VOLT 8-K
Tema Electrification ETF (VOLT)
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 17, 2020
VOLT INFORMATION SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| New York | 001-9232 | 13-5658129 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 2401 N. Glassell Street, Orange, California | 92865 |
| (Address of principal executive offices) | (Zip Code) |
(714) 921-8800
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.10 | VOLT | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 1.01 Entry into a Material Definitive Agreement
On July 19, 2019, Volt Funding II, LLC, a wholly-owned special purpose subsidiary of Volt Information Sciences, Inc. (the “Company”), entered into an amended and restated accounts receivable securitization program with certain lenders, letter of credit participants and letter of credit issuers and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch (“DZ Bank”), as agent. The restated securitization program was described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 24, 2019 (as amended from time to time, the “DZ Financing Program”).
On December 17, 2020, the Company and DZ Bank entered into Amendment No. 5 to the DZ Financing Program (the “Amendment”). The modifications to the agreement (i) extend the Amortization Date, as defined in the DZ Financing Program, from January 25, 2023 to January 25, 2024, and the Facility Maturity Date, as defined in the DZ Financing Program, from July 25, 2023 to July 25, 2024; (ii) revise an existing covenant to maintain positive net income in any fiscal year ending after 2020 to require the Company to maintain positive net income in any fiscal year ending after 2021; (iii) replace the existing Tangible Net Worth (“TNW”) covenant requirement, as defined in the DZ Financing Program, to a minimum TNW of $20.0 million through the Company’s fiscal quarter ending on or about July 31, 2021 and $25.0 million in each quarter thereafter; and (iv) revise the eligibility threshold for the receivables from one large customer of the Company’s North American Staffing segment from 5% of eligible receivables to 8%, which will increase overall availability under the DZ Financing Program by $1.0 - $3.0 million. All other terms and conditions of the DZ Financing Program remain substantially unchanged.
The foregoing description is summary in nature and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
* Certain portions of this exhibit have been redacted to preserve confidentiality. The registrant hereby undertakes to provide further information regarding such redacted information to the Commission upon request.
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 hereunto duly authorized.
| Volt Information Sciences, Inc. | ||
| Date: December 18, 2020 | By: | /s/ Nancy Avedissian |
|
Nancy Avedissian Senior Vice President, Chief Legal Officer and | ||
AMENDMENT NO. 5 TO AMENDED AND RESTATED
RECEIVABLES LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 5, dated as of December 17, 2020 (this “Amendment”), to the Amended and Restated Receivables Loan and Security Agreement, dated as of July 19, 2019 (as amended prior to the date hereof, the “Existing RLSA”) by and among VOLT FUNDING II, LLC, a Delaware limited liability company (as the “Borrower”), VOLT INFORMATION SCIENCES, INC., a New York corporation, as the servicer (in such capacity, the “Servicer”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company (“Autobahn”), as the Conduit Lender prior to the Conduit Lender’s cessation, if any, in its sole discretion, as a Conduit Lender and a Lender and LC Participant, the other Lenders and LC Participants from time to time party thereto, together with their respective successors and assigns (the “Lenders”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH (“DZ Bank”), as agent (in such capacity, together with its successors and assigns, the “Agent”) and AUTOBAHN and DZ BANK, as Letter of Credit issuers (together with their respective successors and assigns, the “LC Issuers”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Existing RLSA.
WHEREAS, Autobahn continues to be the sole Lender under the Existing RLSA;
WHEREAS, the Borrower has advised the Agent that it wishes to amend the Existing RLSA to modify certain of the financial covenants in the Existing RLSA in the manner set forth below, and Autobahn is agreeable to such modification;
WHEREAS, the Borrower has further advised the Agent that it wishes to amend the Existing RLSA to modify the definition of Overconcentration Amount in the Existing RLSA in the manner set forth below, and Autobahn is agreeable to such modification; and
WHEREAS, the parties hereto are entering into this Amendment, in writing as required under Section 16.06 of the Existing RLSA, in order to effect the foregoing, which are being effected subject to the terms and conditions set forth herein;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the fulfillment of the conditions set forth below, the parties hereto agree as follows:
| Section 1. | AMENDMENTS AND TERMS THEREOF |
1.1 Current Amendments to Existing RLSA. As of the Effective Date (as defined below), the Existing RLSA shall be amended by:
| a. | deleting the date “January 25, 2023” in the definition of “Amortization Date” in Section 1.01 of the Existing RLSA and replacing it with “January 25, 2024;” |
| b. | deleting the date “July 25, 2023” in the definition of “Facility Maturity Date” in Section 1.01 of the Existing RLSA and replacing it with “July 25, 2024;” |
| c. | deleting the word “Receivable” in clause (a) of the introductory text in the definition of “Overconcentration Amount” in Section 1.01 of the Existing RLSA and replacing it with the word “Receivables;” |
| d. | deleting clause (vii) in the definition of “Overconcentration Amount” in Section 1.01 of the Existing RLSA and replacing it with the following: |
(vii) Eligible Receivables of any single Obligor rated below “BB-” (or its equivalent) or unrated by each Rating Agency and rated “B-” (or its equivalent) or better by at least one Rating Agency: 3%;
| e. | deleting clause (xvi) in the definition of “Overconcentration Amount” in Section 1.01 of the Existing RLSA and replacing it with the following: |
(xvi) [Intentionally Omitted]; and
| f. | Inserting the following sentence at the end of, and included within, the definition of “Overconcentration Amount” in Section 1.01 of the Existing RLSA: |
Notwithstanding the foregoing: (A) to the extent clause (v) above otherwise applies in the case of Eligible Receivables for which [REDACTED] is the Obligor, the permissible percentage for those Eligible Receivables instead shall be 8%; and (B) to the extent clause (vii) above otherwise applies in the case of Eligible Receivables for which [REDACTED] is the Obligor, the permissible percentage for those Eligible Receivables instead shall be 5%.
| g. | inserting the following definitions into Section 1.01 of the Existing RLSA, in their respective proper alphabetical order: |
“A&R Amendment No. 5”: That certain Amendment No. 5, dated as of December 17, 2020, to the Amended Agreement.
