SHORT-TERM AND LONG-TERM DEBT | 12. SHORT-TERM AND LONG-TERM DEBT Operating Line of Credit On July 13, 2022, the Company received a one-year extension on its $15.0 million operating line of credit effective June 28, 2022. The interest rate on the line of credit is the “ Wall Street Journal The line of credit is limited to a borrowing base calculation as summarized below: March 31, 2024 September 30, 2023 Eligible borrowing base $ 21,267,302 $ 23,942,868 Borrowed on line of credit 12,300,000 8,712,915 Line of credit balance available $ 8,967,302 $ 15,229,953 Interest rate 8.5 % 8.5 % The modified financial covenants for the quarter ended June 30, 2023, and all subsequent quarters, are below: ● Minimum tangible net worth of $28.0 million, ● Minimum traditional debt service coverage of 1.50x on a rolling twelve- month basis, ● Minimum current ratio of 1.20x , ● Maximum debt to tangible net worth ratio (“TNW”) of 2.75x , ● Each ratio and covenant shall be determined, tested, and measured as of each calendar quarter beginning June 30, 2023, ● The Company shall maintain a ratio of Maximum Senior Funded Debt (“SFD”) to Earnings before Interest, Taxes, Depreciation and Amortization (“EBDITA”) equal to or less than 3.5 :1. SFD shall mean any funded debt or lease of the Company, other than subordinated debt. The covenant shall be tested quarterly, at the end of each fiscal quarter, with EBITDA based on the preceding four quarters. The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question. Thus, the Company was in compliance with all covenants at March 31, 2024. The Company projects to meet all covenant requirements for the next twelve months. Insurance Premiums Financed The Company financed its captive insurance policy premiums on a short-term basis through a financing company for the calendar year ended December 31, 2023. These insurance policies include workers’ compensation, general liability, automobile, umbrella, and equipment policies. The Company made a down payment in January 2023 and financed the remaining premium amount over eleven monthly payments. At March 31, 2024 and September 30, 2023, the remaining balance of the insurance premiums was $0 and $950,000, respectively. For the calendar year beginning January 1, 2024, the Company’s insurance company is accepting quarterly payments on certain insurance policies and the Company has prepaid the balance of the remaining policies as of March 31, 2024. The Company has no insurance premiums financed as of March 31, 2024. Paycheck Protection Program Loans Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021. During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously audited financial statements of the Company for the fiscal years 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $9.8 million, plus accrued interest. During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects. A summary of short-term and long-term debt as of March 31, 2024 and September 30, 2023 is as follows: March 31, 2024 September 30, 2023 Line of credit payable to bank, monthly interest with variable rate of 8.5% at March 31, 2024, final payment due by June 28, 2024, guaranteed by certain directors of the Company. $ 12,300,000 $ 8,712,915 Note payable to bank, due in monthly installments totaling $202,000, including fixed interest at 7.25%, final payment due June 2028, secured by equipment, guaranteed by certain directors of the Company. 8,712,104 8,487,085 Paycheck Protection Program loans from Small Business Administration, 1.0% simple interest, initially forgiven in the fiscal year ended September 30, 2021. Final forgiveness decision has not been determined. 10,234,492 10,184,320 Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $64,853 with fixed interest at 4.25%, final payment due by March 25, 2026, secured by receivables and equipment, guaranteed by certain directors of the Company. 1,494,290 1,790,051 Notes payable to finance companies, due in monthly installments totaling $76,600 at March 31, 2024 and $50,000 at September 30, 2023, including interest ranging from 0.00% to 6.0%, final payments due April 2024 through August 2026, secured by equipment. 1,893,373 1,290,148 Note payable to finance company for insurance premiums financed, due in monthly installments totaling $327,000 in calendar year 2023 and $282,000 in calendar year 2022, including interest rate at 6.70%, final payment due December 2023. — 950,235 Notes payable to bank, due in monthly installments totaling $7,848, including interest at 4.82% , final payment due November 2034 secured by building and property. 787,329 813,242 Notes payable to bank, due in monthly installments totaling $12,580, including variable interest of 9.5% at March 31, 2024, final payment due November 2025 secured by building and property, guaranteed by certain directors of the Company. 232,166 294,761 Notes payable to bank, due in monthly installments totaling $59,932, including fixed interest at 6.0%, final payment due October 2027 secured by receivables and equipment, guaranteed by certain directors of the Company. 2,317,125 2,601,404 Notes payable to David Bolton and Daniel Bolton, due in annual installments totaling $500,000, including fixed interest at 3.25%, final payment due December 31, 2026, unsecured. 925,000 1,660,000 Notes payable to bank, due in monthly installments totaling $68,150, including variable interest of 9.5% at March 31, 2024, with final payment due September 2026, secured by equipment, guaranteed by certain directors of the Company. 1,548,929 1,873,831 Term note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $129,910, fixed interest at 4.50%, final payment due by June 1, 2027, secured by receivables and equipment, guaranteed by certain directors of the Company. 5,036,626 5,698,761 Notes payable to Corns Enterprises, $1,000,000 with fair value of $936,000, due in annual installments totaling $250,000, including fixed interest at 3.50%, final payment due April 29, 2026, unsecured. 233,709 468,523 Total debt $ 45,715,143 $ 44,825,276 Less current maturities 29,627,170 25,954,747 Total long term debt, less current maturities $ 16,087,973 $ 18,870,529 |