NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS | 9 Months Ended |
Sep. 30, 2013 |
Notes Payable And Capital Lease Obligations | ' |
Note 7. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS | ' |
Notes payable and capital lease obligations consist of the following: |
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| | September 30, | | | December 31, | |
| | 2013 | | | 2012 | |
| | (Unaudited) | | | | |
Revolving credit note payable to PNC Bank N.A. ("PNC") and | | | | | | |
secured by substantially all assets | | $ | 16,831,000 | | | $ | 15,667,000 | |
Term loan, PNC | | | 2,398,000 | | | | 3,748,000 | |
Capital lease obligations | | | 1,161,000 | | | | 2,060,000 | |
Notes payable to sellers of WMI | | | 897,000 | | | | 1,376,000 | |
Junior subordinated notes | | | 1,000,000 | | | | 1,000,000 | |
Subtotal | | | 22,287,000 | | | | 23,851,000 | |
Less: Current portion of notes and capital obligations | | | (19,626,000 | ) | | | (19,211,000 | ) |
Notes payable and capital lease obligations, net of current portion | | $ | 2,661,000 | | | $ | 4,640,000 | |
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PNC Bank N.A. ("PNC") |
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On June 27, 2013, the Company entered into an Amended and Restated Revolving Credit, Term Loan, and Security Agreement with PNC (the “Loan Facility”), secured by substantially all of its assets. The Company paid an amendment fee of $10,000. The Loan Facility now provides for maximum borrowings of $20,847,604 consisting of the following: |
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(i) | a $18,000,000 revolving credit note (includes inventory sub-limit of $12,500,000); and | | | | | | | |
(ii) | a $2,847,604 term loan. | | | | | | | |
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The assets acquired from Decimal are now part of the collateral securing amounts due under the Loan Facility. |
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Under the terms of the Loan Facility the revolving credit note now bears interest at (a) the sum of the Alternate Base Rate plus three quarters of one percent (0.75%) with respect to Domestic Rate Loans and (b) the greater of the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect of Eurodollar Rate Loans. Prior to the amendment the revolving credit note bore interest at (a) the sum of PNC's base commercial lending rate as published from time to time ("PNC Rate") plus 2.00% and (b) the greater of the sum of the Eurodollar rate plus 3.5%. The revolving credit note had an interest rate of 4.0 % and 5.50% per annum at September 30, 2013 and December 31, 2012, respectively, and an outstanding balance of $16,381,000 and $15,667,000, respectively. The maturity date of the revolving credit note is November 30, 2016. |
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Each day, the Company's cash collections are swept directly by the bank to reduce the balance owed under the revolving credit note and the Company then borrows according to a borrowing base. As such, the Company generally has no cash on hand. Because the revolving credit note contains a subjective acceleration clause which could permit PNC to require repayment prior to maturity, the balance owed under the revolving credit note is classified with the current portion of notes and capital lease obligations. |
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Under the terms of the Loan Facility, the maturity date of the term loan is the first business day (as defined) of January 2015. The term loan now bears interest equal to (a) the sum of the Alternate Base Rate plus one and three quarters of one percent (1.75%) with respect to Domestic Rate Loans or (b) the sum of the Eurodollar Rate plus three and one half of one percent (3.50%) with respect to Eurodollar Rate Loans. Prior to the amendment the term loan bore interest, at the option of the Company equal to (a) the greater of (i) the sum of the PNC Rate plus 6.5% and (ii) 11.5%, with respect to Domestic Rate Loans or (b) the greater of (i) the sum of the Eurodollar Rate plus 8.5% and (ii) 10.5%, with respect to Eurodollar Rate Loans. Repayment under the term loan shall consist of 19 consecutive monthly principal installments, the first 18 of which will be in the amount of $150,000 commencing on the first business day of July 2013, with the 19th and final payment of any unpaid balance of principal and interest payable on the first business day of January 2015. Additionally, upon a request from PNC no later than the last day of any applicable fiscal quarter, there is a prepayment equal to 50% of Excess Cash Flow (as defined) for each fiscal quarter commencing with the fiscal quarter ended June 30, 2013 (formerly September 30, 2012), payable upon the delivery of the financial statements for such fiscal period to PNC, but no later than 45 days after the end of the fiscal quarter. PNC did not make such a request for the quarter ended September 30, 2013, At September 30, 2013 and December 31, 2012, the balance due under the term loan was $2,398,000 and $3,748,000, respectively. |
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To the extent that the Company disposes of collateral used to secure the Loan Facility, other than inventory, the Company must promptly repay the draws on the credit facility in an amount equal to the net proceeds of such sale. |
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The terms of the Loan Facility require that, among other things, the Company maintain a specified Fixed Charge Coverage Ratio. In addition, the Company is limited in the amount of Capital Expenditures it can make. The Company is also limited to the amount of Dividends it can pay its shareholders as defined in the Loan Facility. As of both September 30, 2013 and December 31, 2012, the Company was in compliance with all terms of the Loan Facility. |
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The Company's receivables are payable directly into a lockbox controlled by PNC (subject to the terms of the Loan Facility). PNC may use some elements of subjective business judgment in determining whether a material adverse change has occurred in the Company's condition, results of operations, assets, business, properties or prospects allowing it to demand repayment of the Loan Facility. |
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As of September 30, 2013 the future minimum principal payments for the term loan are as follows: |
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For the twelve months ending | | Amount | | | | | |
30-Sep-14 | | $ | 1,800,000 | | | | | |
30-Sep-15 | | | 598,000 | | | | | |
PNC Term Loan Payable | | | 2,398,000 | | | | | |
Less: Current portion | | | (1,800,000 | ) | | | | |
Long-term portion | | $ | 598,000 | | | | | |
