|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/26/20 AstroNova, Inc. 10-Q 5/02/20 89:5M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 351K
2: EX-10.1 Material Contract HTML 78K
3: EX-10.2 Material Contract HTML 58K
4: EX-10.3 Material Contract HTML 40K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
38: R1 Cover Page HTML 65K
89: R2 Condensed Consolidated Balance Sheets HTML 122K
60: R3 Condensed Consolidated Balance Sheets HTML 35K
(Parenthetical)
27: R4 Condensed Consolidated Statements of Income HTML 77K
35: R5 Condensed Consolidated Statements of Comprehensive HTML 48K
Income
86: R6 Condensed Consolidated Statements of Changes in HTML 63K
Shareholders' Equity
57: R7 Condensed Consolidated Statements of Changes in HTML 28K
Shareholders' Equity (Parenthetical)
25: R8 Condensed Consolidated Statements of Cash Flows HTML 105K
39: R9 Business and Basis of Presentation HTML 39K
36: R10 Summary of Significant Accounting Policies HTML 34K
28: R11 Revenue Recognition HTML 58K
58: R12 Net Income Per Common Share HTML 38K
87: R13 Intangible Assets HTML 92K
37: R14 Inventories HTML 41K
29: R15 Revolving Line of Credit HTML 32K
59: R16 Debt HTML 48K
88: R17 Derivative Financial Instruments and Risk HTML 61K
Management
40: R18 Royalty Obligation HTML 31K
26: R19 Leases HTML 68K
62: R20 Accumulated Other Comprehensive Loss HTML 46K
70: R21 Share-Based Compensation HTML 97K
44: R22 Income Taxes HTML 36K
15: R23 Segment Information HTML 65K
63: R24 Fair Value HTML 80K
71: R25 Subsequent Events HTML 38K
45: R26 Summary of Significant Accounting Policies HTML 33K
(Policies)
16: R27 Revenue Recognition (Tables) HTML 52K
61: R28 Net Income Per Common Share (Tables) HTML 37K
72: R29 Intangible Assets (Tables) HTML 94K
85: R30 Inventories (Tables) HTML 42K
55: R31 Debt (Tables) HTML 49K
31: R32 Derivative Financial Instruments and Risk HTML 60K
Management (Tables)
42: R33 Leases (Tables) HTML 74K
84: R34 Accumulated Other Comprehensive Loss (Tables) HTML 45K
54: R35 Share-Based Compensation (Tables) HTML 95K
30: R36 Income Taxes (Tables) HTML 31K
41: R37 Segment Information (Tables) HTML 66K
82: R38 Fair Value (Tables) HTML 79K
56: R39 Business and Basis of Presentation - Additional HTML 26K
Information (Detail)
77: R40 Revenue Recognition - Summary of Revenues HTML 41K
Disaggregated by Primary Geographic Markets
(Detail)
68: R41 Revenue Recognition - Summary of Revenues HTML 35K
Disaggregated by Primary Product Type (Detail)
18: R42 Revenue Recognition - Additional Information HTML 43K
(Detail)
47: R43 Net Income Per Common Share - Reconciliation of HTML 32K
Shares Used in Calculating Basic and Diluted
(Detail)
76: R44 Net Income Per Common Share - Additional HTML 27K
Information (Detail)
67: R45 Intangible Assets - Fair Value of Acquired HTML 56K
Identifiable Intangible Assets and Related
Estimated Useful Lives (Detail)
17: R46 Intangible Assets - Additional Information HTML 32K
(Detail)
46: R47 Intangible Assets - Summary of Estimated HTML 38K
Amortization Expense (Detail)
75: R48 Inventories - Components of Inventories (Detail) HTML 41K
69: R49 Revolving Credit Facility - Additional Information HTML 61K
(Detail)
52: R50 Debt - Schedule of Long Term Debt in the HTML 41K
Accompanying Condensed Consolidated Balance Sheets
(Detail)
79: R51 Debt - Schedule of Long Term Debt in the HTML 38K
Accompanying Condensed Consolidated Balance Sheets
(Parenthetical) (Detail)
32: R52 Debt - Schedule of Required Principal Payments HTML 39K
Remaining on Long Term Debt Outstanding (Detail)
22: R53 Derivative Financial Instruments and Risk HTML 50K
Management - Schedule of Impact of the Derivative
Instruments in the Condensed Consolidated
Financial Statements (Detail)
53: R54 Derivative Financial Instruments and Risk HTML 32K
Management - Additional Information (Detail)
80: R55 Royalty Obligation - Additional Information HTML 42K
(Detail)
