DEBT | Note 5. DEBT Total debt outstanding as of March 31, 2024 is $23,936,000 and was $23,310,000 at December 31, 2023. Indebtedness to third parties consists of the following: March 31, December 31, 2024 2023 Current Credit Facility - Revolver $ 11,305,000 $ 10,804,000 Current Credit Facility - Term Loan 4,814,000 5,045,000 Solar Credit Facility 792,000 393,000 Finance lease obligations 843,000 884,000 Loans Payable - financed assets 20,000 22,000 Subtotal 17,774,000 17,148,000 Less: Current portion (16,309,000 ) (16,036,000 ) Long-Term Portion $ 1,465,000 $ 1,112,000 Current Credit Facility The Company has a credit facility (“Current Credit Facility”) with Webster Bank that expires on December 30, 2025. This facility, which was entered into on December 31, 2019, was amended several times, and now provides for a $20,000,000 revolving loan (“Revolving Line of Credit”), a $5,000,000 term loan (“Term Loan”) and a $2,000,000 capital expenditure line of credit, which as it is drawn upon is added to the balance of the Term Loan. The loan is secured by a lien on substantially all of the assets of the Company. 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 of $512,000 required 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 of $440,000 required on December 30, 2025. As of March 31, 2024, there is $11,305,000 outstanding under the Revolving Line of Credit and $4,814,000 under the Term Loan, inclusive of amounts drawn under the Equipment Line of Credit. Additionally, there was $383,000 remaining available under the Equipment Line of Credit. As discussed in Note 1, the Company was not in compliance with a required covenant as of March 31, 2024. There is no assurance that the Company will be able obtain a waiver of its failure to meet this covenant or will be able to meet its financial covenants in one of the upcoming fiscal quarters over the next twelve months, therefore, in accordance with the guidance in ASC 470-10-45, related to the classification of callable debt, the entire term loan has been classified as short term as of March 31, 2024. The below table shows the timing of payments due under the Term Loan: For the year ending Amount December 31, 2024 (remainder of year) $ 709,000 December 31, 2025 4,143,000 Term Loan payable 4,852,000 Less: debt issuance costs (38,000 ) Total Term Loan payable, net of debt issuance costs 4,814,000 Less: Current portion of Term Loan payable (4,814,000 ) Total long-term portion of Term Loan payable $ - Interest expense related to the Current Credit Facility amounted to approximately $321,000 and $332,000 for the three months ended March 31, 2024 and 2023, respectively. Interest expense includes the amortization of deferred finance costs of $17,000 and $17,000 for the three months ending March 31, 2024 and 2023, respectively. The below summarizes various terms of the Current Credit Facility (all of which are described in full in various SEC filings): ● The Company is required to maintain a defined Fixed Charge Coverage Ratio at the end of each Fiscal Quarter on a rolling basis. As of March 31, 2024, the Company achieved a Fixed Charge Coverage Ratio of 0.86 as compared to the 1.10x required, for the six months cumulative period ending March 31, 2024. ● For so long as the Term Loan remains outstanding, if Excess Cash Flow (as defined) is a positive number for any fiscal year the Company shall pay 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 applied to the outstanding principal balance of the Term Loan, on or prior to the April 15 immediately following such fiscal year. For the fiscal year ended December 31, 2023, based on the calculation there was no Excess Cash Flow payment required. ● Both the Revolving Line of Credit and the 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 7.85% and 7.04% for the three months ended March 31, 2024 and 2023, respectively. ● The Current Credit 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. The below summarizes certain historical amendments to the Current Credit Facility ● On August 4, 2023, the Company entered into a Fifth Amendment that waived a default caused by the failure by the Company to meet the required Fixed Charge Coverage Ratio for the fiscal quarter ended March 31, 2023. Additionally, the amendment provided for a revised Fixed Charge Ratio for the fiscal quarters ending June 30, 2023, and September 30, 2023, and increased the amount of purchase money secured debt (such as finance leases) the Company is allowed to have outstanding at any time to $2,000,000. In connection with this amendment, the Company paid an amendment fee of $10,000. ● On November 20, 2023, the Company entered into a Sixth Amendment that waived defaults caused by our failure to achieve the required Fixed Charge Coverage Ratio of the Fifth Amendment and because we purchased capital expenditures (as defined) in excess of permitted amounts. This amendment further revised the Fixed Charge Coverage Ratio by requiring it to be calculated on a rolling period basis and not be less than, (a) 1.10x (as calculated on a six-months basis) for the fiscal quarter ending March 31, 2024 (b) 1.20x (as calculated on a nine-months basis) for the fiscal quarter ending June 30, 2024, and (iv) 1.25 (as calculated on a twelve-months basis) for all other fiscal quarters. This amendment also increased the Capital Expenditure limit to $2,500,000 in any fiscal year. In connection