UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 18, 2020
ALLIED HEALTHCARE PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19266 | 25-1370721 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1720 Sublette Avenue, St. Louis, Missouri (Address of principal executive offices) |
63110 (Zip Code) |
| Registrant’s telephone number, including area code |
| (314) 771-2400 |
| Not applicable |
| (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:
¨ 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))
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 ¨
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Common Stock, $.01 | AHPI | The NASDAQ Stock Market, LLC |
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, The Company is party to a Loan and Security Agreement with North Mill Capital, LLC (“North Mill”), as successor in interest to Summit Financial Resources, L.P., dated effective February 27, 2017, as amended April 16, 2018 and April 24, 2019 (as amended, the “Credit Agreement”). The Company’s obligations under the Credit Agreement are secured by all of the Company’s personal property, both tangible and intangible, pursuant to the terms and subject to the conditions set forth in the Credit Agreement. Availability of funds under the Credit Agreement is based on the Company’s accounts receivable and inventory but will not exceed $2,000,000.00.
The Company and North Mill have agreed to amend the Credit Agreement to extend its maturity until February 27, 2023, at which time all amounts outstanding will be due and payable. In addition, North Mill has agreed to increase total availability under the Credit Agreement to $4,000,000.00, of which $1,000,000 may be based on inventory, which represents a doubling of the maximum inventory advance, although the advance rate based on inventory has been reduced by 50%. These increases in borrowing capacity will allow the Company to increase its borrowing under the Credit Agreement to meet its working capital needs.
The minimum monthly payment will remain .25% (25 basis points) on the maximum availability ($10,000 per month). In the event the Company prepays or terminates the Credit Facility prior to February 27, 2022, the Company will be obligated to pay an amount equal to the minimum monthly payment multiplied by the number of months remaining between February 27, 2022 and the date of such prepayment or termination.
The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the Third Amendment to Loan and Security Agreement, a copy of which is filed herewith as Exhibit 99.1, and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information related to the Credit Agreement discussed under Item 1.01 set forth above is hereby incorporated by reference under this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit | |
| Number | Description |
| 99.1 | Third Amendment to Loan and Security Agreement, dated December 18, 2020, by and between the Allied Healthcare Products, Inc. and North Mill Capital, LLC. |
SIGNATURES
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 thereunto duly authorized.
| ALLIED HEALTHCARE PRODUCTS, INC. | ||
| By: | ||
| Date: December 22, 2020 | /s/ Daniel C. Dunn | |
| Daniel C. Dunn | ||
| Chief Financial Officer | ||
Exhibit 99.1
Third Amendment to Loan and Security Agreement
This Third Amendment to Loan and Security Agreement (the "Amendment") is made and entered into by and between SUMMIT FINANCIAL RESOURCES, LLC, a Delaware limited liability company and the successor in interest to SUMMIT FINANCIAL RESOURCES, L.P., a Hawaii limited partnership ("Lender"), and ALLIED HEALTHCARE PRODUCTS, INC., a Delaware corporation ("Borrower").
Recitals
A. Lender's predecessor in interest and Borrower have entered into a Loan and Security Agreement dated February 27, 2017 (together with any and all exhibits, schedules, addenda or riders hereto, as amended, modified, supplemented, substituted, extended or renewed from time to time, the "Loan and Security Agreement").
B. Lender and Borrower have agreed to further amend certain terms of the Loan and Security Agreement as set forth in this Amendment.
Amendment
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower agree as follows:
1. Definitions. Except as otherwise expressly provided herein, terms assigned defined meanings in the Loan and Security Agreement shall have the same defined meanings in this Amendment. The term "Amendment," as defined in the preamble to this Amendment, is incorporated by reference into the Loan and Security Agreement
2. Modification and Amendment of Loan and Security Agreement. Effective as of the date of this Amendment, the Loan and Security Agreement is amended and modified as follows:
a. The following definitions set forth in Section 1 (Definitions) of the Loan and Security Agreement are hereby amended to read as follows:
"Inventory Advance Rate" means twenty-five percent (25%), or such other percent as may be determined from time to time by Lender in its sole discretion.
