DEBT | Note 5. DEBT Total debt outstanding as of September 30, 2024 is $24,976,000 and was $23,310,000 at December 31, 2023. Current credit facilities and finance lease obligations consist of the following: September 30, December 31, 2024 2023 Current Credit Facility - Revolver $ 11,437,000 $ 10,804,000 Current Credit Facility - Term Loan 5,401,000 5,045,000 Solar Credit Facility 899,000 393,000 Finance lease obligations 1,061,000 884,000 Loans Payable - financed assets 16,000 22,000 Subtotal 18,814,000 17,148,000 Less: Current portion (17,066,000 ) (16,036,000 ) Long-Term Portion $ 1,748,000 $ 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 (see summary of amendments below), and now provides for a $20,000,000 revolving loan (“Revolving Line of Credit”) and a $5,700,000 term loan (“Term Loan”). The loan is secured by a lien on substantially all of the assets of the Company. As discussed in Note 1, the Company was in compliance with a required covenant as of September 30, 2024. September 30, 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) $ 203,000 December 31, 2025 5,225,000 Term Loan payable 5,428,000 Less: debt issuance costs (27,000 ) Total Term Loan payable, net of debt issuance costs 5,401,000 Less: Current portion of Term Loan payable (5,401,000 ) Total long-term portion of Term Loan payable $ - Interest expense related to the Current Credit Facility amounted to approximately $332,000 and $380,000 for the three months ended September 30, 2024 and 2023, respectively, and $980,000 and $1,084,000 for the nine months ended September 30, 2024 and 2023, respectively. Interest expense includes the amortization of deferred finance costs of $17,000 and $17,000 for the three months ending September 30, 2024 and 2023, respectively, and $51,000 and $51,000 for the nine months ending September 30, 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 achieve a defined EBITDA amount at the end of each Fiscal Quarter on a rolling basis. As of September 30, 2024, the Company achieved an EBITDA of $2,620,000 as compared to $1,500,000 that was required for the cumulative nine months period ending September 30, 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 7.78% for both the three months ended September 30, 2024 and 2023, and 7.83% and 7.44% for the nine months ended September 30, 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 the Company’s failure to achieve the required Fixed Charge Coverage Ratio of the Fifth Amendment and because we made 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 fee of $20,000. ● On May 31, 2024, the Company entered into a Seventh Amendment that waived the default caused by the Company’s failure to achieve the Fixed Charge Coverage Ratio required by the Sixth Amendment. This amendment further revised the Financial Covenants. For the six months ending June30, 2024 EBITDA shall not be less than $740,000; for the nine months ending September 30, 2024 EBITDA shall not be less than $1,500,000; for the twelve months ending December 31, 2024 EBITDA shall not be less than $2,800,000. For the rolling twelve-month period ending March 31, 2025, the Company is required to achieve a Fixed Charge Coverage Ratio of 1.05x. Beginning with the rolling twelve-month period ending June 30, 2025 and forward the Company is required to achieve a Fixed Charge Coverage Ratio of 1.25x. All other covenants remain unchanged. Additionally, this amendment increased the Term Loan by approximately $1,000,000 to $5,700,000, with monthly principal installments in the amount of $68,000. In connection with these changes, the Company paid an amendment fee 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 September 30, 2024, the amount outstanding under the Company’s Revolving Line of Credit was $11,437,000, leaving $8,563,000 of availability to support the Company’s growth, subject to having the requisite collateral and maintaining compliance with the terms of the Credit Facility. Solar Credit Facility On August 16, 2023, the Company entered into a financing agreement (“Solar Credit Facility”) with CT 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 CT Green Bank upon its approval of costs incurred on the Project up to $934,000. As of September 30, 2024, cumulative advances totaling $899,000 had been made including the payment of CT Green Bank’s closing costs of $25,000. Interest accrues at the rate of 5% on advances and is added to the loan upon conversion to a term loan. On October 1, 2024, final disbursements were made on the financing arrangement in the amount of $35,000, bringing the cumulative advances to $934,000. The total cumulative advances along with the total accrued interest in the amount of $36,000 as of October 1, 2024 was converted by CT Green Bank, in accordance with the financing agreement, to a 20-year level payment term loan in the amount of $970,000 with interest accruing at the rate of 5.75%. Semi-annual payments in the amount of $42,000 are due commencing on July 1, 2025. The first semi-annual payment will be for interest only, subsequent semi-annual payments beginning with the payment due on January 1, 2026 will include both principal and interest. As of September 30, 2024, the amount classified as long term is $899,000 and the amount classified as current is $0. Interest expense related to the Solar Credit Facility amounted to approximately $11,000 and $1,000 for the three months ended September 30, 2024 and 2023, respectively, and $30,000 and $1,000 for the nine months ended September 30, 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 $1,061,000 and $884,000 as of September 30, 2024 and December 31, 2023, respectively. The leases have an average imputed interest rate of 7.44% per annum and are payable monthly with the final payments due between September of 2026 and May of 2030. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Finance Lease cost: Amortization of Right-of-Use assets $ 49,000 $ 21,000 $ 128,000 $ 46,000 Interest on lease liabilities 20,000 17,000 53,000 33,000 Total lease Costs $ 69,000 $ 38,000 $ 181,000 $ 79,000 Other Information: Cash Paid for amounts included in the measurement lease liabilities: Financing cash flow from finance lease obligations $ 51,000 $ 39,000 $ 143,000 $ 84,000 Supplemental disclosure of non-cash activity Acquisition of finance lease asset $ - $ 679,000 $ 319,000 $ 679,000 September 30, December 31, 2024 2023 Weighted Average Remaining Lease Term - in years 5.0 5.4 Weighted Average Discount rate - % 7.44 % 7.31 % As of September 30, 2024, the aggregate future minimum finance lease payments For the year ending Amount December 31, 2024 (remainder of year) $ 73,000 December 31, 2025 291,000 December 31, 2026 266,000 December 31, 2027 190,000 December 31, 2028 190,000 Thereafter 264,000 Total future minimum finance lease payments 1,274,000 Less: imputed interest (213,000 ) Less: Current portion (219,000 ) Long-term portion $ 842,000 Loan Payable – Financed Asset The Company financed the purchase of a delivery vehicle in July 2020. The loan obligation totaled $16,000 and $22,000 as of September 30, 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. The future minimum loan payments are as follows: For the year ending Amount December 31, 2024 (remainder of year) $ 3,000 December 31, 2025 9,000 December 31, 2026 4,000 Loans Payable - financed assets 16,000 Less: Current portion (9,000 ) Long-term portion $ 7,000 Related Party Subordinated 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 (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 September 30, 2024 and December 31, 2023 consist of: Michael Taglich, Chairman Robert Taglich, Director Taglich 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 September 30, 2024 and 2023 on all related party subordinated notes payable was $118,000 and $118,000, respectively, and $354,000 and $354,000 for the nine months ended September 30, 2024 and 2023, 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 principal of the outstanding Related Party Subordinated Notes. For the three and nine months ended September 30, 2024 and 2023, no principal payments have been made on these notes. |