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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/20 Perceptron Inc./MI 10-K 6/30/20 120:12M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.25M
3: EX-4.13 Instrument Defining the Rights of Security Holders HTML 37K
4: EX-4.15 Instrument Defining the Rights of Security Holders HTML 48K
2: EX-4.6 Instrument Defining the Rights of Security Holders HTML 50K
5: EX-21 Subsidiaries List HTML 35K
6: EX-23 Consent of Expert or Counsel HTML 32K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
105: R1 Document and Entity Information HTML 96K
94: R2 Consolidated Balance Sheets HTML 145K
83: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
72: R4 Consolidated Statements Of Operations HTML 92K
61: R5 Consolidated Statements of Comprehensive Loss HTML 48K
50: R6 Consolidated Statements Of Cash Flow HTML 122K
39: R7 Consolidated Statements Of Cash Flow HTML 33K
(Parenthetical)
28: R8 Consolidated Statements Of Shareholders' Equity HTML 81K
17: R9 Summary of Significant Accounting Policies HTML 93K
115: R10 Information About Major Customers HTML 35K
114: R11 Revenue from Contracts with Customers HTML 89K
113: R12 Allowance for Doubtful Accounts HTML 57K
112: R13 Inventory HTML 75K
111: R14 Goodwill HTML 53K
110: R15 Intangible Assets HTML 133K
109: R16 Short-Term and Long-Term Investments HTML 113K
108: R17 Fair Value Measurements HTML 111K
107: R18 Warranties HTML 62K
106: R19 Property And Equipment HTML 63K
104: R20 Leases HTML 68K
103: R21 Severance, Impairment And Other Charges HTML 76K
102: R22 Credit Facilities HTML 40K
101: R23 Current and Long-Term Taxes Payable HTML 34K
100: R24 Other Long-Term Liabilities HTML 34K
99: R25 Commitments And Contingencies HTML 39K
98: R26 401(k) Plan HTML 35K
97: R27 Employee Stock Purchase Plan HTML 51K
96: R28 Stock-Based Compensation HTML 338K
95: R29 Income Taxes HTML 166K
93: R30 Segment And Geographic Information HTML 116K
92: R31 COVID-19 Pandemic HTML 36K
91: R32 Summary of Significant Accounting Policies HTML 146K
(Policies)
90: R33 Revenue from Contracts with Customers (Tables) HTML 86K
89: R34 Allowance for Doubtful Accounts (Tables) HTML 57K
88: R35 Inventory (Tables) HTML 77K
87: R36 Goodwill (Tables) HTML 51K
86: R37 Intangible Assets (Tables) HTML 132K
85: R38 Short-Term And Long-Term Investments (Tables) HTML 110K
84: R39 Fair Value Measurements (Tables) HTML 105K
82: R40 Warranties (Tables) HTML 62K
81: R41 Property And Equipment (Tables) HTML 61K
80: R42 Leases (Tables) HTML 67K
79: R43 Severance, Impairment And Other Charges (Tables) HTML 74K
78: R44 Employee Stock Purchase Plan (Tables) HTML 50K
77: R45 Stock-Based Compensation (Tables) HTML 331K
76: R46 Income Taxes (Tables) HTML 164K
75: R47 Segment And Geographic Information (Tables) HTML 113K
74: R48 Summary of Significant Accounting Policies HTML 116K
(Narrative) (Details)
73: R49 Information About Major Customers (Narrative) HTML 46K
(Details)
71: R50 Revenue from Contracts with Customers (Narrative) HTML 40K
(Details)
70: R51 Revenue from Contracts with Customers (Summary of HTML 42K
Revenue Disaggregated by Timing of Recognition)
(Details)
69: R52 Revenue from Contracts with Customers (Summary of HTML 46K
Remaining Unsatisfied Performance Obligations)
(Details)
68: R53 Revenue from Contracts with Customers (Summary of HTML 34K
Remaining Unsatisfied Performance Obligations)
(Details 1)
67: R54 Revenue from Contracts with Customers (Summary of HTML 44K
Total Balances of Contract Balances) (Details)
66: R55 Allowance for Doubtful Accounts (Schedule of HTML 40K
Changes in Allowance for Doubtful Accounts)
(Details)
65: R56 Inventory (Narrative) (Details) HTML 34K
64: R57 Inventory (Schedule of Components of Inventory) HTML 41K
(Details)
63: R58 Inventory (Schedule of Reserves for Obsolescence) HTML 39K
(Details)
62: R59 Goodwill (Summary of Goodwill) (Details) HTML 40K
60: R60 Goodwill (Narrative) (Details) HTML 39K
59: R61 Intangible Assets (Summary Of Change In Other HTML 50K
Intangible Assets) (Details)
