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Liability Related to the Sale of Future Proceeds from Disposition of Subsidiary

6 Months Ended

Jun. 30, 2021

NOTE 6. LIABILITY RELATED TO THE SALE OF FUTURE PROCEEDS FROM DISPOSITION OF SUBSIDIARY

In connection with the sale of the Company’s wholly-owned subsidiary, AMK Welding, Inc. (“AMK”) to Meyer Tool, Inc., (“Meyer”) in 2017, Meyer was obligated to pay the Company within 30 days after the end of each calendar quarter, commencing April 1, 2017, an amount equal to five (5%) percent of the net sales of AMK for that quarter until the aggregate payments made to the Company (the “Meyer Agreement”) equals $1,500,000 (the “Maximum Amount”).

In order to increase liquidity, on January 15, 2019, the Company entered into a “Purchase Agreement” with 15 accredited investors (the “Purchasers”), including Michael and Robert Taglich, pursuant to which the Company assigned to the Purchasers all of its rights, title and interest to the remaining $1,137,000 of the $1,500,000 in payments due from Meyer for the sale of AMK (the “Remaining Amount”) for an immediate payment of $800,000, including $100,000 from each of Michael and Robert Taglich, and $75,000 for the benefit of the children of Michael Taglich. The timing of the payments is based upon the net sales of AMK. If the Purchasers have not received the entire Remaining Amount by March 31, 2023, they have the right to demand payment of their pro rata portion of the unpaid Remaining Amount from the Company (“Put Right”). To the extent the Purchasers exercise their Put Right, the remaining payments from Meyer will be retained by the Company.

The Company recognized $91,000 and $119,000 of non-cash income for the three months ended June 30, 2021 and 2020, respectively, and $195,000 and $211,000 of non-cash income for the six months ended June 30, 2021 and 2020, respectively, reflected in “other income, net” on the condensed consolidated statements of operations and recorded $27,000 and $36,000 of related non-cash interest expense related to the Purchase Agreement for the three months ended June 30, 2021 and 2020, respectively, and $58,000 and $64,000 for the six months ended June 30, 2021 and 2020, respectively.

The table below shows the activity within the liability account for:

	June 30, 2021			December 31, 2020
	(Unaudited)
Liabilities related to sale of future proceeds from disposition of
subsidiaries - beginning balance	$	322,000		$	602,000
Non-Cash other income recognized		(195,000	)		(402,000	)
Non-Cash interest expense recognized		58,000			122,000
Liabilities related to sale of future proceeds from disposition of
subsidiary - ending balance		185,000			322,000
Less: unamortized transaction costs		(3,000	)		(3,000	)
Liability related to sale of future proceeds from disposition of
subsidiary, net	$	182,000		$	319,000