Trinity Biotech(TRIB) - 2025 Q1 - Quarterly Report

Financial Reporting Requirements - The Administrative Borrower will provide a Flash Financial Report within 45 days after the end of each fiscal quarter[465]. - Consolidated balance sheets and related financial statements must be delivered within 90 days after the fiscal year-end, including comparative figures from the previous year[467]. - A compliance certificate confirming adherence to financial covenants is required within 30 days after each month-end[468]. - The company must file an Annual Report on Form 20-F with the SEC within 120 days after the fiscal year-end[467]. - Any material change in accounting policies or financial reporting practices must be reported within 30 days[471]. - The company is required to provide cash flow forecasts and accounts payable aging reports starting January 14, 2025, every Tuesday thereafter[468]. Compliance and Notifications - The company must notify the Administrative Agent of any Default or Event of Default promptly after occurrence[469]. - Any proposed Acquisition that may result in environmental liability exceeding $250,000 must be reported prior to executing a definitive agreement[470]. - The company must notify the Administrative Agent of any product recalls or safety alerts within three business days[471]. - The company is required to maintain all rights, licenses, and permits necessary for conducting its business[476]. - The company must ensure compliance with all material laws and maintain a Health Care Compliance Program, reviewed annually[485]. Financial Covenants and Requirements - As of December 31, 2023, the minimum net revenue requirement is set at $0, increasing to $53.1 million by March 31, 2024, and reaching $60 million by June 30, 2026[501]. - The minimum net revenue for the fiscal quarter ending March 31, 2024, is set at $53.1 million, with a gradual increase in subsequent quarters[501]. - The Obligors must maintain aggregate unrestricted cash of at least $1 million from July 1, 2025, to October 31, 2025, and at least $3 million thereafter[500]. - The company is required to pay all material taxes and lawful claims to avoid any material adverse effects on its properties or assets[480]. - Each Obligor must maintain proper books of record and account, allowing inspections by the Administrative Agent upon reasonable notice[482]. Indebtedness and Financial Restrictions - The aggregate principal amount of Permitted Indebtedness on the Original Closing Date not listed on Schedule 7.13A shall not exceed $500,000[511]. - The aggregate outstanding principal amount of purchase money Indebtedness incurred after the Original Closing Date must not exceed $1,500,000[512]. - Indebtedness incurred in connection with letters of credit must not exceed $2,000,000 at any time[512]. - The total amount of intercompany liabilities to the Brazilian Subsidiary shall not exceed $1,500,000 per fiscal year plus accrued interest[511]. - The company has restrictions on making investments, with specific limits such as $1,500,000 in the Brazilian subsidiary and $1,000,000 in immaterial foreign subsidiaries per fiscal year[522]. Asset Management and Transactions - The company is permitted to make acquisitions with an aggregate cash consideration not exceeding $2,500,000 and total consideration not exceeding $5,000,000 during the agreement duration[516]. - The company will not engage in any business other than the development, acquisition, manufacture, or marketing of biosensor products and related services[517]. - The company is restricted from selling or transferring assets, with asset sales not exceeding $3,000,000 in aggregate per fiscal year unless certain conditions are met[528]. - The company will not enter into any material amendments to organizational documents without prior written consent from the administrative agent[531]. Events of Default and Guarantees - An Event of Default occurs if any Obligor fails to pay principal on Term Loans when due[546]. - A judgment exceeding $1,000,000 must remain undischarged for 45 consecutive days to constitute an Event of Default[549]. - A Change of Control is classified as an Event of Default[550]. - The Guarantee obligates Guarantors to ensure prompt payment of Guaranteed Obligations when due[558]. - The obligations of the Guarantors are irrevocable, continuing, absolute, and unconditional, ensuring joint and several liability under all circumstances[559]. Administrative Agent Responsibilities - The Administrative Agent is appointed to act on behalf of the Lenders, with no third-party beneficiary rights for Borrowers[576]. - The Administrative Agent has the same rights and powers as any other Lender, allowing for engagement in business with Borrowers without duty to account[577]. - The Administrative Agent has no fiduciary duties and is only responsible for administrative tasks as outlined in the Loan Documents[578]. - The Administrative Agent may rely on documents believed to be genuine and will not incur liability for such reliance[582]. - The Administrative Agent can delegate its duties to sub-agents and will not be responsible for their negligence unless gross negligence in selection is proven[584]. Legal and Jurisdictional Provisions - This Agreement is governed by the laws of the State of New York, applicable to contracts executed and performed within that state[620]. - Each Obligor irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York or the United States District Court for the Southern District of New York for any suit or action related to this Agreement[621]. - Each Obligor waives any objection to the laying of the venue of any suit in the courts permitted by the agreement and acknowledges that a final judgment in such suits shall be conclusive[622]. - Each party irrevocably waives the right to trial by jury in any suit or proceeding related to this Agreement[624]. - The relationship between the Lenders and Obligors is solely that of creditors and debtors, with no fiduciary relationship created[628]. Confidentiality and Information Requirements - The Lenders are required to obtain and verify information identifying the Obligors as per the USA PATRIOT Act[629]. - The Lenders agree to maintain the confidentiality of information received from Obligors, with specific exceptions outlined[631]. Borrower Obligations and Liabilities - Each Borrower accepts joint and several liability for all Obligations, ensuring mutual benefit and financial accommodations from the Administrative Agent and Lenders[645]. - The Obligations are full recourse obligations enforceable against each Borrower to the full extent of their properties and assets, regardless of any other circumstances[648]. - Each Borrower waives notice of acceptance of joint and several liability and any demands or notices related to the Obligations, including defaults[649]. - The provisions of this agreement remain effective until all Obligations are paid in full, and any rescinded payments will reinstate the provisions[652]. - Each Borrower reaffirms its obligations under the Fourth A&R Credit Agreement and all related Loan Documents, confirming the security interests continue to secure the Obligations[657].