33: R56 Leases - Additional Information (Detail) HTML 36K
23: R57 Leases - Schedule Of Balance Sheet And Other HTML 32K
Information Related To Operating Leases (Detail)
51: R58 Leases - Lease Cost Information (Detail) HTML 28K
81: R59 Leases - Maturities of lease liabilities (Detail) HTML 45K
48: R60 Leases - Supplemental cash flow information HTML 28K
(Detail)
20: R61 Accumulated Other Comprehensive Loss - Changes in HTML 50K
Balance of Accumulated Other Comprehensive Loss
(Detail)
65: R62 Share-Based Compensation - Additional Information HTML 76K
(Detail)
73: R63 Share-Based Compensation - Share-Based HTML 34K
Compensation Expense (Detail)
49: R64 Share-Based Compensation - Aggregated Information HTML 47K
Regarding Stock Option Activity (Detail)
21: R65 Share-Based Compensation - Summary of Options HTML 67K
Outstanding (Detail)
66: R66 Share-Based Compensation - Aggregated Information HTML 44K
Regarding RSU, PSU and RSA Activity (Detail)
74: R67 Income Taxes - Projected Effective Tax Rate for HTML 29K
Periods (Detail)
50: R68 Income Taxes - Additional Information (Detail) HTML 39K
19: R69 Segment Information - Net Sales and Segment HTML 58K
Operating Profit (Loss) for Each Reporting Segment
(Detail)
24: R70 Fair Value - Summary of Financial Liabilities HTML 43K
Measured at Fair Value (Detail)
34: R71 Fair Value - Schedule of Company's Long-Term Debt HTML 34K
Including the Current Portion Not Reflected in
Financial Statements at Fair Value (Detail)
78: R72 Subsequent Events - Additional Information HTML 42K
(Detail)
83: XML IDEA XML File -- Filing Summary XML 157K
43: EXCEL IDEA Workbook of Financial Reports XLSX 68K
9: EX-101.INS XBRL Instance -- alot-20200502 XML 1.51M
11: EX-101.CAL XBRL Calculations -- alot-20200502_cal XML 144K
12: EX-101.DEF XBRL Definitions -- alot-20200502_def XML 477K
13: EX-101.LAB XBRL Labels -- alot-20200502_lab XML 1.00M
14: EX-101.PRE XBRL Presentations -- alot-20200502_pre XML 776K
10: EX-101.SCH XBRL Schema -- alot-20200502 XSD 154K
64: ZIP XBRL Zipped Folder -- 0001193125-20-180473-xbrl Zip 130K
| EX-10.3 |
Exhibit 10.3
Execution Version
Bank of America, N.A.
100 Westminster Street
RI-536-10-01
AstroNova, Inc.
600 East Greenwich Avenue
Attention: David Smith, Chief Financial Officer
Email: dsmith@astronovainc.com
Re: Modifications to Credit Agreement
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated February 28, 2017 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”) by and among Astronova, Inc., a Rhode Island corporation (the “U.S. Borrower”), the Guarantors party thereto from time to time, ANI APS, a Danish private limited liability company (the “Danish Borrower” and together with the US Borrower, the “Borrowers” and each a “Borrower”) and Bank of America, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
The Borrowers have requested that the Lender make certain amendments to the Credit Agreement and the Lender is willing to do so, subject to the terms and conditions set forth herein.
Now, therefore, in consideration of the agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.
1. Sections 7.11(a) and (c) of the Credit Agreement provides that, among other things, for the Measurement Period ending May 2, 2020, the Loan Parties and their Subsidiaries shall not permit:
(a) the Consolidated Leverage Ratio to be greater than 3.00 to 1.00; and
(b) Consolidated EBITDA to be less than $9,500,000 ((a) and (b), collectively, the “Specified Financial Covenants”).
Notwithstanding the terms and conditions set forth in Section 7.11(a) and (c) of the Credit Agreement, the Lender hereby waives compliance by the Loan Parties and their Subsidiaries with the Specified Financial Covenants for the Measurement Period ending May 2, 2020 (the “Subject
Measurement Period”) and hereby waives any Default arising from any non-compliance by the Loan Parties and their Subsidiaries with the Specified Financial Covenants for the Subject Measurement Period.
