Item 1.01 Entry into a Material Definitive Agreement.
On October 19, 2018, CCA Industries, Inc. (the “Company”) entered into the Waiver and Amendment No. 1 to Revolving Credit, Term Loan and Security Agreement (the “Waiver and Amendment”) with PNC Bank, National Association, as administrative agent and lender, with respect to the Company’s existing Revolving Credit, Term Loan and Security Agreement, dated as of February 5, 2018 (the “Loan Agreement”). The Loan Agreement contains a covenant requiring the Company to maintain a fixed charge coverage ratio of not less than 1.10 to 1.00 as of the end of each fiscal quarter which is measured on a rolling four quarter basis. The Waiver and Amendment waived the event of default (previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2018) that arose with respect to this covenant for the period ended August 31, 2018. In addition, the Waiver and Amendment amended the Loan Agreement to reset the commencement date of the fixed charge coverage ratio covenant to begin with the fiscal quarter ending November 30, 2018. For the quarter ending November 30, 2018, the covenant will be tested only for the fiscal quarter then ending; for the quarter ending February 28, 2019, the covenant will be tested for the two fiscal quarter period then ending; and for the quarter ending May 31, 2019, the covenant will be tested for the three fiscal quarter period then ending. Thereafter, the covenant will be tested on a rolling four quarter basis.
The foregoing description of the material terms of the Waiver and Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text thereof, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety.
Item 2.02 Results of Operations and Financial Condition.
On October 22, 2018, CCA Industries, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended August 31, 2018. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 2.02, Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
See Item 2.02 “Results of Operations and Financial Condition” above.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Description
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10.1
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99.1
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