Financial Position, Liquidity and Capital Resources | NOTE 2: FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES We acknowledge that the Company continues to face a challenging operating environment and while we continue to focus on improving our overall profitability, we reported an operating loss for 2016. We have incurred significant operating losses in recent years and, as of December 31, 2016, we had an accumulated deficit of approximately $80 million. Working capital has remained negative over the past several years. Cash used in operating activities, while improved over 2015, remains negative, which has required us to generate funds from investing and financing activities. At December 31, 2016, we had outstanding debt of approximately $19.2 million. We have issued various promissory notes to finance our acquisitions of KBS and EBGL and to provide for our general working capital needs. As of December 31, 2016, we had outstanding debt totaling approximately $19.2 million. Our debt included (i) $2.4 million principal outstanding on KBS’s $4.0 million revolving credit facility under a loan and security agreement with Gerber Finance Inc. (“Gerber Finance”) (the “KBS Loan Agreement”), $1.2 million principal outstanding on EBGL’s $3.0 million revolving credit facility under a loan and security agreement with Gerber Finance (the “EBGL Loan Agreement”) and $3.0 million principal outstanding under a loan and security agreement with Gerber Finance used to finance the acquisition of EBGL (the “Acquisition Loan Agreement”), (ii) $4.3 million principal amount of unsecured promissory notes issued to Lone Star Value Investors, LP (“LSVI”) and $6.8 million principal amount of unsecured promissory notes issued to Lone Star Value Co-Invest I, LP (“LSV Co-Invest I”), with interest payable semiannually and any unpaid principal and interest is due on April 1, 2019, and (iii) $0.7 million principal amount outstanding under an unsecured promissory note issued to the primary sellers of KBS, payable in monthly installments of $100,000, inclusive of interest, through July 1, 2017. We also have obligations to make $1.0 million in deferred cash payments to the sellers of EBGL, payable in quarterly installments of $250,000, inclusive of interest, through October 1, 2017. Jeffrey E. Eberwein, our Chairman of the Board, is the manager of Lone Star Value Investors GP, LLC (“LSVGP”), the general partner of LSVI and LSV Co-Invest I, and sole member of Lone Star Value Management, LLC (“LSVM”), the investment manager of LSVI. On February 23, 2016, we entered into a loan and security agreement (the “KBS Loan Agreement”) with Gerber Finance providing KBS with a credit facility with borrowing availability of up to $4.0 million, based on a formula tied to eligible accounts receivable, inventory, equipment and real estate of the borrowers. On that date, we made an initial draw of approximately $2.6 million. The initial term of the KBS Loan Agreement expires on February 22, 2018, but extends automatically for additional one-year periods unless a party provides prior written notice of termination. The KBS Loan Agreement contains certain affirmative and negative covenants, including financial covenants requiring us to maintain a minimum leverage ratio at fiscal year end and not to incur a net annual post-tax loss in any fiscal year during the term of the KBS Loan Agreement. The borrowers’ obligations under the KBS Loan Agreement are secured by all of their property and assets and are guaranteed by the Company. Our obligations under our unsecured promissory notes are subordinate to the borrowers’ obligations under the KBS Loan Agreement, pursuant to the terms of subordination agreements we entered into with Gerber Finance and the holders of our unsecured promissory notes as a condition to the extension of credit to the borrowers under the KBS Loan Agreement. At December 31, 2016, the outstanding balance on the KBS Loan Agreement was approximately $2.4 million. On August 12, 2016, the Company, LSVI and LSV Co-Invest I amended the LSVI and LSV Co-Invest I unsecured promissory notes allowing the Company, at its sole option, to elect to make any interest payment in paid-in-kind interest (“PIK Interest”) at an annual rate of 12% (versus the 10% interest rate applied to cash payments) for that period. The Company elected the PIK Interest option for the six-month period ended June 30, 2016. Accordingly, interest for the six months ended June 30, 2016, totaling $534,000 (calculated at the PIK Interest rate of 12%), was added to the balance of the LSVI and LSV Co-Invest I unsecured promissory notes. On October 4, 2016, concurrently with the closing of the EBGL acquisition, we entered into the EBGL Loan Agreement with Gerber Finance providing EBGL with a working capital line of credit of up to $3.0 million. Availability under the EBGL Loan Agreement was based on a formula tied to the borrowers’ eligible accounts receivable, inventory and equipment, and borrowings bore interest at the prime rate plus 2.75%, with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the EBGL Loan Agreement. Initially, availability under the EBGL Loan Agreement was limited to $1.0 million, which amount could be increased to up to $3.0 million in increments of $500,000 upon the request of the borrowers and in the discretion of Gerber Finance. The initial term of the EBGL Loan Agreement was set to expire on October 3, 2018, but extending automatically for additional one-year periods unless a party provided prior written notice of termination. The