mtrx-20221005

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 5, 2022

Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-15461

73-1352174

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

(Registrant’s Telephone Number, Including Area Code)

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

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


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MTRX	NASDAQ Global Select Market

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 5, 2022, Matrix Service Company (the “Company”) entered into the First Amendment and Waiver to Credit Agreement (the “Amendment”), which amended the Company’s Credit Agreement, dated as of September 9, 2021 with Bank of Montreal, as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer, and the lenders named therein (as amended by the Amendment, the “Credit Agreement”). The Amendment (i) waives an event of default resulting from the Company’s failure to deliver the Administrative Agent and the lenders the audited financial statements of the Company and its subsidiaries for the fiscal year ended June 30, 2022 by September 28, 2022 (the “Audited Financial Statements”), provided the Company delivers the Audited Financial Statements by October 14, 2022, (ii) reduces the maximum amount of loans under the Credit Agreement to $90 million from $100 million and (iii) replaces the London interbank offered rate (the “LIBO Rate”) with the forward term rate based on the secured overnight financing rate (the “SOFR Rate”) as the interest rate benchmark.

The Company expects to deliver its Audited Financial Statements to the Administrative Agent and the lenders and file its Form 10-K for the fiscal year ended June 30, 2022 prior to October 14, 2022.

Item 2.02 Results of Operations and Financial Condition.

On October 7, 2022, the Company issued a press release announcing financial results for the fiscal 2022 fourth quarter and full year. The full text of the press release is attached as Exhibit 99 to this Current Report on Form 8-K. The information in this Item 2.02 and Exhibit 99 attached hereto is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

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

Matrix Service Company

Dated: October 7, 2022

By:

/s/ Kevin S. Cavanah

Kevin S. Cavanah

Vice President and Chief Financial Officer


Exhibit No.						Description

10.1						First Amendment and Waiver to Credit Agreement dated October 5, 2022 by and among, Matrix Service Company and certain subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as administrative agent.

99						Press release dated October 7, 2022, announcing financial results for the fiscal 2022 fourth quarter and full year.

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