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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/19 PetIQ, Inc. 10-Q 6/30/19 81:11M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.06M
2: EX-10.1 Material Contract HTML 81K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
13: R1 Document and Entity Information HTML 55K
14: R2 Condensed Consolidated Balance Sheets HTML 128K
15: R3 Condensed Consolidated Balance Sheets HTML 35K
(Parenthetical)
16: R4 Condensed Consolidated Statements of Income HTML 93K
17: R5 Condensed Consolidated Statements of Comprehensive HTML 43K
Income
18: R6 Condensed Consolidated Statements of Cash Flows HTML 126K
19: R7 Condensed Consolidated Statements of Equity HTML 93K
20: R8 Principal Business Activity and Significant HTML 139K
Accounting Policies
21: R9 Business Combination HTML 77K
22: R10 Property, Plant, and equipment HTML 59K
23: R11 Intangible Assets and Goodwill HTML 131K
24: R12 Debt HTML 72K
25: R13 Leases HTML 260K
26: R14 Income Taxes HTML 28K
27: R15 Earnings (loss) per Share HTML 90K
28: R16 Stock Based Compensation HTML 130K
29: R17 Stockholder's Equity HTML 26K
30: R18 Non-Controlling Interests HTML 65K
31: R19 Customer Concentration HTML 27K
32: R20 Commitments and Contingencies HTML 28K
33: R21 Segments HTML 291K
34: R22 Related Parties HTML 31K
35: R23 Subsequent Events HTML 30K
36: R24 Principal Business Activity and Significant HTML 174K
Accounting Policies (Policies)
37: R25 Principal Business Activity and Significant HTML 105K
Accounting Policies (Tables)
38: R26 Business Combination (Tables) HTML 73K
39: R27 Property, Plant, and equipment (Tables) HTML 57K
40: R28 Intangible Assets and Goodwill (Tables) HTML 134K
41: R29 Debt (Tables) HTML 70K
42: R30 Leases (Tables) HTML 265K
43: R31 Earnings (loss) per Share (Tables) HTML 87K
44: R32 Stock Based Compensation (Tables) HTML 127K
45: R33 Non-Controlling Interests (Tables) HTML 58K
46: R34 Segments (Tables) HTML 292K
47: R35 Principal Business Activity and Significant HTML 34K
Accounting Policies - Fair value on a recurring
basis (Details)
48: R36 Principal Business Activity and Significant HTML 37K
Accounting Policies - Fair value on a contingent
consideration (Details)
49: R37 Principal Business Activity and Significant HTML 37K
Accounting Policies - Receivables and Credit
Policy (Details)
50: R38 Principal Business Activity and Significant HTML 32K
Accounting Policies - Inventories (Details)
51: R39 Principal Business Activity and Significant HTML 42K
Accounting Policies - PPNE (Details)
52: R40 Principal Business Activity and Significant HTML 26K
Accounting Policies - Disaggregation of revenue
(Details)
53: R41 Principal Business Activity and Significant HTML 40K
Accounting Policies - Others (Details)
54: R42 Business Combination - Narrative (Details) HTML 57K
55: R43 Business Combination - Total consideration HTML 98K
(Details)
56: R44 Property, Plant, and equipment (Details) HTML 58K
57: R45 Intangible Assets and Goodwill - Intangible Assets HTML 66K
(Details)
58: R46 Intangible Assets and Goodwill - Estimated future HTML 36K
amortization expense (Details)
59: R47 Intangible Assets and Goodwill - Schedule of HTML 34K
Goodwill (Details)
60: R48 Debt (Details) HTML 104K
61: R49 Leases - Narrative (Details) HTML 28K
62: R50 Leases - Adoption of new lease standard (Details) HTML 58K
63: R51 Leases - Components of lease expense and other HTML 49K
information (Details)
64: R52 Leases - Annual future commitments under HTML 74K
non-cancelable leases (Details)
65: R53 Leases - Supplemental Cash Flow (Details) HTML 35K
66: R54 Leases - Annual future commitments under HTML 69K
non-cancelable leases - ASC 840 (Details)
67: R55 Income Taxes (Details) HTML 33K
68: R56 Earnings (loss) per Share (Details) HTML 66K
69: R57 Stock Based Compensation (Details) HTML 60K
70: R58 Stock Based Compensation - Weighted Average HTML 34K
Assumptions (Details)
71: R59 Stock Based Compensation - Summary of Unvested HTML 55K
Stock Options (Details)
72: R60 Stock Based Compensation - Restricted Stock HTML 60K
(Details)
73: R61 Stockholder's Equity (Details) HTML 29K
74: R62 Non-Controlling Interests (Details) HTML 43K
75: R63 Customer Concentration (Details) HTML 36K
76: R64 Segments (Details) HTML 93K
77: R65 Related Parties (Details) HTML 42K
78: R66 Subsequent Events (Details) HTML 33K
80: XML IDEA XML File -- Filing Summary XML 145K
79: EXCEL IDEA Workbook of Financial Reports XLSX 89K
7: EX-101.INS XBRL Instance -- petq-20190630 XML 3.28M
9: EX-101.CAL XBRL Calculations -- petq-20190630_cal XML 230K
10: EX-101.DEF XBRL Definitions -- petq-20190630_def XML 693K
11: EX-101.LAB XBRL Labels -- petq-20190630_lab XML 1.44M
12: EX-101.PRE XBRL Presentations -- petq-20190630_pre XML 1.05M
8: EX-101.SCH XBRL Schema -- petq-20190630 XSD 161K
81: ZIP XBRL Zipped Folder -- 0001558370-19-007551-xbrl Zip 198K
| petq_Ex101 |
Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 25, 2019, is entered into by and among PETIQ, LLC, an Idaho limited liability company (“PetIQ”), the other Credit Parties signatory hereto (collectively with PETIQ, the “Borrowers”), the LENDERS signatory hereto, and EAST WEST BANK, a California banking corporation, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”), with reference to the following facts:
RECITALS
A. The Borrowers, the Lenders, and Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of January 17, 2018, as amended by the First Amendment to Amended and Restated Credit Agreement and Joinder dated as of August 9, 2018 and as supplemented by the Consent Agreement dated as of October 17, 2018 and the Joinder No. 1 to Amended and Restated Credit Agreement dated as of December 10, 2018 (collectively, the “Credit Agreement”) and certain other related Loan Documents, pursuant to which the Lenders provide the Borrowers a revolving credit facility with sub-facilities for letters of credit and swing line loans.