"Lender" means SUMMIT FINANCIAL RESOURCES, LLC, a Delaware limited liability company and the successor in interest to SUMMIT FINANCIAL RESOURCES, L.P., a Hawaii limited partnership, and its successors and assigns.
"Loan Commitment Period" means the period from the date of this Loan and Security Agreement to February 27, 2023, and thereafter, successive periods of one (1) year each commencing upon completion of each prior Loan Commitment Period.
"Maximum Loan Amount" means Four Million Dollars ($4,000,000).
b. A new definition shall be added to the Section 1 (Definitions) of the Loan and Security Agreement as follows:
"Field Examination Fee" means a fee in an amount equal to Nine Hundred Fifty Dollars ($950) per day, per examiner plus out-of-pocket expenses.
c. The first paragraph of subsection (b) (Inventory Advances) of Section 2.6 (Inventory Advances) of the Loan and Security Agreement is hereby amended to reinstate Inventory Advances on the following terms and conditions:
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"b. Inventory Advances. Notwithstanding anything to the contrary in the Loan Documents, no Inventory Advances shall be made on the Loan if, after making the requested Inventory Advance, the total, aggregate principal amount of all Inventory Advances will exceed the lowest of: (i) the total cost of Eligible Inventory (as determined by Lender in its sole discretion) multiplied by the Inventory Advance Rate; (ii) one hundred percent (100%) of the amount of outstanding Account Advances; (iii) One Million Dollars ($1,000,000); and (iv) together with the aggregate amount of all outstanding Account Advances, the Maximum Loan Amount."
d. Section 3 (Renewal of Loan Commitment Period; Termination of Loan) of the Loan and Security Agreement is hereby amended and restated in its entirety as follows:
"3. Current Loan Commitment Period; Renewal of Loan Commitment Period; Termination of Loan. The current Loan Commitment Period, which would have otherwise ended on February 27, 2021, in hereby extended to, and shall end on, February 27, 2023. Each (subsequent) Loan Commitment Period thereafter shall automatically renew for an additional Loan Commitment Period of one (1) year unless Borrower or Lender provides written notice of non-renewal at least sixty (60) days' prior to the end of the then Loan Commitment Period, by registered or certified mail, return receipt requested. If Borrower elects to terminate the Loan at any time prior to February 27, 2022, or an Event of Default accelerates payment of the Loan or terminates the right of Borrower to receive advances hereunder, Borrower shall pay Lender an early termination fee equal to the Monthly Minimum multiplied by the number of months, or portions thereof, remaining until February 27, 2022, which amount shall be due and payable in full upon the date of any such termination; provided, however, in the event Borrower obtains Qualified Bank Financing to replace the Loan, Lender shall waive the foregoing early termination fee so long as Borrower provides at least sixty (60) days' written notice to Lender, by registered or certified mail, return receipt requested, of its intent to replace the Loan with Qualified Bank Financing which notice shall itemize the material financial terms of the Qualified Bank Financing. Further, notwithstanding the foregoing, so long as no Event of Default exists, in the event Borrower obtains proposed financing from a lender that does not qualify as a Qualified Bank Financing to replace the Loan at any time prior to February 27, 2022, Borrower must provide at least sixty (60) days' written notice to Lender, by registered or certified mail, return receipt requested, of its intent to replace the Loan with such proposed financing, which notice shall itemize the material financial terms of such proposed financing, Lender may, but shall not be obligated to, within thirty (30) days' of Lender's receipt of such notice, provide written notice to Borrower that Lender will match the material financial terms of such proposed financing whereupon Lender and Borrower shall amend the Loan Documents, as necessary, to match the material financial terms of such proposed financing and the Loan Documents shall remain in full force and effect subject to such amendments.
In addition to the foregoing and so long as no Event of Default exists, in the event Borrower requests Account Advances or Inventory Advances and any such requested advances would not cause the total, aggregate, principal amount of all outstanding Account Advances and Inventory Advances to exceed the formulae set forth in Section 2.6 (Limitations on Advances) and Lender, in exercising its discretion permitted herein, elects not to make any such requested advances for ten (10) consecutive Banking Business Days, then Borrower may immediately terminate the then current Loan Commitment Period and replace the Loan with alternative financing or otherwise repay in full all obligations owing thereunder and Lender shall waive the foregoing early termination fee.
