Annual report pursuant to Section 13 and 15(d)

Note 17 - Subsequent Events

Note 17 - Subsequent Events
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Subsequent Events [Text Block]
Credit Facility
On March 24, 2016, the Company entered into an amendment to its Amended Loan Agreement (see Note 9 – “Long Term Debt” for a discussion of this Amended Loan Agreement) with our lender which provided, among other things, the following (the amendment, together with the Amended Loan Agreement is collectively known as the “Revised Loan Agreement”):
extended the due date of our current Credit Facility from October 31, 2016 to March 24, 2021 (“maturity date”);
amended the term loan to approximately $6,100,000, which requires monthly payments of approximately $102,000 (based on a five-year amortization) and which approximated the term loan balance under our existing Credit Facility at the date of the amendment. The revolving line of credit is to remain at up to $12,000,000 (subject to the amount of borrowings based on a percentage of eligible receivables as previously defined under the Amended Loan Agreement);
released $1,000,000 of the $1,500,000 borrowing availability hold that the lender had previously placed on the Company in connection with the insurance settlement proceeds received by our PFSG facility, which suffered a fire in 2013;
revised the interest payment options to paying an annual rate of interest due on the Revolving Credit at prime plus 1.75% or LIBOR plus 2.75% and the Term Loan at prime plus 2.25% or LIBOR plus 3.25%; and
revised our annual capital spending maximum limit from $6,000,000 to $3,000,000.
In connection with the amendment, the Company paid PNC a closing fee of $70,000.
Pursuant to the amendment, the Company may terminate the Revised Loan Agreement upon 90 days’ prior written notice upon payment in full of its obligations under the Revised Loan Agreement. The Company has agreed to pay PNC 1.0% of the total financing in the event it pays off its obligations on or before March 23, 2017, .50% of the total financing if it pays off its obligations after March 23, 2017 but prior to or on March 23, 2018, and .25% of the total financing if it pays off its obligations after March 23, 2018 but prior to or on March 23, 2019. No early termination fee shall apply if the Company pays off its obligations after March 23, 2019.
All other terms of the Amended Loan Agreement remain principally unchanged.
On September 29, 2015, PFMI entered into a Purchase Agreement (the “Agreement”) for the sale of the property which PFMI formerly operated on for a sale price of $450,000, which is subject to completion of a due diligence by the buyer (see Note 8 – “Discontinued Operations and Divestitures” for further information regarding to PFMI). Upon execution of the Agreement, PFMI received a $20,000 deposit which is being held in an escrow account (recorded as restricted cash within discontinued operations). In consideration of an amendment to the Agreement entered into on February 17, 2016, which included extending the time period for completion of the due diligence by the buyer, the buyer agreed to forfeit $10,000 of the $20,000 held in escrow to PFMI, which the $10,000 was received by PFMI on February 18, 2016. Upon timely closing of the transaction, which is expected to be completed during the latter part of March 2016, the buyer shall receive a credit against the purchase price which shall be the lesser of $15,000 and 50% of funds paid by the buyer for certain due diligence costs, and a credit against the purchase price of $20,000. At closing, PFMI is expected to receive $50,000 (which includes the remaining $10,000 held in escrow) reduced by sales commissions and certain other closing costs and PFMI and the buyer will execute a Land Contract (“Contract”) which will provide for, among other things, the remaining balance of the purchase price of $375,000 to be paid by the buyer in 60 equal monthly installment of approximately $7,250, due on or before the 15
of each month immediately following the execution of the Contract. PFMI retains legal title to the property until the buyer fulfills the obligations under the Contract.
Management Incentive Plans (MIPs)
On February 4, 2016, the Company’s Compensation and Stock Option Committee approved individual MIPs for our CEO, COO, and CFO. The MIPs are effective as of January 1, 2016. Each MIP awards cash compensation based on achievement of performance thresholds, with the amount of such compensation established as a percentage of base salary. The potential target performance compensation ranges from 5% to 100% or $13,962 to $279,248 of the 2016 base salary for the CEO, 5% to 100% or $10,750 to $215,000 of the 2016 base salary for the COO, and 5% to 100% or $11,033 to $220,667 of the 2016 base salary for the CFO.