B. The parties hereto desire to amend the Credit Agreement: (i) to increase the limit on Cash Management Obligations from $5,000,000 to $10,000,000; and (ii) to remove Cash Management Obligations as a sub-line of credit under the Revolving Credit Facility, so that outstanding Cash Management Obligations no longer will reduce borrowing availability under the Revolving Credit Facility.
NOW, THEREFORE, the parties hereby agree as follows:
1. Defined Terms. All initially capitalized terms used in this Amendment (including in the recitals hereto) without definition shall have the respective meanings set forth for such terms in the Credit Agreement.
2. Increase in Permitted Cash Management Obligations. Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Cash Management Obligations” so that it reads in full as follows (changes to the text are indicated with a strikethrough or in bold, italicized and underscored type):
“Cash Management Obligations” means, as of any date of determination, the aggregate outstanding obligations of Borrowers to Cash Management Banks pursuant to Cash Management Agreements, provided that Cash Management Obligations may not exceed $5,000,000 $10,000,000 at any time.
3. Removal of Cash Management Obligations as a Sub-Line of the Revolving Credit Facility. Section 1.01 of the Credit Agreement is hereby further amended by amending and restating the definition of “Total Revolving Credit Outstandings” so that it reads in full as
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follows (changes to text are indicated with a strikethrough or in bold, italicized and underscored type):
“Total Revolving Credit Outstandings” means, as of the date of determination, the sum of (a) the aggregate Outstanding Amount of all Revolving Credit Loans, (b) the aggregate Outstanding Amount of all L/C Obligations, and (iii) (c) the aggregate Outstanding Amount of all Swingline Loans, and (iv) the aggregate Outstanding Amount of all Cash Management Obligations.
4. Reduction of Priority of Cash Management Obligations and Secured Hedge Obligations. Section 8.03 of the Credit Agreement is hereby amended and restated to read in full as follows (changes to text are indicated with a strikethrough or in bold, italicized and underscored type):
“8.03 Application of Funds. In the event that, following the occurrence and during the continuance of any Event of Default, the Administrative Agent or any Lender receives any monies in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, the Administrative Agent may apply (and shall apply at (a) the request of the Required Lenders or (b) following the exercise of remedies pursuant to Section 8.02, including without limitation, pursuant to the proviso thereof) such monies as follows (and each Lender shall comply with the instructions of the Administrative Agent in the case of any such monies received by such Lender):
i. First, to payment of outstanding Pro Rata Protective Advances and Out-of-Formula Advances ratably among the holders thereof in proportion to the respective amounts described in this clause First and if the Revolving Credit Lenders have declined to participate in Protective Advances pursuant to Section 2.17(a), to payment of outstanding Protective Advances not to exceed 10% of the Borrowing Base as of the date of the making of such Protective Advances funded by the Administrative Agent;
ii. Second, to payment of that portion of the Obligations owing to the Administrative Agent constituting (a) indemnities and expenses due and payable under this Agreement and the other Loan Documents (including reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent), and (b) the fees due and payable under the Fee Letter;
iii. Third, to the payment of that portion of the Obligations constituting (i) (a) indemnities and expenses (including reasonable and documented fees, charges and disbursements of counsel to the Lenders and amounts payable under Article III) due and payable to the Lenders under this Agreement and the other Loan Documents, (ii) (b) accrued and unpaid interest and fees (including Unused Facility Fees, Early Revolving Credit Facility Termination Fees and Letter of Credit Fees) due and payable to the Lenders, and (iii) (c) unpaid principal of the Revolving Credit Loans, the L/C Borrowings and the Swingline Loans, ratably among the holders thereof, (iv) Secured Cash Management Obligations then owing under Secured Cash Management Agreements, and (v) Secured Hedge Obligations then owing under Secured Hedge Agreements;
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iv. Fourth, to the payment of that portion of the Obligations constituting (a) Secured Cash Management Obligations then owing under Secured Cash Management Agreements, and (b) Secured Hedge Obligations then owing under Secured Hedge Agreements;
iv. v. Fourth, Fifth, if the Revolving Credit Lenders have declined to participate in Protective Advances pursuant to Section 2.17, to payment of outstanding Protective Advances funded by the Administrative Agent remaining outstanding after the application of clause First above;
v. vi. Fifth, Sixth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.21;
vi. vii. Sixth, Seventh, the payment in full of all other Obligations due and payable ratably among the holders thereof; and
vii. viii. Seventh, Eighth, the balance, if any, after all of the Obligations have been indefeasible paid in full, to the Borrowers or as otherwise required by Law.
