facilities to optimize its manufacturing footprint [10][28] - The updated 2025 financial guidance reflects expected net sales between $528 million and $562 million, with adjusted EBITDA between $49 million and $55 million [24] Q&A Session Summary Question: Insights on AccuFab integration and synergies - Management expressed excitement about the integration of AccuFab and the potential for significant commercial synergies, projecting AccuFab revenues to reach approximately $100 million by 2028 [34] Question: Clarification on market outlook and customer feedback - Management noted that the primary change in outlook is in the commercial vehicle market, with significant reductions in production capacity observed among key customers [38][40] Question: Discussion on military and other segments - Management indicated that the military segment remains stable, with ongoing programs expected to progress due to global conflicts and restocking of US inventories [92] Question: Future contracts and reshoring opportunities - Management highlighted an increase in requests for quotations driven by tariffs, indicating a potential for reshoring aluminum fabrications to the US [84] Question: Sustainability of military backlog and revenue sources - Most military programs are recurring, with a small portion from aftermarket services, ensuring a stable revenue stream [90]

Core Insights - Acceleware Ltd. has announced a strategic collaboration and distribution agreement with Scovan to enhance commercialization of its RF XL 2.0 technology for oil production [1][2][4] - The partnership aims to transition Acceleware from a research-focused entity to a cash flow-generating business, with a focus on rapid commercialization [2][4] - Scovan's established relationships with heavy oil and oil sands producers will facilitate a quicker transition from demonstration projects to commercial sales [2][4] Company Overview - Acceleware specializes in radio frequency (RF) power-to-heat technologies aimed at process heat applications in critical minerals, carbon capture, and enhanced oil production [1][5] - The company is actively seeking additional production rights for heavy oil assets in western Canada to deploy its RF XL 2.0 technology [3][8] - Acceleware's RF XL technology is a patented low-cost, low-carbon solution for enhanced oil production, differing significantly from existing recovery techniques [8] Strategic Goals - The agreement with Scovan is part of Acceleware's strategy to expedite the commercialization of RF XL 2.0, with a target for large-scale deployment within two years [4][7] - The collaboration is expected to reduce lead times from regulatory approval to cash flow by a year or more, enhancing project delivery credibility [7] - Scovan will serve as the exclusive distributor of RF XL in western Canada once the technology is commercialized, further solidifying the partnership's strategic importance [7] Industry Context - The partnership aligns with the Canadian government's focus on decarbonization in the oil sector, emphasizing the urgency of deploying innovative technologies [4] - Scovan's vision of a more sustainable and efficient "Facility of the Future" complements Acceleware's goals, indicating a shared commitment to innovation in oil development [4][9]

Financial Data and Key Metrics Changes - The company generated revenue of $40 million for Q1 2025, a decrease from $42.9 million in Q1 2024, primarily due to lower services activity [16] - Adjusted EBITDA for Q1 2025 was $4.5 million, up from $3.7 million in Q1 2024, reflecting improved performance in the fabrication division [16][17] - The cash and short-term investments balance at the end of Q1 2025 was over $67 million, consistent with the previous year-end balance [18] Business Line Data and Key Metrics Changes - Revenue from the Services Division was $19.9 million in Q1 2025, a 22% decrease compared to the same period last year, attributed to lower offshore maintenance activity [17] - The Fabrication Division reported revenue of $20.7 million, a 21% increase year-over-year, driven by higher small-scale fabrication activity [17] - The Corporate Division experienced an EBITDA loss of $2 million, slightly improved from a loss of $2.1 million in the prior year [18] Market Data and Key Metrics Changes - The company noted that macroeconomic uncertainty, including trade policies, has made market outlook difficult to forecast, particularly affecting project award decisions [12][19] - Customers in the Gulf of America are expected to reduce overall capital spending in 2025 due to lower crude demand and margins [13] Company Strategy and Development Direction - The company is focused on pursuing profitable growth, maintaining strong execution, and strategically deploying capital to drive shareholder value [7] - A strategic decision was made to acquire assets from ENGlobal Corporation, which is expected to diversify the business into new end markets and enhance existing offerings [11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about long-term market opportunities despite near-term challenges due to macroeconomic headwinds [12][14] - The company anticipates a significant decline in Q2 results compared to Q1, with potential operating losses of $1 million to $2 million during the integration of ENGlobal [19] Other Important Information - The company has maintained a disciplined financial management approach, allowing for continued investment in growth strategies despite economic uncertainties [14] - The acquisition of ENGlobal is expected to provide strategic benefits, including access to new markets and a stronger workforce [11] Q&A Session Summary Question: Can you elaborate on the ENGlobal business unit acquisitions and their customer base? - Management noted that while there is customer overlap, ENGlobal serves onshore projects, providing broader reach with key operators, and opens new markets through government services [24][25] Question: Are customers considering switching to domestic providers due to tariff uncertainties? - Management confirmed that some customers are exploring domestic options for LNG projects due to tariff and supply chain uncertainties, although discussions are currently paused [26][28] Question: What is driving the delays in LNG projects? - Management indicated that the delays are primarily related to minimizing overall costs rather than issues with off-take agreements, as projects are already sanctioned [29][30]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Legato Merger Corp. III As filed with the Securities and Exchange Commission on January 23, 2024 Registration No. 333-275930 (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1761148 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...