001-32644
(Commission File Number)
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59-34862971
(I.R.S. Employer Identification No.)
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7100 Technology Drive, West Melbourne, FL
(Address of principal executive offices)
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32904
(Zip Code)
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Registrant’s telephone number, including area code
(321) 984-1414
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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·
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the secured credit facility’s maturity date was extended to December 30, 2015 from December 31, 2014;
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·
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the variable rate at which borrowings bear interest was changed to the prime rate when the Registrant’s “Adjusted Quick Ratio” is greater than or equal to 1.50 to 1.00, and to the prime rate plus 50 basis points when the Registrant’s “Adjusted Quick Ratio” is less than or equal to 1.50 to 1.00; and
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·
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the Company’s minimum “tangible net worth” requirement was reset to $26.5 million, such minimum requirement continuing to be subject to increase by (i) 50% of quarterly net profits and (ii) 75% of the net proceeds received from issuances of equity and issuances of “subordinated debt”.
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Fourth Amendment to Loan and Security Agreement dated as of January 28, 2015 by and among Silicon Valley Bank, RELM Wireless Corporation and RELM Communications, Inc.
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RELM WIRELESS CORPORATION | |||
Date: January 28, 2015
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By:
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/s/ William P. Kelly | |
William P. Kelly | |||
Executive Vice President and Chief Financial Officer | |||
Exhibit No.
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Description of Exhibit
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Fourth Amendment to Loan and Security Agreement dated as of January 28, 2015 by and among Silicon Valley Bank, RELM Wireless Corporation and RELM Communications, Inc.
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BANK
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BORROWER
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Silicon Valley Bank
By:
/s/ Thomas Armstrong
Name:
Thomas Armstrong
Title:
Vice President
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Relm Wireless Corporation
By:
/s/ David P. Storey
Name:
David P. Storey
Title:
President and CEO
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Relm Communications, Inc.
By:
/s/ David P. Storey
Name:
David P. Storey
Title:
President and CEO
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ACCOUNTS RECEIVABLE
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|
1.
Accounts Receivable (invoiced) Book Value as of ____________________
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$_______________
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2.
Additions (Please explain on next page)
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$_______________
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3.
NET TRADE ACCOUNTS RECEIVABLE
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$_______________
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ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
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|
4.
90 Days Past Invoice Date
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$_______________
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5.
Credit Balances over 90 Days
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$_______________
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6.
Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)
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$_______________
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7.
Foreign Account Debtor Accounts
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$_______________
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8.
Foreign Invoiced and/or Collected Accounts
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$_______________
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9.
Contra / Customer Deposit Accounts
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$_______________
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10.
Intercompany/Employee Accounts
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$_______________
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11.
U.S. Government Accounts in excess of $2,000,000 (w/o AOC)
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$_______________
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12.
Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts
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$_______________
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13.
Accounts with Memo or Pre-Billings
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$_______________
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14.
Contract Accounts; Accounts with Progress / Milestone Billings
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$_______________
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15.
Accounts for Retainage Billings
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$_______________
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16.
Trust / Bonded Accounts
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$_______________
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17.
Bill and Hold Accounts
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$_______________
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18.
Unbilled Accounts
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$_______________
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19.
Non-Trade Accounts (If not already deducted above)
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$_______________
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20.
Accounts with Extended Term Invoices (Net 90+)
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$_______________
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21.
Chargebacks Accounts / Debit Memos
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$_______________
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22.
Product Returns / Exchanges
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$_______________
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23.
Disputed Accounts; Insolvent Account Debtor Accounts
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$_______________
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24.
Deferred Revenue, if applicable / Other (Please explain on next page)
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$_______________
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25.
Concentration Limits
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$_______________
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26.
TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
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$_______________
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27.
Eligible Accounts (#3 minus #26)
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$_______________
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28.
ELIGIBLE AMOUNT OF ACCOUNTS (85% of #27)
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$_______________
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INVENTORY
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29.
Eligible Inventory Value as of ____________________
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$_______________
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30.
ELIGIBLE AMOUNT OF INVENTORY (20% of #29, but not to exceed the lesser of $1,000,000 or 20% of the sum of (i) the outstanding principal amount of any Advances and (ii) unrestricted cash maintained by either Borrower at Bank)
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$_______________
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BALANCES
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31.
Maximum Loan Amount
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$5,000,000
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32.
Total Funds Available [Lesser of #31 or (#28 plus #30)]
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$_______________
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33.
Present balance owing on Line of Credit
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$_______________
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34.
RESERVE POSITION (#32 minus #33)
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$_______________
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COMMENTS:
By: ___________________________
Authorized Signer
Date: __________________________
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BANK USE ONLY
Received by: _____________________
authorized signer
Date: __________________________
Verified: ________________________
authorized signer
Date: ___________________________
Compliance Status: Yes No
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Financial Covenants
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Required
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Actual
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Complies
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Maintain on a Quarterly Basis:
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|||
Minimum Adjusted Quick Ratio
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1.25:1.00
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_____:1.00
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Yes No
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Minimum Tangible Net Worth
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$_______*
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$_______
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Yes No
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Performance Pricing
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Applies
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AQR ≥ 1.50:1.00
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Prime
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Yes No
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AQR < 1.50:1.00
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Prime + 0.50%
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Yes No
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Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate.
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Yes
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No
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Relm Wireless Corporation
By:
Name:
Title:
Relm Communications, Inc.
By:
Name:
Title:
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BANK USE ONLY
Received by: _____________________
authorized signer
Date: _________________________
Verified: ________________________
authorized signer
Date: _________________________
Compliance Status: Yes No
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A. |
Aggregate value of the unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries
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$ | ||||
B. |
Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries
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$ | ||||
C. |
Aggregate value of the Investments with maturities of fewer than 12 months
of Borrower and it Subsidiaries
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$ | ||||
D. |
Quick Assets (the sum of lines A through C)
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$ | ||||
E. |
Aggregate value of Obligations to Bank
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$ | ||||
F. |
Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line E above that matures within one (1) year
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$ | ||||
G. |
Current Liabilities (the sum of lines E and F)
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$ | ||||
H. |
Aggregate value of all amounts received or invoiced by Borrower in advance
of performance under contracts and not yet recognized as revenue
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$ | ||||
I. |
Line G minus line H
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$ | ||||
J. |
Adjusted Quick Ratio (line D divided by line I)
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____
:1.00
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1. |
Base minimum Tangible Net Worth
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$ | 26,500,000 | |||
2. |
Net Income from October 1, 2014 through the end of the last fiscal quarter
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$ | ||||
3. |
50% of line 2
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$ | ||||
4. |
Proceeds from the sale or issuance of Borrower’s equity securities and Subordinated Debt from October 1, 2014 through the end of the last fiscal quarter
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$ | ||||
5. |
75% of line 4
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$ | ||||
6. |
Required minimum Tangible Net Worth (line 1 plus line 3 plus line 5)
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$ |
A. |
Shareholders equity, as reflected on Borrower’s consolidated balance sheet
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$ | ||||
B. |
Aggregate value of goodwill of Borrower and its Subsidiaries
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$ | ||||
C. |
Non-cash related accounting adjustments to deferred tax
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$ | ||||
D. |
Tangible Net Worth (line A minus line B minus line C)
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$ |