Annual report pursuant to Section 13 and 15(d)

LONG-TERM DEBT

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LONG-TERM DEBT
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 10 LONG-TERM DEBT

 

Long-term debt consists of the following at December 31, 2022 and December 31, 2021:

 

(Amounts in Thousands)   December 31, 2022     December 31, 2021  
Revolving Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on May 15, 2024. Effective interest rate for 2022 and 2021 was 0% and 5.3%, respectively (1)   $     $  
Revolving Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on May 15, 2024. Effective interest rate for 2022 and 2021 was 8.9% and 5.3%, respectively (1)   $     $  
Term Loan dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2024. Effective interest rate for 2022 and 2021 was 5.6% and was 4.5%, respectively (1)     552 (2)     954 (2)
Capital Line dated May 4, 2021, payable in equal monthly installments of principal, balance due on May 15, 2024. Effective interest rate for 2022 was 6.2%. (1)     463        
Notes Payable to 2023 and 2025, annual interest rate of 5.6% and 9.1%.     24       39  
Total debt     1,039       993  
Less current portion of long-term debt     476       393  
Long-term debt   $ 563     $ 600  

 

(1) Our revolving credit facility is collateralized by our accounts receivable and our term loan and capital line are collateralized by our property, plant, and equipment.

 

(2) Net of debt issuance costs of ($88,000) and ($112,000) at December 31, 2022 and December 31, 2021, respectively.

 

Revolving Credit, Term Loan and Capital Line Agreement

 

The Company entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement provides the Company with the following credit facility with a maturity date of March 15, 2024: (a) up to $18,000,000 revolving credit (“revolving credit”) see “Note 20 – Subsequent Events – Credit Facility” for a discussion of an amendment that the Company entered into with its lender on March 21, 2023 which reduced the maximum revolving credit to $12,500,000) and (b) a term loan (“term loan”) of approximately $1,742,000, requiring monthly installments of $35,547. The maximum that the Company can borrow under the revolving credit is based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby letters of credit and borrowing reductions that the Company’s lender may impose from time to time. The Loan Agreement, as amended (the “Amended Loan Agreement”), also provides a capital expenditure line of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve months starting May 4, 2021 (the “Borrowing Period”). Only interest is payable on advances during the Borrowing Period. At the end of the Borrowing Period, the total amount advanced under the line will amortize equally based on a five-year amortization schedule with principal payment due monthly plus interest. At the maturity date of the Amended Loan Agreement, any unpaid principal balance plus interest, if any, will become due. Amount advanced under the capital line totaled approximately $524,000 which requires monthly installments in principal of approximately $8,700 plus interest, starting June 1, 2022. The advance was used to purchase the underlying asset under a previous finance lease.

 

During 2022, the Company entered into further amendments to the Amended Loan Agreement with its lender, which provided the following, among other things (with the amended terms set forth in a Revised Loan Agreement):

 

waived the Company’s failure to meet the minimum quarterly FCCR requirement for the fourth quarter of 2021 and second quarter of 2022;
removed the quarterly FCCR testing requirement for the first and third quarters of 2022;
reinstated the quarterly FCCR testing requirement starting for the fourth quarter of 2022 and revised the methodology in calculating the FCCR for the quarter ended December 31, 2022 and the methodology to be used in calculating the FCCR for the quarter ending March 31, 2023 (with no change to the minimum 1.15:1 ratio requirement for each quarter);
required maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended December 31, 2022 has been met and certified to the lender;

 

 

revised the annual rate used to calculate the Facility Fee (as defined in the Loan Agreement) on the revolving credit, with addition of the capital expenditure line, from 0.375% to 0.500%. Upon meeting the minimum FCCR requirement of 1.15:1 on a twelve-month trailing basis, the Facility Fee rate of 0.375% will be reinstated;
added certain additional anti-terrorism provisions to the covenants; and
replaced the LIBOR based interest rate benchmark with the SOFR. As a result of this new provision, payment of annual rate of interest due on the revolving credit is at prime (7.50% at December 31, 2022) plus 2% or Term SOFR Rate (as defined in the Revised Loan Agreement) plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by us and payment of annual rate of interest due on the term loan and the capital expenditure line is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by us. A SOFR Adjustment rates of 0.10% and 0.15% are applicable for a one-month interest period and three-month period, respectively, that may be selected by us

 

In connection with the amendments, the Company paid its lender fees totaling $30,000 which is being amortized over the remaining term of the Revised Loan Agreement as interest expense-financing fees.

 

The Company’s credit facility under its Revised Loan Agreement with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. The Company’s Revised Loan Agreement prohibits us from paying cash dividends on our Common Stock without prior approval from our lender. The Company was not required to perform testing of the FCCR requirement in the first and third quarters of 2022 pursuant to amendments as discussed above. Based on an amendment that the Company entered into with its lender on March 21, 2023, the Company was not required to perform testing of the FCCR requirement in the fourth quarter of 2022 (see “Note 20 – Subsequent Events – Credit Facility” for a discussion of this amendment which provided for this provision, among other things). The Company failed to meet its FCCR requirement in the second quarter of 2022; however, this non-compliance was waived by our lender pursuant to an amendment that we entered into with our lender in 2022 as discussed above. Other than the above discussion pertaining to the Company’s FCCR requirements, the Company met all of its other financial covenant requirements in each of the quarters of 2022.

 

After May 7, 2022, the Company may terminate its Revised Loan Agreement upon 90 days’ prior written notice upon payment in full of our obligations under the Revised Loan Agreement with no early termination fees.

 

At December 31, 2022, the borrowing availability under the Company’s revolving credit was approximately $4,290,000 based on our eligible receivables and is net of approximately $3,016,000 in outstanding standby letters of credit. The Company’s borrowing availability of $4,290,000 at December 31, 2022 included a requirement from our lender that we maintain a minimum of $3,000,000 in borrowing availability.

 

The following table details the amount of the maturities of long-term debt maturing in future years at December 31, 2022 (excludes debt issuance costs of $88,000).

 

Year ending December 31:        
(In thousands) 2023   $ 542  
2024     578  
2025     7  
Total   $ 1,127