58: R62 Intangible Assets (Narrative) (Details) HTML 48K
57: R63 Intangible Assets (Summary Of Estimated HTML 43K
Amortization) (Details)
56: R64 Short-Term And Long-Term Investments (Narrative) HTML 44K
(Details)
55: R65 Short-Term And Long-Term Investments (Schedule Of HTML 55K
Short-Term And Long-Term Investments) (Details)
54: R66 Fair Value Measurements (Summary Of Investments HTML 44K
Measured And Recorded At Fair Value On A Recurring
Basis) (Details)
53: R67 Fair Value Measurements (Narrative) (Details) HTML 41K
52: R68 Fair Value Measurements (Summary of Fair Value of HTML 41K
Assets and Liabilities Measured on Nonrecurring
Basis) (Details)
51: R69 Warranties (Schedule of Product Warranty HTML 41K
Liability) (Details)
49: R70 Property And Equipment (Summary Of Property And HTML 47K
Equipment) (Details)
48: R71 Property And Equipment (Narrative) (Details) HTML 34K
47: R72 Leases (Narrative) (Details) HTML 49K
46: R73 Leases (Summary of Maturity of Lease Liabilities) HTML 51K
(Details)
45: R74 Leases (Schedule Of Future Minimum Rental Payments HTML 47K
For Operating Leases) (Details)
44: R75 Severance, Impairment And Other Charges HTML 57K
(Narrative) (Details)
43: R76 Severance, Impairment And Other Charges (Summary HTML 41K
Of Severance, Impairment And Other Charges)
(Details)
42: R77 Severance, Impairment And Other Charges (Schedule HTML 41K
Of Restructuring Reserve Reconciliation) (Details)
41: R78 Credit Facilities (Narrative) (Details) HTML 83K
40: R79 Other Long-Term Liabilities (Narrative) (Details) HTML 34K
38: R80 Commitments And Contingencies (Narrative) HTML 46K
(Details)
37: R81 401(k) Plan (Narrative) (Details) HTML 33K
36: R82 Employee Stock Purchase Plan (Narrative) (Details) HTML 40K
35: R83 Employee Stock Purchase Plan (Schedule Of Employee HTML 39K
Stock Purchase Plan) (Details)
34: R84 Stock-Based Compensation (Narrative) (Details) HTML 90K
33: R85 Stock-Based Compensation (Summary of Activity HTML 61K
Relating to Stock Options) (Details)
32: R86 Stock-Based Compensation (Summary of Activity HTML 37K
Relating to Stock Options) (Parenthetical)
(Details)
31: R87 Stock-Based Compensation (Schedule Of Stock Option HTML 42K
Valuation Assumptions) (Details)
30: R88 Stock-Based Compensation (Summary Of Shares HTML 65K
Authorized Under Stock Option Plans, By Exercise
Price Range) (Details)
29: R89 Stock-Based Compensation (Summary Of Restricted HTML 49K
Stock And Restricted Stock Unit Awards Issued)
(Details)
27: R90 Stock-Based Compensation (Summary of Status of HTML 54K
Performance Share Units Outstanding) (Details)
26: R91 Income Taxes (Schedule of (Loss) Income from HTML 42K
Continuing Operations before Income Taxes)
(Details)
25: R92 Income Taxes (Schedule of Components of Income Tax HTML 46K
Expense (Benefit)) (Details)
24: R93 Income Taxes (Schedule of Components of Deferred HTML 57K
Taxes) (Details)
23: R94 Income Taxes (Schedule of Reconciliation of Income HTML 50K
Tax Rate to Effective Tax Rate) (Details)
22: R95 Income Taxes (Narrative) (Details) HTML 80K
21: R96 Income Taxes (Schedule of Unrecognized Tax HTML 36K
Benefits and Uncertain Tax Positions) (Details)
20: R97 Segment And Geographic Information (Narrative) HTML 45K
(Details)
19: R98 Segment And Geographic Information (Schedule Of HTML 49K
Sales and Long-Lived Assets, Net By Geographical
Regions) (Details)
18: R99 Segment And Geographic Information (Schedule Of HTML 47K
Sales and Long-Lived Assets, Net By Geographical
Regions) (Parenthetical) (Details)
116: R100 Segment And Geographic Information (Schedule Of HTML 44K
Sales By Product Line) (Details)
118: XML IDEA XML File -- Filing Summary XML 233K
16: XML XBRL Instance -- prcp-10k_20200630_htm XML 3.23M
117: EXCEL IDEA Workbook of Financial Reports XLSX 132K
12: EX-101.CAL XBRL Calculations -- prcp-20200630_cal XML 228K
13: EX-101.DEF XBRL Definitions -- prcp-20200630_def XML 598K
14: EX-101.LAB XBRL Labels -- prcp-20200630_lab XML 1.53M
15: EX-101.PRE XBRL Presentations -- prcp-20200630_pre XML 1.18M
11: EX-101.SCH XBRL Schema -- prcp-20200630 XSD 229K
