REVOLUTION LIGHTING TECHNOLOGIES, INC. (NASDAQ:RVLT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Eighth Amendment to Forbearance Agreement and Twenty-Fourth Amendment to Credit Facility
Effective on May 29, 2020, Revolution Lighting Technologies, Inc. (the Company) and its direct and indirect subsidiaries (collectively, the Obligors) entered into an Eighth Amendment to Forbearance Agreement and Twenty-Fourth Amendment (the Twenty-Fourth Amendment) to its loan and security agreement (the Loan Agreement) with Bank of America N.A. (Bank of America). Under the terms of the Twenty-Fourth Amendment, Bank of America agreed to forbear, until September 30, 2020, the maturity date of the Loan Agreement, from exercising its rights and remedies against the Obligors as a result of breaches of certain covenants under the Loan Agreement. If the Company is not able to obtain a further amendment of the Loan Agreement and extend the forbearance, all principal, interest and other amounts outstanding under the Loan Agreement will become due and payable upon the earlier of 5:00 p.m. on September 30, 2020, or any Termination Event (as defined in the Loan Agreement, as previously amended).
to the Twenty-Fourth Amendment, Bank of America may continue lending to the Company under the revolving credit facility provided by the Loan Agreement through September 30, 2020, subject to the Company continuing to comply with its obligations under the Twenty-Fourth Amendment, including not allowing any additional Defaults or Events of Default (as defined in the Loan Agreement) to occur. Bank of America may also, in its sole discretion, permit overadvances in an aggregate amount not to exceed $1,000,000 at any time through and including July 31, 2020, and in an aggregate amount not to exceed $500,000 at any time through and including August 30, 2020. Any such overadvances must be repaid by 5:00 p.m. on September 30, 2020.
Furthermore, to the Twenty-Fourth Amendment, Bank of America thereby acknowledges and permits the incurrence of indebtedness of any Obligor under the Paycheck Protection Program (the Paycheck Protection Program) established under the Coronavirus Aid, Relief, and Economic Security Act. Any Obligor that incurs indebtedness under the Paycheck Protection Program agrees to use commercially reasonable efforts to maximize the amount of forgiveness of such loan.
Additionally, to the Twenty-Fourth Amendment, Bank of America agreed, in connection with the dissolution of Break One Nine, Inc., a Texas corporation (Break One Nine), to release Break One Nine as a guarantor under the Loan Agreement. Further, the Twenty-Fourth Amendment extends the delivery requirement for audited financial statements for fiscal year 2019 (the Financial Statements) to June 30, 2020.
In exchange for the forbearance granted under the Twenty-Fourth Amendment, the Company agreed, among other things, (i) to limit the cumulative monthly use of cash by the Company in accordance with a cash burn schedule, (ii) to maintain a positive cash flow in accordance with a positive cash flow schedule and (iii) to pay Bank of America a $7,500 forbearance fee, as well as Bank of Americas expenses, including attorneys fees, in connection with the Twenty-Fourth Amendment and prior open invoices. Additionally, each Obligor agreed, on behalf of itself and its successors, assigns and other legal representatives, to absolutely, unconditionally and irrevocably release Bank of America, its successors and assigns, and its present and former affiliates and representatives from any and all claims known or unknown held by any Obligor at any time prior to the date of the Twenty-Fourth Amendment in any way related to or in connection with the Loan Agreement or any related documents or transactions.
As of June 1, 2020, the Company had total debt of approximately $76.6 million, including aggregate principal and interest outstanding under the Companys line of credit with Bank of America of approximately $21.4 million, aggregate principal and interest outstanding under loans from Robert V. LaPenta, Sr., the Companys Chairman, CEO and President, and Aston Capital, LLC of approximately $54.2 million and approximately $1.0 million from other sources. As of June 1, 2020, the Company estimates that it had $1.6 million of available liquidity, reflecting its net cash position plus the remaining borrowing availability under the Loan Agreement.
The Company will likely need additional funding to continue its operations. The extent of additional funds required will depend on, among other things, the Companys results of operations in the second and third quarters of 2020 and the amount of time and expense necessary to finalize the previously announced investigation by the Securities and Exchange Commission (the SEC). The Company plans to work with Bank of America to further amend the Loan Agreement to provide for a longer-term extension of the current maturity date of September 30, 2020, and to provide for ongoing borrowing availability. The Company believes it will be successful. However, there can be no assurance that the Company will obtain such an amendment. Any failure to obtain such an amendment under the Loan Agreement could result in the exercise of remedies by Bank of America and all amounts becoming due under the Loan Agreement, and cause the Company to become unable to operate as a going concern.