All payments applied to the Loans pursuant to this Section 8.03 shall be applied to the Loans owing to the Lenders in accordance with their respective Applicable Percentages.”
5. Condition Precedent. The effectiveness of this Amendment shall be subject to Administrative Agent’s receipt of this Amendment, duly executed by the Borrowers, the Required Lenders, and Administrative Agent.
6. General Amendment Provisions.
A. The Credit Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its terms, and Borrowers hereby ratify and confirm the Credit Agreement in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, an amendment to, or a consent to a deviation from, any right, power, or remedy of Administrative Agent or the Lender under the Credit Agreement or any other Loan Document, as in effect prior to the date hereof.
B. The Borrowers represent and warrant to Administrative Agent and the Lenders that the representations and warranties contained in the Credit Agreement are true and correct in all material respects as of the date of this Amendment (except for representations and warranties that expressly relate to an earlier date, which are true and correct in all material respects as of such earlier date) and that no Event of Default has occurred and is continuing.
C. This Amendment constitutes the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Amendment.
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D. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing this Amendment (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.
E. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws (as opposed to the conflicts of law principles) of the State of New York.
[Remainder of page intentionally left blank; signature pages follow]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment by their respective duly authorized officers as of the date first above written.
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The Borrowers: |
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PETIQ, LLC, |
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an Idaho limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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TRUE SCIENCE HOLDINGS, LLC, |
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a Florida limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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TRURX LLC, |
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an Idaho limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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TRU PRODIGY, LLC, |
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a Texas limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
Second Amendment to Amended and Restated Credit Agreement
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COMMUNITY VETERINARY CLINICS LLC, |
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a Delaware limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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PET SERVICES OPERATING, LLC, |
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a Delaware limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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PAWPLUS MANAGEMENT, LLC, |
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a Delaware limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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VIP PETCARE, LLC, |
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a Delaware limited liability company |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
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COMMUNITY CLINICS, INC., |
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a California corporation |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
Second Amendment to Amended and Restated Credit Agreement
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HBH ENTERPRISES LLC, |
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a Utah limited liability company |
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By: |
PETIQ, LLC |
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Its: |
Sole Member |
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By |
/s/ John Newland |
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Name: |
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Title: |
CFO |
Second Amendment to Amended and Restated Credit Agreement
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The Agent, L/C Issuer and Swingline Lender: |
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EAST WEST BANK, |
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as Administrative Agent, LC/Issuer and Swingline Lender |
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By: |
/s/ David Lehner |
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David A. Lehner |
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Senior Vice President |
Second Amendment to Amended and Restated Credit Agreement
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The Syndication Agent: |
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KEYBANK NATIONAL ASSOCIATION, |
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as Syndication Agent |
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By |
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Name: |
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Title: |
Vice President |
Second Amendment to Amended and Restated Credit Agreement
Second Amendment to Amended and Restated Credit Agreement
Second Amendment to Amended and Restated Credit Agreement
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KEYBANK NATIONAL ASSOCIATION, |
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as a Lender |
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By |
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Name: |
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Title: |
Vice President |
Second Amendment to Amended and Restated Credit Agreement
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/8/19 | 8-K | ||
| Filed on: | 8/7/19 | 4, 8-K | ||
| For Period end: | 6/30/19 | |||
| 3/25/19 | ||||
| 12/10/18 | 4 | |||
| 10/17/18 | 8-K | |||
| 8/9/18 | 4 | |||
| 1/17/18 | 3, 4, 8-K, 8-K/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/21 PetIQ, Inc. 10-K 12/31/20 104:12M Toppan Merrill Bridge/FA |