VIRCO MFG CORPORATION: entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, disclosure of FD settlement, financial statements and supporting documents (Form 8 -K)


Article 1.01. The conclusion of an important definitive agreement.

On September 28, 2021, Virco Mfg. Corporation (the "Company") and Virco Inc., a
wholly owned subsidiary of the Company (together with the Company, the
"Borrowers"), entered into an Amended and Restated Revolving Credit and Security
Agreement (the "Credit Agreement") with PNC Bank, National Association, as
administrative agent and lender (the "Lender"). The Credit Agreement amends and
restates the Revolving Credit and Security Agreement, dated as of December 22,
2011, by and among the Lender and the Borrowers, which agreement was amended
multiple times (as so amended, the "Original Agreement").

The material terms of the Credit Agreement are substantially the same as those
of the Original Agreement, including providing the Borrowers with a secured
revolving line of credit (the "Revolving Credit Facility") of up to $65,000,000,
with seasonal adjustments to the credit limit and subject to borrowing base
limitations, and includes a sub-limit of up to $3,000,000 for the issuance of
letters of credit. The Revolving Credit Facility is an asset-based line of
credit that is subject to a borrowing base limitation and generally provides for
advances of up to 85% of eligible receivables, plus a percentage equal to the
lesser of 60% of the value of eligible inventory or 85% of the liquidation value
of eligible inventory, plus a seasonal over advance amount equal to $15,000,000
during the months of January through July of each year, minus undrawn amounts of
letters of credit and reserves. The Revolving Credit Facility is secured by
substantially all of the Borrowers' personal property and certain of the
Borrowers' real property.

The Revolving Credit Facility bears interest, at the Borrowers' option, at
either the Alternate Base Rate (as defined in the Credit Agreement) or the LIBOR
Rate (as defined in the Credit Agreement), in each case plus an applicable
margin. The applicable margin for Alternate Base Rate loans is a percentage
within a range of 1.25% to 1.75%, and the applicable margin for LIBOR Rate loans
is a percentage within a range of 2.25% to 2.75%, and may be increased at the
Lender's option by 2.0% during the continuance of an event of default. Accrued
interest with respect to principal amounts outstanding under the Credit
Agreement is payable in arrears on a monthly basis for Alternative Base Rate
loans, and at the end of the applicable interest period, but at most every three
months for LIBOR Rate loans.

Prior to the maturity date, principal amounts outstanding under the Credit
Agreement may be repaid and reborrowed at the option of the Borrowers without
premium or penalty, subject to borrowing base limitations, seasonal adjustments
and certain other conditions. The principal amount outstanding under the Credit
Agreement and any accrued and unpaid interest is due no later than March 19,
2023, and the Revolving Credit Facility is subject to an early termination fee
upon an earlier termination of the Revolving Credit Facility.

The Credit Agreement permits the Company to issue dividends or make payments
with respect to the Company's capital stock in an aggregate amount up to
$3,000,000 during any fiscal year, provided that no default shall have occurred
or is continuing or would result from any such payment, and the Company must
demonstrate pro forma compliance with a 12-month trailing fixed charge coverage
ratio of not less than 1.20:1.00 as of the fiscal quarter immediately preceding
the date of any such dividend or payment. The Credit Agreement also requires the
Company to maintain a minimum fixed charge coverage ratio, and contains numerous
other covenants that limit under certain circumstances the ability of the
Borrowers and their subsidiaries to, among other things, merge with or acquire
other entities, incur new liens, incur additional indebtedness, sell assets
outside of the ordinary course of business, enter into transactions with
affiliates, or substantially change the general nature of the business of the
Borrowers.

The description set forth above is qualified in its entirety by the Credit Agreement, a copy of which is filed as an attachment to this report and is incorporated by reference herein.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set forth above in Section 1.01 is hereby incorporated into this Section 2.03 by reference.

Article 7.01 Regulation FD Disclosure.

At October 1, 2021, the Company issued a press release announcing the conclusion of the credit agreement and the terms thereof. A copy of the press release is provided as Attachment 99.1 attached.

The information in Exhibit 99.1 will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the requirements of this section, nor will it be considered. as incorporated by reference in any filing under the Securities Act of 1933, as amended, unless expressly stated by specific reference in such filing.

————————————————– ——————————

Article 9.01. Financial statements and supporting documents.

(d) Exhibits
        Exhibit
          No.                 Description
Exhibit 10.1                    Amended and Restated Revolving Credit and Security Agreement dated
                              September 28, 2021 by and among Virco Mfg. Corporation and Virco, Inc.,
                              as borrowers, and PNC Bank, National

Association, as a lender and

                              administrative agent.
Exhibit 99.1                    Press Release dated October 1, 2021.

© Edgar online, source Previews

About Julius Southworth

Check Also

Union Home Mortgage Named Winner of Home Possible RISE Awards by Freddie Mac

The company has been recognized for the volume of mortgages granted to low-income borrowers STRONGVILLE, …

Leave a Reply

Your email address will not be published.