119: JSON XBRL Instance as JSON Data -- MetaLinks 465± 715K
120: ZIP XBRL Zipped Folder -- 0001564590-20-044833-xbrl Zip 268K
Exhibit 4.6
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement (“Amendment”) is dated as of August 17, 2020, by and between PERCEPTRON, INC. (“Borrower”) and CHEMICAL BANK, a division of TCF National Bank (“Bank”).
Recitals
A.Borrower and Bank entered into that certain Credit Agreement dated December 4, 2017 (as amended, the “Agreement”).
B.Borrower and Bank desire to amend the Agreement all as set forth below.
Now, therefore, the parties agree as follows:
1.The following definitions are added to Section 1 of the Agreement to read in the entireties as follows:
“Letter of Credit” shall mean any standby letter of credit issued by Bank for the account of Borrower under the provisions of Section 2.8.
“Letter of Credit Agreement(s)” shall mean, in respect of each Letter of Credit, the application and related documentation executed by the Borrower requesting the issuance of a Letter of Credit hereunder, and all amendments, restatements or other modifications thereto from time to time, in each case in form and substance reasonably acceptable to Bank.
“Letter of Credit Reserve” shall mean, with respect to the Borrower, as of any date of determination, an amount equal to the aggregate undrawn face amount of all issued, outstanding and unexpired Letters of Credit issued by Bank for the account of Borrower under and pursuant to this Agreement and the amount of all draws under Letters of Credit paid by Bank and not reimbursed by the Borrower.
“Letter of Credit Sublimit” shall mean Thirty Nine Thousand Nine Hundred Dollars ($39,900).
2.Section 2.6 of the Agreement is amended to read in its entirety as follows:
“2.6Reduction of Indebtedness. If at any time and for any reason the aggregate outstanding principal amount of Advances hereunder to Borrower, plus the Letter of Credit Reserve, plus the Foreign Exchange Reserve, shall exceed the lesser of (i) the Revolving Credit Amount or (ii) the then applicable Borrowing Base, then Borrower shall immediately reduce any pending request for an Advance on such day by the amount of such excess and, to the extent any excess remains thereafter, immediately repay an amount of the Indebtedness equal to such excess. Borrower acknowledges that, in connection with any repayment required hereunder, it shall also be responsible for the reimbursement of any prepayment or other costs required under the terms of the Revolving Credit Note.”
4852-5537-3259.1
3.Section 2.8 is added to the Agreement to read in its entirety as follows:
“2.8Letters Of Credit. In addition to Advances under the Revolving Credit, but subject to the non-existence of any Default or Event of Default, the Letter of Credit Sublimit and the other terms and conditions of this Agreement, Bank may in its sole discretion, issue, or commit to issue, from time to time, standby letters of credit (“Letters of Credit”) for the account of Borrower in aggregate undrawn amounts not to exceed the Letter of Credit Sublimit at any one time outstanding; provided, however that after giving effect to the Letters of Credit requested, the sum of the aggregate amount of Advances outstanding plus the Letter of Credit Reserve shall not exceed at any one time the lesser of (a) then applicable face amount of the Revolving Credit Note and (b) the Borrower Base. No Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the maturity date of the Revolving Credit. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any Letter of Credit Agreements. The Borrower shall pay to Bank quarterly in arrears a per annum fee equal to two and sixty five hundredths percent (2.65%) per annum on the undrawn face amount of each Letter of Credit issued for the account of Borrower, determined on the basis of the actual number of days elapsed using a year of 360 days. It is expressly understood that the fees paid pursuant to this Section 2.8 shall not be refundable under any circumstances.”
