Quarterly report pursuant to Section 13 or 15(d)

Notes Payable and Other Long Term Debt

v3.19.1
Notes Payable and Other Long Term Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable and Other Long Term Debt

Note 5 – Notes Payable and Other Long-Term Debt

Notes Payable

The following table presents the balances of notes payable as of the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rates

 

Branch Banking and Trust Company

 

Maturity Date

 

March 31, 2019

 

 

December 31, 2018

 

 

March 31, 2019

 

 

December 31, 2018

 

Working Capital Loan

 

November 28, 2020

 

$

5,000,000

 

 

$

5,000,000

 

 

 

4.29

%

 

 

4.31

%

$38.2 Million Equipment Loan

 

March 9, 2024

 

 

37,626,000

 

 

 

23,920,000

 

 

 

4.29

%

 

 

4.31

%

$ 4.5 Million Equipment Loan

 

March 7, 2024

 

 

 

 

 

 

 

 

%

 

 

%

Total notes payable

 

 

 

 

42,626,000

 

 

 

28,920,000

 

 

 

 

 

 

 

 

 

Less unamortized debt issuance costs

 

 

 

 

78,228

 

 

 

27,086

 

 

 

 

 

 

 

 

 

Total notes payable, net

 

 

 

 

42,547,772

 

 

 

28,892,914

 

 

 

 

 

 

 

 

 

Less current portion of notes payable, net

 

 

 

 

12,301,391

 

 

 

7,161,890

 

 

 

 

 

 

 

 

 

Notes payable net, less current portion

 

 

 

$

30,246,381

 

 

$

21,731,024

 

 

 

 

 

 

 

 

 

 

As of March 31, 2019, the Company, and the Company’s wholly owned subsidiaries Southeast Power, Pineapple House of Brevard, Inc. (“Pineapple House”), Bayswater Development Corporation (“Bayswater”), Power Corporation of America (“PCA”), Precision Foundations, Inc. (“PFI”) and C and C Power Line, Inc. (“C&C”), collectively (the “Debtors,”) were parties to a Master Loan Agreement, dated May 24, 2018 (the “2018 Master Loan Agreement”), with Branch Banking and Trust Company (the “Bank”). On March 7, 2019, the Company, the Debtors and the Bank entered into a First Amendment to the 2018 Master Loan Agreement (the “Amendment”). The Amendment reflects new loans and modifications of loans, which are governed by the 2018 Master Loan Agreement and which were also entered into on March 7, 2019.

As of March 31, 2019, the Company had a promissory note and a series of related ancillary agreements with the Bank, under the 2018 Master Loan Agreement and the Amendment, providing for a revolving line of credit loan for a maximum principal amount of $18.0 million (the “Working Capital Loan”). Borrowings under the Working Capital Loan were $5.0 million, as of both March 31, 2019 and December 31, 2018. On April 12, 2019 the Company paid the Working Capital Loan balance.

 

As a credit guarantor to the Bank, the Company is contingently liable for the guaranty of a subsidiary obligation under an irrevocable letter of credit related to workers’ compensation. The amount of this letter of credit was $575,000 as of both March 31, 2019 and December 31, 2018, respectively.

On March 7, 2019, the Company, the Debtors and the Bank entered into a modification of the $27.49 Million Equipment Loan, increasing it to a $38.2 million equipment loan (as increased, the “$38.2 Million Equipment Loan”) and a new $4.5 million equipment promissory note (the “$4.5 Million Equipment Loan”).

Borrowings of $22.7 million, outstanding as of March 7, 2019, plus accrued interest under the $27.49 Million Equipment Loan continue under the $38.2 Million Equipment Loan. The $15.5 million balance remaining on the $38.2 Million Equipment Loan was drawn by the Company on March 8, 2019 for equipment purchases that were made on or after August 1, 2018. Borrowings under the $38.2 Million Equipment Loan were $37.6 million as of March 31, 2019 and borrowings under the $27.49 Million Equipment Loan (as predecessor to the $38.2 Million Equipment Loan) were $23.9 million as of December 31, 2018.

Under the documentation related to the $38.2 Million Equipment Loan, principal payments of $598,000 plus accrued interest commenced on March 9, 2019 and will continue monthly thereafter until and including the payment due on December 9, 2019. On January 9, 2020, equal monthly principal payments of $650,000, plus accrued interest, commenced and will continue monthly thereafter until the March 9, 2024 maturity date.

Under the documentation related to the $4.5 Million Equipment Loan, borrowings will be made only for the purchase of equipment currently held by the Company under master lease agreements and will not exceed the cost of the lease buy-out. Interest only payments on any amounts drawn commenced on April 7, 2019, and will continue monthly through and including the payment due on March 7, 2020. Thereafter, principal payments on any amounts drawn of $93,750 plus accrued interest will commence on April 7, 2020, and continue monthly thereafter until and including the payment due on March 7, 2024.

As of March 31, 2019, all loan agreements between the Debtors and the Bank, under the 2018 Master Loan Agreement and the Amendment, are guaranteed by the Debtors and include the grant of a continuing security interest in all now owned and after acquired and wherever located personal property of the Debtors.

The Working Capital Loan, the $38.2 Million Equipment Loan and the $4.5 Million Equipment Loan each bear interest at a rate per annum equal to one month LIBOR (as defined in the documentation related to each loan) plus 1.80%, which will be adjusted monthly and subject to a maximum rate as described in the documentation related to each loan.

The Company’s debt arrangements contain various financial and other covenants including, but not limited to: minimum tangible net worth, maximum debt to tangible net worth ratio and fixed charge coverage ratio. Other loan covenants prohibit, among other things, a change in legal form of the Company, and entering into a merger or consolidation. The loans also have cross-default provisions whereby any default under any loans of the Company (or its subsidiaries) with the Bank, will constitute a default under all of the other loans of the Company (and its subsidiaries) with the Bank.

Other Long-Term Debt

As of March 31, 2019, the Company had an equipment purchase loan agreement for a specialty piece of equipment to be used in the Company’s electrical construction operations in the amount of $405,000 plus interest and sales tax. The agreement requires monthly payments of $10,687 plus interest at a 5.85% fixed rate. The loan matures on June 14, 2021 and permits prepayment without penalties.