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Interest expense related to the Loan Facilities amounted to approximately $197,000 and $314,000 for the three months ended September 30, 2013 and 2012, respectively, and $737,000 and $723,000 for the nine months ended September 30, 2013 and 2012, respectively. |
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On July16, 2012, the Company entered into the 18th amendment to its Loan Facility with PNC. This amendment allowed for the repayment of $115,000 of its Junior Subordinated Notes (see discussion below). |
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Capital Leases Payable – Equipment |
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The Company is committed under several capital leases for manufacturing and computer equipment. All leases have bargain purchase options exercisable at the termination of each lease. Capital lease obligations totaled $1,161,000 and $2,060,000 as of September 30, 2013 and December 31, 2012, respectively, with various interest rates ranging from 7.0% to 9.5%. |
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As of September 30, 2013, the aggregate future minimum lease payments, including imputed interest, with remaining terms of greater than one year are as follows: |
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For the twelve months ending | | Amount | | | | | |
30-Sep-14 | | $ | 397,000 | | | | | |
30-Sep-15 | | | 397,000 | | | | | |
30-Sep-16 | | | 345,000 | | | | | |
30-Sep-17 | | | 189,000 | | | | | |
Total future minimum lease payments | | | 1,328,000 | | | | | |
Less: imputed interest | | | (167,000 | ) | | | | |
Less: current portion | | | (316,000 | ) | | | | |
Total Long Term Portion | | $ | 845,000 | | | | | |
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On July 1, 2013, the Company satisfied approximately $454,000 of capital leases that had maturities of less than one year remaining. As a result of this satisfaction PNC now has the first lien on the equipment that was previously leased under the capital leases. |
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Notes Payable – Sellers of WMI |
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As of September 30, 2013 and December 31, 2012, the balance owed to the sellers of WMI is: |
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| | September 30, | | | December 31, | |
| | 2013 | | | 2012 | |
| | (Unaudited) | | | | |
Former Welding Stockholders | | $ | 897,000 | | | $ | 1,376,000 | |
Less: Current Portion | | | (679,000 | ) | | | (644,000 | ) |
Total long-term portion | | $ | 218,000 | | | $ | 732,000 | |
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In connection with the acquisition of WMI on August 24, 2007, the Company incurred a note payable (“Note”) to the former stockholders of WMI. The obligation under the Note is subordinate to the Company’s indebtedness to PNC. |
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The Note and payment terms were adjusted and/or amended several times. On October 1, 2010, the Company entered into a letter agreement with the former stockholders of WMI making the new balance of the note $2,397,967. Payments on the note began on October 1, 2010. It was further agreed that payments would be made according to the following schedule: equal monthly installments of $40,000 on the first business day of each month until December 31, 2011, followed by equal monthly installments of $60,000 on the first business day of each month commencing on January 1, 2012 and continuing until the entire principal amount of the obligation is paid in full, which is estimated to be in January 2015. Interest shall accrue at the rate of 7% per annum, and each payment will first apply to interest and then to principal. At September 30, 2013 and December 31, 2012, the balance owed under the note was $897,000 and $1,376,000, respectively. |
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As of September 30, 2013, the future minimum payments for the note payable to the former stockholders of WMI are as follows: |
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For the twelve months ending | | Amount | | | | | |
30-Sep-14 | | $ | 679,000 | | | | | |
30-Sep-15 | | | 218,000 | | | | | |
Former WMI Stockholders Notes Payable | | | 897,000 | | | | | |
Less: Current portion | | | (679,000 | ) | | | | |
Long-term portion | | $ | 218,000 | | | | | |
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Interest expense related to notes payable to the former stockholders of WMI was $17,000 and $29,000 for the three months ended September 30, 2013 and 2012, respectively and $61,000 and $93,000 for the nine months ended September 30, 2013 and 2012 respectively. |
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Junior Subordinated Notes |
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In 2008 and 2009, the Company sold in a series of private placements to accredited investors $5,990,000 of principal amount in Junior Subordinated Notes. The notes bear interest at the rate of 1% per month (or 12% per annum). |
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In connection with the offering of the Company's Junior Subordinated Notes, the Company issued to Taglich Brothers, Inc. ("Taglich Brothers"), as placement agent, a Junior Subordinated Note in the principal amount of $510,000. The terms of the note issued to Taglich Brothers are identical to the notes. In connection with the amounts raised in 2009, the Company issued to Taglich Brothers a Junior Subordinated Note on the same terms as the Junior Subordinated Notes referred to above for commission of $44,500. |
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In conjunction with the Private Placement of our common stock to raise money for the NTW Acquisition, the Company solicited the holders of our Junior Subordinated Notes to convert their notes to Common Stock at a price of $6.00 per share. On June 29, 2012, the Company issued 867,461 shares of its Common Stock in exchange for approximately $5,204,000 of its Junior Subordinated Notes. On July 26, 2012, the Company repaid $115,000 of our Junior Subordinated Notes along with the accrued interest thereon of approximately $1,000. |
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The due dates of the remaining Junior Subordinated Notes were extended from November 18, 2013 to mature on November 30, 2016 and are subordinated to the Company's obligations to PNC. |
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The balance owed on the Junior Subordinated Notes at September 30, 2013 and December 31, 2012 amounted to $1,000,000. |
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Interest expense on the Junior Subordinated Notes amounted to $30,000 and $30,000 for the three months ended September 30, 2013 and 2012, respectively, and $90,000 and $409,000 for the nine months ended September 30, 2013 and 2012, respectively. |