4.The following subsection 10.2(a-1) is added to the Agreement to read in its entirety as follows:
“(a-1)the Borrower shall deliver to Bank cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by Bank.”
5.Borrower hereby represents and warrants that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within its corporate powers and authorities, have been duly authorized, are not in contravention of law or the terms of its Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the representations and warranties of Borrower as set forth in the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof; and (c) no Event of Default, or condition or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing under the Agreement as of the date hereof.
6.Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
2
7.As a condition of the above amendments, Borrower waives, discharges, and forever releases Bank, and Bank’s employees, officers, directors, attorneys, stockholders and successors and assigns, from and of any and all claims, causes of action, allegations or assertions that Borrower has or may have had at any time up through, and including, the date of this Amendment, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to Borrower or whether any such claims, causes of action, allegations or assertions arose as a result of Bank’s actions or omissions in connection with the Agreement, including any amendments, or modifications thereto, or otherwise.
8.This Amendment shall be effective as of the date hereof upon (a) execution by Borrower and Bank of this Amendment, and (b) execution of the Affirmation of Guaranties set forth below.
9.Borrower is responsible for all costs incurred by Bank, including without limit reasonable attorneys’ fees, with regard to the preparation and execution of this Amendment and any documents, instruments or agreements executed in connection herewith.
10.This Amendment may be executed in counterparts, each of which counterpart shall constitute one and the same original.
11.This Amendment is not an agreement to any further or other amendment of the Agreement.
12.Except as modified hereby, all of the terms and conditions of the Agreement shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
3
WITNESS the due execution hereof on the day and year first above written.
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CHEMICAL BANK, a division of |
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TCF NATIONAL BANK |
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PERCEPTRON, INC. |
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By: |
/s/ David W. Leslie |
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By: |
/s/ Bill Roeschlein |
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David Leslie |
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Its: |
Vice President |
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Chief Financial Officer |
[Signature Page to Amendment No. 2 to Credit Agreement (16863090)]
The undersigned, Guarantors under certain Guaranties each dated December 4, 2017 (“Guaranties”) made by the undersigned in favor of Chemical Bank (“Bank”) with respect to the liabilities and obligations of Perceptron, Inc. (“Borrower”) to Bank, (i) affirm their obligations to Bank under their Guaranties and acknowledge that their Guaranties remain in full force and effect in accordance with their terms, subject to no setoff, defense or counterclaim, and (ii) confirm that this Affirmation is not required by the terms of their Guaranties and need not be obtained in connection with any prior or future waivers or amendments or extensions of additional credit to Borrower.
Dated: August 17, 2020
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GUARANTORS: |
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PERCEPTRON SOFTWARE |
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TECHNOLOGY, INC. |
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By: |
/s/ Jay W. Freeland |
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Its: |
Chief Executive Officer |
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PERCEPTRON GLOBAL, INC. |
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By: |
/s/ Jay W. Freeland |
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Its: |
Chief Executive Officer |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/28/20 | 8-A12G/A, 8-K, DEFA14A | ||
| 8/17/20 | ||||
| For Period end: | 6/30/20 | 10-K/A | ||
| 12/4/17 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/20 Perceptron Inc./MI 10-K/A 6/30/20 12:519K ActiveDisclosure/FA 11/05/20 Perceptron Inc./MI DEFM14A 11/05/20 1:4.1M Broadridge Fin’l So… Inc 11/05/20 Perceptron Inc./MI PRER14A 1:4.1M Broadridge Fin’l So… Inc 11/03/20 Perceptron Inc./MI 10-K/A 6/30/20 12:1.2M ActiveDisclosure/FA 10/21/20 Perceptron Inc./MI PREM14A 10/21/20 1:4M Broadridge Fin’l So… Inc |