with these changes, the Company paid an amendment of $20,000. All amendment fees paid in connection with the Current Credit Facility that are for a future benefit of the Company are included in Deferred Financing Costs, Net, Deposits and Other Assets, in the accompanying consolidated balance sheets and are amortized over the term of the loan. As of March 31, 2024, subject to having the requisite collateral and the discretion of the lender, the Company has borrowing capacity of approximately $9,078,000 under the Revolving Loan (including $383,000 pursuant to the Capital Expenditure Line). Solar Credit Facility On August 16, 2023, the Company entered into a financing agreement (“Solar Credit Facility”) with Green Bank, a quasi-public agency of the State of Connecticut, for the installation of solar energy systems including replacing the existing roof (“Project”) at its Sterling facility. Advances are made by Green Bank upon its approval of costs incurred on the Project up to $934,553. As of March 31, 2024, cumulative advances totaling $792,157 had been made including the payment of Green Bank’s closing costs of $25,233. Interest accrues at the rate of 5% on advances and is capitalized and added to the outstanding principal of the loan. Upon project completion, the cumulative total of the advances and capitalized interest will convert to a 20-year level payment term loan with interest accruing at the rate of 5.75%. Semi-annual payments are projected to be approximately $41,000 inclusive of interest over the 20-year term. Interest expense related to the Solar Credit Facility amounted to approximately $7,000 and $0 for the three months ended March 31, 2024 and 2023, respectively. Finance Lease Obligations The Company has entered into finance leases for the purchase of additional manufacturing equipment. The obligations for the finance leases totaled $843,000 and $884,000 as of March 31, 2024 and December 31, 2023, respectively. The leases have an average imputed interest rate of 7.31% per annum and are payable monthly with the final payments due between September of 2026 and May of 2030. Three Months Ended March 31, March 31, 2024 2023 Finance Lease cost: Amortization of ROU assets $ 38,000 $ 13,000 Interest on lease liabilities 16,000 6,000 Total lease Costs $ 54,000 $ 19,000 Other Information: Cash Paid for amounts included in the measurement lease liabilities: Financing cash flow from finance lease obligations $ 41,000 $ 20,000 Supplemental disclosure of non-cash activity Acquisition of finance lease asset $ - $ - March 31, December 31, 2024 2023 Weighted Average Remaining Lease Term - in years 5.3 5.4 Weighted Average Discount rate - % 7.31 % 7.31 % As of March 31, 2024, the aggregate future minimum finance lease payments For the year ending Amount December 31, 2024 (remainder of year) $ 168,000 December 31, 2025 224,000 December 31, 2026 199,000 December 31, 2027 124,000 December 31, 2028 124,000 Thereafter 176,000 Total future minimum finance lease payments 1,015,000 Less: imputed interest (172,000 ) Less: Current portion (168,000 ) Long-term portion $ 675,000 Loan Payable – Financed Asset The Company financed the purchase of a delivery vehicle in July 2020. The loan obligation totaled $20,000 and $22,000 as of March 31, 2024 and December 31, 2023, respectively. The loan bears no interest and a final payment is due and payable for all unpaid principal on July 20, 2026. Annual maturities of this loan are as follows: For the year ending Amount December 31, 2024 (remainder of year $ 7,000 December 31, 2025 9,000 December 31, 2026 4,000 Loans Payable - financed assets 20,000 Less: Current portion (9,000 ) Long-term portion $ 11,000 Related Party Indebtedness 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 (together referred to as “Related Party Notes”) with Michael and Robert Taglich which generated proceeds to the Company totaling $6,550,000. In connection with these notes, Michael and Robert were issued a total of 35,508 shares of common stock and Taglich Brothers Inc. was issued promissory notes totaling $554,000 for placement agency fees The Related Party Notes outstanding as of the notes of March 31, 2024 and December 31, 2023 consist of: 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 Of the $6,162,000, approximately $2,732,000 bears an annual rate of interest of 6%, $2,080,000 bears an annual rate of 7% and $1,350,000 bears an annual interest rate of 12%. Interest expense for the three months ended March 31, 2024 and 2023 on all related party notes payable was $118,000 and $118,000, respectively. Approximately $2,732,000 of the convertible subordinated notes can be converted at the option of the holder into Common Stock of the Company at $15.00 per share, while the remaining $2,080,000 of the convertible subordinated notes can be converted at the option of the holder into common stock of the Company at $9.30 per share. The remaining $1,350,000 is not convertible. There are no principal payments due prior to July 1, 2026. The Related Party Notes are subordinate to outstanding debt pursuant to the Current Credit Facility and mature on July 1, 2026. The Company is allowed, subject to certain limitation, to make principal payments of $250,000 to reduce the value of the outstanding Related Party Notes. For the three months ended March 31, 2024 and 2023, no principal payments have been made on these notes. |