borrowers’ obligations under the EBGL Loan Agreement were secured by all of their property and assets and were guaranteed by the Company and its other subsidiaries. At December 31, 2016, the outstanding balance on the EBGL Loan Agreement was approximately $1.0 million. Additionally, on October 4, 2016, concurrently with the closing of the EBGL acquisition, we entered into the Acquisition Loan Agreement with Gerber Finance providing EBGL with $3.0 million in financing for the acquisition. Borrowings under the Acquisition Loan Agreement bear interest at the prime rate plus 3.00%, with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Acquisition Loan Agreement. The initial term of the Acquisition Loan Agreement expires on December 31, 2018, but extends automatically for additional one-year periods unless a party provides prior written notice of termination. The borrowers’ obligations under the Acquisition Loan Agreement are secured by all of their property and assets and are guaranteed by the Company and its other subsidiaries. At December 31, 2016, the outstanding balance on the Acquisition Loan Agreement was $3.0 million. In addition, on October 4, 2016, we entered into a securities purchase agreement with LSV Co-Invest I, pursuant to which we issued to LSV Co-Invest I an unsecured promissory note made by the Company in the principal amount of $2.0 million in exchange for $2.0 million in cash, to provide additional working capital for ATRM. During 2015, 2016, and into 2017, we implemented several strategic initiatives, effected certain actions and continue to consider additional actions to improve the Company’s overall profitability and increase cash flows, including: ● KBS’s strategic shift away from large commercial projects with significant site work to focus on its core competency of manufacturing modular buildings; ● KBS’s efforts to improve operating efficiencies, including reconfiguring the South Paris factory to increase production, investments in automated equipment to reduce labor costs, implementing lean manufacturing techniques, and elimination of duplicate overhead costs through the shut-down of the Waterford factory; ● Reduction in KBS workforce including manufacturing, sales, engineering and front-office staff; ● KBS is exploring opportunities to monetize the Waterford facility, including a potential sale or lease to a third party; ● In July 2017, KBS made the final payment due to the primary seller of KBS, freeing up $100,000 per month of cash flows to be used for operations; ● In October 2016, the Company acquired the EBGL businesses, which we believe will generate net income and positive cash flows for the Company; ● As disclosed in Note 15, we amended certain of our debt agreements to allow the Company to pay interest in-kind on approximately $11 million of our debt, reducing strain on current cash flows; ● In 2017, we instituted a lumber hedging program for EBGL to assist in preserving existing margins against the potential large fluctuations in lumber raw material prices; ● As disclosed in Note 25, we refinanced one line of credit and certain debt agreements to obtain more favorable lending and payment terms and reduced total fees paid under these agreements; and ● We continue to look for opportunities to refinance our debt on more favorable terms. Our historical operating results indicate substantial doubt exists related to the Company’s ability to continue as a going concern. We believe that the actions discussed, have already occurred or are probable of occurring, and mitigate the substantial doubt raised by our historical operating results, as well as satisfy our estimated liquidity needs for the 12 months from the issuance of the consolidated financial statements. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. If we continue to experience operating losses, and we are not able to generate additional liquidity through the mechanisms described above or through some combination of other actions, while not expected, we may not be able to continue operations. Additionally, a failure to generate additional liquidity could negatively impact our access to inventory or services that are important to the operation of our business. In addition, these losses could further trigger violations of covenants under our debt agreements, resulting in accelerated payment of these loans. There can be no assurance that our existing cash reserves, together with funds generated by our operations and any future financings, will be sufficient to satisfy our debt payment obligations, to avoid liquidity issues and/or fund operations beyond this fiscal year. Our inability to generate funds from our operations and/or obtain financing sufficient to satisfy our payment obligations may result in our obligations being accelerated by our lenders, which would likely have a material adverse effect on our business, financial condition and results of operations. Given these uncertainties, there can be no assurance that our existing cash reserves will be sufficient to avoid liquidity issues and/or fund operations beyond this fiscal year. Although not a binding commitment, LSVM has advised us of its present intention to continue to financially support the Company in the event that additional financing is required. In 2014, 2015, and 2016, LSVM has provided financial support in the form financing through various debt agreements disclosed in Note 15. Based on the previous commitments, management believes that additional financing may be provided by LSVM or its affiliates, if necessary, in the future. |