MATRIX SERVICE CO 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities The table below sets forth information with respect to purchases made by the Company of its common stock during the third quarter of fiscal year 2021. Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (C) January 1 to January 31, 2021 Share Repurchase Program (A) — $ — — 1,349,037 Employee Transactions (B) 428 $ 11.04 — — February 1 to February 28, 2021 Share Repurchase Program (A) — $ — — 1,349,037 Employee Transactions (B) — $ — — — March 1 to March 31, 2021 Share Repurchase Program (A) — $ — — 1,349,037 Employee Transactions (B) — $ — — — (A) Represents shares purchased under our stock buyback program. (B) Represents shares withheld to satisfy the employee’s tax withholding obligation that is incurred upon the vesting of deferred shares granted under the Company’s stock incentive plans. (C) As described under the caption “Stock Repurchase Program and Treasury Shares” in the Liquidity and Capital Resources section of Part I, Item 2 of this Form 10-Q, on November 6, 2018, the Board of Directors approved a stock buyback program. Under the program, the Company may repurchase common stock up to a maximum of $30.0 million per calendar year provided that the aggregate number of shares repurchased may not exceed 10%, or approximately 2.7 million, of the Company's shares outstanding as of November 6, 2018. However, the Amended Credit Agreement currently does not allow share repurchases. In addition, even after the prohibition on stock buybacks in the Amended Credit Agreement lapses, the Company may have to limit share repurchases at times if the repurchases put it at risk of violating the FCCR covenant in the Credit Agreement. Under the program, the Company may repurchase its stock from time to time in the open market at prevailing market prices or in privately negotiated transactions and is not obligated to purchase any shares. The stock buyback program will continue unless and until it is modified or revoked by the Board of Directors. Dividend Policy We have never paid cash dividends on our common stock, and the terms of our Amended Credit Agreement currently do not allow cash dividends. After the current prohibition on the payment of cash dividends under our Amended Credit Agreement lapses, we may declare and pay cash dividends on our capital stock during any fiscal year up to an amount which, when added to all other cash dividends paid during such fiscal year, does not exceed 50% of our cumulative net income for such fiscal year to date. Any future dividend payments will depend on our financial condition, capital requirements and earnings as well as other relevant factors. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Section 1503(a) 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 the owner of any mines, but as a result of our performing services or construction at mine sites as an independent contractor, we are considered an "operator" within the meaning of the Mine Act. -41- Table of Contents Information concerning mine safety violations or other regulatory matters required to be disclosed in this quarterly report under Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.