NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS | Notes payable and capital lease obligations consist of the following: June 30, December 31, 2015 2014 (unaudited) Revolving credit note payable to PNC Bank N.A. ("PNC") $ 23,000,000 $ 17,672,000 Term loans, PNC 10,960,000 8,363,000 Capital lease obligations 3,484,000 1,645,000 Notes payable to sellers of WMI - 41,000 Subtotal 37,444,000 27,721,000 Less: Current portion of notes and capital lease obligations (34,676,000 ) (19,508,000 ) Notes payable and capital lease obligations, net of current portion $ 2,768,000 $ 8,213,000 PNC Bank N.A. ("PNC") The Company has a credit facility with PNC (the "Loan Facility") secured by substantially all of its assets. The Loan Facility has been amended many times during its term. The Company entered into the latest amendment to the Loan Facility in March 2015 and paid an amendment fee of $25,000. The Loan Facility now provides for maximum borrowings of approximately $34,000,000 consisting of the following at June 30, 2015: (i) a $23,000,000 revolving loan (includes inventory sub-limit of $15,000,000) and (ii) Four term loans (Term Loan A, Term Loan B, Term Loan C and Term Loan D). 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 sum of the Eurodollar Rate plus two and one half of one percent (2.50%) with respect to LIBOR Rate Loans. Prior to the amendment the revolving credit note bore interest at the sum of the Alternate Base Rate plus three quarters of one percent (0.75%) with respect to Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar Rate Loans. The revolving credit note had an interest rate of 4.00% per annum at June 30, 2015 and December 31, 2014, and an outstanding balance of $23,000,000 and $17,672,000, respectively. The maturity date of the revolving credit note is November 30, 2016. Each day, the Company's cash collections are swept directly by the bank to reduce the revolving loans and we then borrow according to a borrowing base. Because the revolving loans contain a subjective acceleration clause which could permit PNC to require repayment prior to maturity, the loans are classified with the current portion of notes and capital lease obligations. The repayment terms of Term Loan A were amended in 2014. On April 1, 2014, the Company borrowed an additional $1,328,000 to partially fund the acquisition of Woodbine. The repayment terms of Term Loan A now consists of thirty-two consecutive monthly principal installments, the first thirty-one of which shall be in the amount of $31,859 commencing on the first business day of May 2014, and continuing on the first business day of each month thereafter, with a thirty-second and final payment of any unpaid balance of principal and interest on the last business day of November 2016. Term Loans A and B bear interest at (a) the sum of the Alternate Base Rate plus one and three quarters of one percent (1.75%) with respect to Domestic Rate Loans and (b) the sum of the LIBOR Rate plus three percent (3.00%) with respect to LIBOR Rate Loans. At June 30, 2015 and December 31, 2014, the balance due under Term Loan A was $2,230,000 and $2,421,000, respectively. On October 1, 2014, the Company borrowed $3,500,000 under Term Loan B for the acquisition of AMK. The repayment of Term Loan B consists of sixty consecutive monthly principal installments, the first fifty-nine of which shall be in the amount of $58,333 commencing on the first business day of December 2014, and continuing on the first business day of each month thereafter, with a sixtieth and final payment of any unpaid balance of principal and interest on the last business day of November 2019. At June 30, 2015 and December 31, 2014, the balance due under Term Loan B was $3,092,000 and $3,442,000, respectively. On December 31, 2014, the Company borrowed $2,500,000 under Term Loan C to refinance the Seller Note and Mortgage of $2,500,000 issued as part of the acquisition of AMK. The maturity date of Term Loan C is the first business day of January 2021, and it is to be paid in seventy two consecutive monthly principal installments, which commenced on the first business day of February 2015, and continue on the first business day of each month thereafter. The first seventy-one of the installments shall be in the amount of $34,722 with a seventy second and final payment of any unpaid principal and interest on the first business day of January 2021. Term Loan C bears interest at (a) the sum of the Alternate Base Rate plus two percent (2.00%) with respect to Domestic Rate Loans and (b) the sum of