Upon any such non-renewal or termination of the Loan, all other terms and provisions of this Loan and Security Agreement, including, without limitation, the security interests granted in favor of Lender, shall remain in full force and effect until all amounts owing to Lender hereunder have been finally paid in full."
e. The following sentence is hereby added to the ultimate paragraph of Section 7.4 (Financial Statements and Reports; Audits) of the Loan and Security Agreement as follows:
"Borrower shall pay Lender the Field Examination Fee for each examination of Borrower's records and books and/or the Collateral performed by Lender or its representative or designee."
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3. Representations and Warranties. Borrower affirms and again makes the representations and warranties set forth in Section 6 (Representations and Warranties) of the Loan and Security Agreement as of the date of this Amendment.
4. Payment of Expenses and Attorneys' Fees. Borrower shall pay all reasonable expenses of Lender related to the negotiation, drafting of documents, and documentation of this Amendment, including, without limitation, all reasonable attorneys' fees and legal expenses (including allocated fees of in-house counsel). Lender is authorized and directed to disburse a sufficient amount of funds under the Loan to pay these expenses in full.
5. Loan Documents Remain in Full Force and Effect. Except as expressly amended or modified by this Amendment, the Loan Documents remain in full force and effect. Borrower confirms that the security interests granted by the Loan Documents also secure the Loan and Security Agreement as amended by this Amendment.
6. Borrower Covenants. Borrower covenants with Lender that Borrower shall execute, deliver, and provide to Lender such additional agreements, documents, and instruments as reasonably required by Lender to effectuate the intent of this Amendment.
7. Release. Borrower and its successors and assigns hereby fully, finally, and forever release and discharge Lender and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or in equity, that Borrower has or in the future may have, whether known or unknown, in respect of the Loan Documents, the Loan, or the actions or omissions of Lender in respect to the Loan Documents or the Loan and arising from events occurring prior to the date hereof.
8. Authorization. Borrower represents and warrants that the execution, delivery, and performance by Borrower of this Amendment, and all agreements, documents, obligations, and transactions herein contemplated, have been duly authorized by all necessary corporate action on the part of Borrower and are not inconsistent with Borrower's organizational documents or any resolution of the board of directors, members, managers, or other governing body of Borrower and do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Borrower is a party or by which it is bound, and that upon execution and delivery hereof and thereof, this Amendment will constitute legal, valid, and binding agreements and obligations of Borrower, enforceable in accordance with its respective terms.
9. Integrated Agreement; Amendment. This Amendment, together with the Loan and Security Agreement and the other Loan Documents, constitute the entire agreement and understanding between the parties hereto and supersede all other prior and contemporaneous agreements. This Amendment and the Loan and Security Agreement shall be read and interpreted together as one agreement and shall be governed by and construed in accordance with the laws of the State of Utah without regard to its conflict of laws principles. This Amendment shall be deemed to have been executed by the parties hereto in the State of Utah and may not be altered or amended except by written agreement signed by Lender and Borrower. All other prior and contemporaneous agreements, arrangements, and understandings between the parties hereto as to the subject matter hereof are, except as otherwise expressly provided herein, rescinded.
Borrower acknowledges and agrees that this Amendment is a final expression of the agreement between Lender and Borrower and this Amendment may not be contradicted by evidence of any alleged oral agreement.
[Signatures on Next Page]
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Dated: December 18, 2020.
| SUMMIT FINANCIAL RESOURCES, LLC | ||
| By: | /s/ Beatriz Hernanez | |
| Name: | Beatriz Hernandez | |
| Title: | Executive Vice President | |
| ALLIED HEALTHCARE PRODUCTS, INC. | ||
| By: | /s/ Daniel C. Dunn | |
| Name: | Daniel C. Dunn | |
| Title: | Vice President - Finance | |
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