“A&R Amendment No. 5 Effective Date”: The “Effective Date” under, and as defined in, A&R Amendment No. 5.
| h. | deleting Section 5.06(a) of the Existing RLSA and replacing it with the following: |
(a) The Servicer shall maintain a Tangible Net Worth of at least $20,000,000 through the end of the fiscal quarter ending on or about July 31, 2021, and at least $25,000,000 thereafter, in each case as determined quarterly at the time of delivery of the Servicer’s consolidated financial statements for such respective fiscal quarter or audited consolidated financial statements for such respective fiscal year end;
| i. | deleting Section 5.06(b) of the Existing RLSA and replacing it with the following: |
(b) On a fiscal year basis, the Servicer shall maintain a positive Net Income in any fiscal year ending after the fiscal year ending on or about October 31, 2021, as determined at the time of delivery of the Servicer’s audited consolidated financial statements for such respective fiscal year;
| j. | deleting Section 9.01(s) of the Existing RLSA and replacing it with the following: |
(s) either of Linda Perneau or Herbert M. Mueller shall, at any time following the A&R Amendment No. 5 Effective Date, fail to be an officer of the Servicer or the Parent, as applicable, with the same level of executive or administrative authority as existing on the A&R Amendment No. 5 Effective Date, and a replacement (on either an interim or permanent basis) to such key employee, as applicable, reasonably acceptable to the Agent, shall not have been appointed within one-hundred eighty (180) days of the date of such failure;
| Section 2. | CONDITIONS TO EFFECTIVENESS |
This Amendment shall be effective (the “Effective Date”) upon the execution and delivery of counterparts hereof by the parties signatory hereto and the fulfillment of the following terms and conditions:
2.1 All representations and warranties contained in the Existing RLSA or made in writing to Autobahn or the Agent in connection herewith shall be true and correct in all material respects.
2.2 No Event of Default or Servicer Event of Default nor any event that but for notice or lapse of time or both would constitute an Event of Default or Servicer Event of Default shall have occurred and be continuing (other than any such event that is explicitly waived by the provisions hereof).
| Section 3. | MISCELLANEOUS |
3.1 Each of the parties hereto represents and warrants (which representations and warranties shall survive the execution and delivery hereof) that such Person has the corporate or limited liability company power and authority to execute and deliver this Amendment and has taken or caused to be taken all necessary actions to authorize the execution and delivery of this Amendment.
3.2 The parties hereto hereby acknowledge and agree that, except for the specific waivers and agreements set forth above, nothing herein shall be deemed to be a consent to or waiver or amendment of any covenant or agreement contained in the Existing RLSA or any other document executed in connection therewith, and each such party hereby agrees that all of the covenants and agreements contained in the Existing RLSA or any other document executed in connection therewith, subject to the waivers set forth herein, are hereby ratified and confirmed in all respects.
3.3 This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.
3.4 THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duty authorized, as of the date first above written.
| THE SERVICER: | VOLT INFORMATION SCIENCES, INC., as Servicer | ||
| By: | /s/ Kevin D. Hannon | ||
| Name: | Kevin D. Hannon | ||
| Title: | VP & Treasurer | ||
| THE BORROWER: | VOLT FUNDING II, LLC, as the Borrower | ||
| By: | /s/ Kevin D. Hannon | ||
| Name: | Kevin D. Hannon | ||
| Title: | Treasurer | ||
(Signature Page for Amendment No. 5 to A&R RLSA)
| THE FINAL LC ISSUER: | DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, New York Branch | ||
| By: | /s/ Christian Haesslein | ||
| Name: | Christian Haesslein | ||
| Title: | Director | ||
| By: | /s/ Eva Geng | ||
| Name: | Eva Geng | ||
| Title: | Vice President | ||
| THE AGENT: | DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, New York Branch | ||
| By: | /s/ Christian Haesslein | ||
| Name: | Christian Haesslein | ||
| Title: | Director | ||
| By: | /s/ Eva Geng | ||
| Name: | Eva Geng | ||
| Title: | Vice President | ||
(Signature Page for Amendment No. 5 to A&R RLSA)
| THE CONDUIT LENDER: | AUTOBAHN
FUNDING COMPANY LLC, as a Lender | ||
| By: | /s/ Christian Haesslein | ||
| Name: | Christian Haesslein | ||
| Title: | Director | ||
| By: | /s/ Eva Geng | ||
| Name: | Eva Geng | ||
| Title: | Vice President | ||
| Commitment: $100,000,000 | |||
| THE INITIAL LC ISSUER: | AUTOBAHN
FUNDING COMPANY LLC, as the initial LC Issuer | ||
| By: | /s/ Christian Haesslein | ||
| Name: | Christian Haesslein | ||
| Title: | Director | ||
| By: | /s/ Eva Geng | ||
| Name: | Eva Geng | ||
| Title: | Vice President | ||
(Signature Page for Amendment No. 5 to A&R RLSA)