the LIBOR Rate plus three and one-quarter percent (3.25%) with respect to LIBOR Rate Loans. At June 30, 2015 and December 31, 2014, the balance due under Term Loan C was $2,326,000 and $2,500,000, respectively. On March 9, 2015, the Company borrowed $3,500,000 under Term Loan D for the acquisition of Sterling. The repayment of Term Loan D consists of twenty consecutive monthly principal installments, the first nineteen of which shall be in the amount of $62,847 commencing on the first business day of April 2015, and continuing on the first business day of each month thereafter, with a twentieth and final payment of any unpaid balance of principal and interest on the last business day of November 2016. Term Loan D bears interest at (a) the sum of the Alternate Base Rate plus two and one quarter percent (2.25%) with respect to Domestic Rate Loans and (b) the sum of the LIBOR Rate plus three and one-half percent (3.50%) with respect to LIBOR Rate Loans. At June 30, 2015, the balance due under Term Loan D was $3,312,000. 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 the amount equal to the net proceeds of such sale. 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 June 30, 2015, the Company was not in compliance with the Fixed Charge Coverage Ratio covenant. On August 10, 2015, PNC granted the Company a waiver of this covenant for the six months ended June 30, 2015. Since the waiver is for a term of less than one year, all of the Company's debt outstanding with PNC has been classified as current in the accompanying condensed consolidated balance sheet. At June 30, 2015, the Company was in compliance with all other terms of the Loan Facility. As of December 31, 2014, the Company was in compliance with all terms of the Loan Facility. 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. As of June 30, 2015, the scheduled future minimum principal payments for the term loans are as follows, however as discussed above, the balance of the term loans have been classified as current: For the twelve months ending Amount June 30, 2016 $ 2,253,000 June 30, 2017 5,522,000 June 30, 2018 1,117,000 June 30, 2019 1,117,000 June 30, 2020 708,000 Thereafter 243,000 PNC Term Loans payable 10,960,000 Less: Current portion (10,960,000 ) Long-term portion $ - Interest expense related to these credit facilities amounted to approximately $375,000 and $225,000 for the three months ended June 30, 2015 and 2014, respectively, and $660,000 and $411,000 for the six months ended June 30, 2015 and 2014, respectively. Capital Leases Payable Equipment The Company is committed under several capital leases for manufacturing and computer equipment. Each lease has a bargain purchase option exercisable at the termination of the lease. Capital lease obligations totaled $3,484,000 and $1,645,000 as of June 30, 2015 and December 31, 2014, respectively, with various interest rates ranging from approximately 4% to 7%. As of June 30, 2015, the aggregate future minimum lease payments, including imputed interest, with remaining terms of greater than one year are as follows: For the twelve months ending Amount June 30, 2016 $ 891,000 June 30, 2017 891,000 June 30, 2018 891,000 June 30, 2019 762,000 June 30, 2020 502,000 Thereafter 1,000 Total future minimum lease payments 3,938,000 Less: imputed interest (454,000 ) Less: current portion (716,000 ) Total Long Term Portion $ 2,768,000 Notes Payable - Sellers In connection with the acquisition of Welding on August 24, 2007, the Company incurred a note payable (the Note) to the former stockholders of Welding. At December 31, 2014, the balance owed under the Note was $41,000. On January 5, 2015 the remaining balance of $41,000 was paid and the obligation was extinguished. Interest expense related to the Note was $0 and $9,000 for the three months ended June 30, 2015 and 2014, respectively, and $0 and $21,000 for the six months ended June 30, 2015 and 2014, respectively. Junior Subordinated Notes 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). 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. 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 its Junior Subordinated Notes along with the accrued interest thereon of approximately $1,000. 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. The Junior Subordinated Notes were satisfied in June 2014. Interest expense on the Junior Subordinated Notes amounted to $0 and $31,000 for the three months ended June 30, 2015 and 2014, respectively, and $0 and $61,000 for the three months ended June 30, 2015 and 2014, respectively. |