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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/22 P&F Industries Inc. 8-K:1,2,9 4/12/22 12:1.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-10.1 Material Contract HTML 573K 3: EX-10.2 Material Contract HTML 15K 7: R1 Cover HTML 48K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2212810d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- pfin-20220412_lab XML 97K 6: EX-101.PRE XBRL Presentations -- pfin-20220412_pre XML 64K 4: EX-101.SCH XBRL Schema -- pfin-20220412 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 12: ZIP XBRL Zipped Folder -- 0001104659-22-046844-xbrl Zip 157K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 12, 2022
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 1-5332 | i 22-1657413 |
| (State or Other Jurisdiction | (Commission File No.) | (IRS Employer |
| of Incorporation) | Identification Number) |
i 445 Broadhollow Road, i Suite 100, i Melville, i New York i 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: ( i 631) i 694-9800
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Class A Common Stock, $1.00 Par Value | i PFIN | i NASDAQ |
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 Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company i ¨
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. ¨
C:
| Item 1.01. | Entry into a Material Definitive Agreement |
On April 12, 2022, P&F Industries, Inc. (the “Company”), its subsidiaries Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech (together with the Company and Florida Pneumatic, collectively, “Borrowers”) and the Company’s subsidiaries Jiffy Air Tool, Inc. (“Jiffy”), ATSCO Holdings Corp. (“ATSCO”), Bonanza Properties Corp. (“Properties”), Continental Tool Group, Inc. (“Continental Tool”), Countrywide Hardware, Inc. (“Countrywide”), Embassy Industries, Inc. (“Embassy”), Exhaust Technologies, Inc. (“Exhaust”), Hy-Tech Illinois, Inc. (“Illinois”) and Heisman Acquisition Corp. (together with Jiffy, ATSCO, Properties, Continental Tool, Countrywide, Embassy, Exhaust and Illinois, collectively, “Guarantors”) entered into Amendment No. 10 to Second Amended and Restated Loan and Security Agreement (the “Amendment”), with Capital One, National Association, as agent (the “Agent”) for the lenders (the “Lenders”) from time to time party to the Loan Agreement (as defined below). The Amendment amended the Second Amended and Restated Loan and Security Agreement, dated as of April 5, 2017, as amended from time to time (the “Loan Agreement”), among the Borrowers, the Guarantors, the Agent and the Lenders.
The Amendment, among other things, (i) temporarily increases the Revolver Commitment (as defined in the Loan Agreement) by $2,000,000 to $18,000,000 through June 30, 2022, (ii) temporarily suspends a $10,000,000 limit on the value of eligible inventory that can be included as part of the Borrowing Base (as defined in the Loan Agreement) through June 30, 2022, (iii) temporarily prohibits new loans under the Capex Loan Commitments (as defined in the Loan Agreement) through June 30, 2022 and (iv) implements a change in the benchmark interest rate for borrowings under the Loan Agreement from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached as Exhibit 10.1 hereto.
In connection with the Amendment and the obligations thereunder, the Borrowers executed and delivered in favor of the Lenders the Fourth Amended and Restated Revolver Note (the “Note”), in the principal amount of up to $18,000,000, dated April 12, 2022. A copy of the Note is attached as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| 10.1 | Amendment No. 10 to Second Amended and Restated Loan and Security Agreement, dated as of April 12, 2022, by and among the Borrowers, Guarantors, Lenders and Agent. |
| 10.2 | Fourth Amended and Restated Revolver Note, dated April 12, 2022, by Borrowers in favor of Lenders. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| P & F INDUSTRIES, INC. | ||
| Date: April 15, 2022 | ||
| By: | /s/ Joseph A. Molino | |
| Joseph A. Molino, Jr. | ||
| Vice President, Chief Operating Officer and Chief Financial Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/22 | ||||
| Filed on: | 4/18/22 | |||
| 4/15/22 | ||||
| For Period end: | 4/12/22 | |||
| 4/5/17 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/23 P&F Industries Inc. 10-K 12/31/22 75:8.1M Toppan Merrill/FA2 8/12/22 P&F Industries Inc. 10-Q 6/30/22 59:7M Toppan Merrill/FA2 5/13/22 P&F Industries Inc. 10-Q 3/31/22 57:5.2M Toppan Merrill/FA2 |