2. In addition to the financial covenants set forth in Section 7.11 of the Credit Agreement (as modified hereby), the Loan Parties and their Subsidiaries shall not permit Consolidated EBITDA for the trailing twelve month period ending June 27, 2020 to be less than $9,500,000 (the “Additional EBITDA Covenant”). The Additional EBITDA Covenant will be tested on August 15, 2020. The U.S. Borrower shall deliver to the Lender, on or before August 15, 2020, a compliance certificate in form and substance satisfactory to the Lender, evidencing compliance with this covenant (the “Interim Covenant Compliance Certificate”). A failure to comply with any of the covenants set forth in this paragraph 2 shall constitute an immediate Event of Default under the Credit Agreement, for which there shall be no grace or cure period.
3. Notwithstanding the terms and conditions set forth in Section 4.02 of the Credit Agreement, the Borrowers confirm, acknowledge and agree that they shall not submit a Request for Credit Extension and the Lender shall have no obligation to honor any Request for Credit Extension from the date of this letter agreement through and including August 15, 2020. After August 15, 2020, the Borrower may only submit Requests for Credit Extensions, and the Lender shall only be obligated to honor such Requests for Credit Extension, to the extent that the request therefor complies with Section 4.02 of the Credit Agreement. Additionally, notwithstanding the terms and conditions set forth in Section 7.06 of the Credit Agreement, the Borrowers confirm, acknowledge and agree that they shall not make any Restricted Payments that would otherwise be permitted by Section 7.06(e) or (f) of the Credit Agreement from the date of this letter until the date on which the Interim Covenant Compliance Certificate has been delivered by the Borrowers to the Lender. Additionally, the Borrowers and the Lender agree that from May 2, 2020 through and including August 15, 2020, the Borrowers shall not make Restricted Payments, and thereafter may only make Restricted Payments in accordance with Section 7.06 of the Credit Agreement.
4. Except as otherwise expressly specified in this letter, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents, all rights of the Lender and all of the Obligations shall remain in full force and effect and are unaffected hereby. The Loan Parties hereby confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that none of the Borrowers or any other Loan Party has any right of setoff, recoupment or other offset or any defense as of the date hereof with respect to any of the Obligations, the Credit Agreement or any other Loan Document.
5. By its signature below, each of the Loan Parties represents and warrants that (a) after giving effect to this letter, the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects on and as of the date of this letter; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) without duplication of materiality qualifiers as of such date or such earlier date, as applicable; and (b) after giving effect to this letter, no event has occurred and is continuing which constitutes a Default or an Event of Default.
6. The execution, delivery and effectiveness of this letter shall not (i) directly or indirectly constitute a course of dealing or, except as expressly specified in this letter, other basis for altering any Obligations or any other contract or instrument (including, without limitation, the Credit Agreement and the other Loan Documents) or (ii) operate as a waiver of any right, power or remedy of the Lender under the Credit Agreement or any Loan Document or constitute a continuing consent or waiver of any kind, except as expressly set forth herein.
7. This letter and the consent set forth above shall be effective upon the execution and delivery hereof by the Loan Parties and Lender. This letter is a Loan Document, and the terms and conditions of Sections 10.13 and 10.14 are incorporated herein by reference, mutatis mutandis.
[Signature page follows.]
| Very truly yours,
BANK OF AMERICA, N.A., as the Lender | ||
| By: | /s/ Nicholas Storti | |
| Name: | Nicholas Storti | |
| Title: | Senior Vice President | |
[Signature Page to Letter Agreement]
| ASTRONOVA, INC., as the U.S. Borrower and Domestic Guarantor | ||
| By: | /s/ David S. Smith | |
| Name: | David S. Smith | |
| Title: | VP, CFO, Treasurer | |
| ANI APS, as the Danish Borrower | ||
| By: | /s/ Gregory A. Woods | |
| Name: | Gregory A. Woods | |
| Title: | CEO & Chairman | |
| TROJAN LABEL, APS, as the Foreign Guarantor | ||
| By: | /s/ Gregory A. Woods | |
| Name: | Gregory A. Woods | |
| Title: | President & CEO | |
| cc: | Foley Hoag LLP |
| 155 Seaport Blvd. |
| Attention: Malcolm G. Henderson, Esq. |
| Email: mhenderson@foleyhoag.com |
[Signature Page to Letter Agreement]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/15/20 | ||||
| 6/27/20 | ||||
| Filed on: | 6/26/20 | |||
| 6/22/20 | ||||
| For Period end: | 5/2/20 | |||
| 2/28/17 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/13/21 AstroNova, Inc. 10-K 1/31/21 119:10M Donnelley … Solutions/FA 9/09/20 AstroNova, Inc. 10-Q 8/01/20 88:7.9M Donnelley … Solutions/FA |