DEBT | Note 5. DEBT Notes payable, related party notes payable and finance lease obligations consist of the following: March 31, December 31, 2023 2022 Revolving loan to Webster Bank (“Webster”) $ 13,220,000 $ 13,352,000 Term loan, Webster 5,933,000 5,396,000 Finance lease obligations 308,000 328,000 Loans Payable - financed assets 29,000 30,000 Related party notes payable 6,162,000 6,162,000 Subtotal 25,652,000 25,268,000 Less: Current portion (14,450,000 ) (14,477,000 ) Long Term Portion $ 11,202,000 $ 10,791,000 Webster Bank (“Webster”) The Company has a loan facility (“Webster Facility”) with Webster Bank that expires on December 30, 2025. The Webster Facility, which was first entered into on December 31, 2019, was amended several times, and now provides for a $20,000,000 revolving loan (“Revolving Line of Credit”) and a $5,000,000 term loan (“Term Loan”) and a $2,000,000 Equipment Line of Credit, which as it is drawn upon is added to the balance of the Term Loan. On December 15, 2022, the Company made a draw against the capital expenditure line of credit in the amount of $877,913. The principal payments are $10,451 per month commencing in February 2023 with a balloon payment due on December 30, 2025. On January 4, 2023, the Company made an additional draw against the capital expenditure line of credit in the amount of $739,500. The principal payments are $8,804 per month commencing in March 2023 with a balloon payment due on December 30, 2025. As of March 31, 2023, there is currently $13,220,000 outstanding under the Webster Revolving Loan and $5,933,000 under the Webster term loan, inclusive of amounts drawn under the Equipment Line of Credit. Additionally, there is $382,000 remaining available under the equipment line of credit. The below table shows the timing of payments due under the Term Loan: For the year ending Amount December 31, 2023 (remainder of the year) $ 904,000 December 31, 2024 945,000 December 31, 2025 4,144,000 Webster Term Loan payable 5,993,000 Less: debt issuance costs (60,000 ) Total Webster Term Loan payable, net of debt issuance costs 5,933,000 Less: Current portion of Webster Term Loan payable (1,141,000 ) Total long-term portion of Webster Term Loan payable $ 4,792,000 As of December 31, 2022, our debt to Webster in the amount of $18,748,000 consisted of the Webster Revolving Loan in the amount of $13,352,000 and the Webster term loan in the amount of $5,396,000 which included $878,000 of what was drawn on the equipment line of credit. Interest expense related to the Webster Facility amounted to approximately $332,000 and $155,000 for the three months ended March 31, 2023 and 2022, respectively. The below summarizes historical amendments to the facility and various terms: For so long as the Webster term loan remains outstanding, if Excess Cash Flow (as defined) is a positive number for any fiscal year the Company shall pay to Webster an amount equal to the lesser of (i) twenty-five percent (25%) of the Excess Cash Flow for such fiscal year and (ii) the outstanding principal balance of the term loan. Such payment shall be made to Webster and applied to the outstanding principal balance of the term loan, on or prior to the April 15 immediately following such fiscal year. The Company made Excess Cash Flow payments of $854,000 in April 2022 (for fiscal year ended December 31, 2021). As required, the Company provided the calculation for the Excess Cash Flow payment of $195,000 for fiscal year ended December 31, 2022 to Webster prior to the April 15, 2023 deadline for such payment and authorized such payment to be made from the Revolving Loan. On June 13, 2023, Webster applied this payment to the term loan. On May 17, 2022, the Company entered into the Fourth Amendment to the Webster Facility (“Fourth Amendment”). The purpose of the amendment was to increase the Term Loan to $5,000,000, generating proceeds of $1,945,000, reduce the monthly principal installments to be made in respect to the term loan, and establish a capital expenditure line of credit in the amount of $2,000,000 which the Company can draw upon from time to time to finance purchases of machinery and equipment, thereby increasing the amount of capital expenditures that the Company may make each year. The principal payments are $59,524 per month commencing in June 2022 with a balloon payment due on December 30, 2025. In connection with these changes, the Company paid an amendment fee of $20,000. Under the terms of the Webster Facility, both the Webster revolving line of credit and the Webster term loan will bear an interest rate equal to the greater of (i) 3.50% and (ii) a rate per annum equal to the rate per annum published from time to time in the “Money Rates” table of the Wall Street Journal (or such other presentation within The Wall Street Journal as may be adopted hereafter for such information) as the base or prime rate for corporate loans at the nation’s largest commercial bank, less sixty-five hundredths (-0.65%) of one percent per annum. The average interest rate charged was 7.04% and 3.50% for the three months ended March 31, 2023 and 2022, respectively. Amendment fees paid in connection with the Webster Facility are included in Deferred Financing Costs, Net, Deposits and Other Assets, in the accompanying Condensed Consolidated Balance Sheets and are amortized over the term of the loan. In connection with the Webster Facility, the Company is required to maintain a defined Fixed Charge Coverage Ratio of 1.25 to 1.00 at the end of each Fiscal Quarter. The Webster Facility limits the amount of Capital Expenditures and dividends the Company can pay to its stockholders. Substantially all of the Company’s assets are pledged as collateral under the Webster Facility. As of March 31, 2023, the Company was not in compliance with one of its financial covenants. On August 4, 2023, the Company entered into the Fifth Amendment to the Webster Facility (“Fifth Amendment”). The purpose of the amendment was to waive the default caused by the failure to achieve the required Fixed Coverage Charge Ratio for the Fiscal Quarter ended March 31, 2023 and decrease the required Fixed Coverage Charge Ratio to 0.95 to 1.00 for the Fiscal Quarters ending June 30, 2023 and September 30, 2023. Additionally, the Fifth Amendment increased the amount of purchase money secured Debt (including Capital Leases) the Company is allowed to have outstanding at any time to $2,000,000. In connection with these changes, the Company paid an amendment fee of $10,000. Finance Lease Obligations The Company entered into a finance lease in November of 2022 for the purchase of new manufacturing equipment. The obligation for the finance lease totaled $308,000 and $328,000 as of March 31, 2023 and December 31, 2022, respectively. The lease has an imputed interest rate of 7.48% per annum and is payable monthly with the final payment due in September of 2026. Three Months Ended March 31, March 31, 2023 2022 Finance Lease cost: Amortization of ROU assets $ 19,000 $ - Interest on lease liabilities 6,000 - Total lease Costs $ 25,000 $ - Other Information: Cash Paid for amounts included in the measurement lease liabilities: Financing cash flow from finance lease obligations $ 20,000 $ 9,000 Supplemental disclosure of non-cash activity Acquisition of finance lease asset $ - $ - March 31, December 31, 2023 2022 Weighted Average Remaining Lease Term - in years 3.8 4 Weighted Average Discount rate - % 7.48 % 7.48 % As of March 31, 2023, the aggregate future minimum finance lease payments, including imputed interest are as follows: For the year ending Amount December 31, 2023 (remainder of the year) $ 75,000 December 31, 2024 100,000 December 31, 2025 100,000 December 31, 2026 76,000 Total future minimum finance lease payments 351,000 Less: imputed interest (43,000 ) Less: Current portion (80,000 ) Long-term portion $ 228,000 Loan Payable – Financed Asset The Company financed the purchase of a delivery vehicle in July 2020. The loan obligation totaled $28,000 and $30,000 as of March 31, 2023 and December 31, 2022, respectively. The loan bears no interest and a final payment is due and payable for all unpaid principal on July 20, 2026. The future minimum loan payments, are as follows: For the year ending Amount December 31, 2023 (remainder of the year) $ 8,000 December 31, 2024 9,000 December 31, 2025 9,000 December 31, 2026 3,000 Loans Payable - financed assets 29,000 Less: Current portion (9,000 ) Long-term portion $ 20,000 Related Party Notes Payable Taglich Brothers, Inc. is a corporation co-founded by two directors of the Company, Michael and Robert Taglich. Taglich Brothers, Inc. has acted as placement agent for various debt and equity financing transactions and has received cash and equity compensation for their services. From 2016 through 2020, the Company entered into various subordinated notes payable and convertible subordinated notes payable with Michael and Robert Taglich. These notes resulted in proceeds to the Company totaling $6,550,000. In connection with these notes, Michael and Robert were issued a total of 355,082 shares of common stock and Taglich Brothers Inc. was issued promissory notes totaling $554,000 for placement agency fees. At December 31, 2020, related party notes payable totaled $6,012,000 and accrued interest totaled $400,000. On January 1, 2021, the related party subordinated notes due to Michael and Robert Taglich and Taglich Brothers, Inc., were amended to include all accrued interest through December 31, 2020 in the principal balance of the notes. Per the terms of the Webster Facility, these notes remain subordinate to the Webster Facility the outstanding principal amount and any accrued but unpaid interest due on July 1, 2026. Approximately $2,732,000 of the related party convertible subordinated notes can be converted at the option of the holder into Common Stock of the Company at $15.00 per share and bears interest at a rate of 6% per annum, while the remaining $2,080,000 of the related party convertible subordinated notes can be converted at the option of the holder into common stock of the Company at $9.30 per share and bears interest rate of 7% per annum. The subordinated notes which are not convertible bear interest at the rate of 12% per annum. There are no periodic principal payments due on the subordinated notes payable and convertible subordinated notes payable. Under the terms of the Third Amendment to the Webster Facility, the Company is now allowed, subject to certain limitations, to make principal payments of $250,000 per quarter of this subordinated debt. For the three months ended March 31, 2023 and 2022, no principal payments have been made on these notes. The note holders and the principal balance of the notes of March 31, 2023 and December 31, 2022 are shown below: Michael Taglich, Robert Taglich, Taglich Chairman Director Brothers, Inc. Total Convertible Subordinated Notes $ 2,666,000 $ 1,905,000 $ 241,000 $ 4,812,000 Subordinated Notes 1,000,000 350,000 - 1,350,000 Total $ 3,666,000 $ 2,255,000 $ 241,000 $ 6,162,000 Interest expense for the three months ended March 31, 2023 and 2022 on all related party notes payable was $118,000 and $125,000, respectively. |