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8. BANK LOANS AND NOTES PAYABLE
12 Months Ended
Jun. 30, 2013
Debt Disclosure [Abstract]  
BANK LOANS AND NOTES PAYABLE

The Company's debt consisted of the following as of June 30, 2013 and June 30, 2012:

 

    June 30, 2013     June 30, 2012  
Bank loans and notes payable-current   $ 885,786     $ 1,022,826  
Bank loans and notes payable-long term     2,395,802       2,915,134  
Total   $ 3,281,588     $ 3,937,960  

 

Bank loans and notes payable consisted of the following at June 30, 2013 and June 30, 2012:

 

 

 

 

    June 30, 2013     June 30, 2012  
             

Bank loan payable of principal and interest at a rate equal to prime plus 1.50%, as

  defined, subject to a floor of 4.75% with any principal due at maturity on January 1,

  2014; collateralized by accounts receivable and inventory related to a specific

  customer contract and no further advances.

  $ 213,750     $ -  
                 

Note payable to the seller of Tier Electronics LLC payable in annual installments of

  $450,000 on January 21, 2013 and $495,000 on January 21, 2014.  Interest accrues

  at a rate of 8% and is payable monthly.  The promissory note is collateralized by the

  Company’s membership interest in its wholly-owned subsidiary Tier Electronics LLC.

  See note (a) below.

    495,000       900,000  
                 

Note payable to Wisconsin Department of Commerce payable in monthly

  installments of $23,685, including interest at 2%, with the final payment due

  May 1, 2018; collateralized by equipment purchased with the loan proceeds and

  substantially all assets of the Company not otherwise collateralized.  The Company

  is required to maintain and increase a specified number of employees, and the

  interest rate is increased in certain cases for failure to meet this requirement.  See

  note (b) below.

    1,136,195       1,279,367  
                 

Bank loan payable in fixed monthly payments of $6,800 of principal and interest

  at a rate of .25% below prime, as defined, subject to a floor of 5% as of June 30,

  2013 and 2012 with any principal due at maturity on June 1, 2018; collateralized by

  the building and land.

    673,339       719,528  
                 

Note payable in fixed monthly installments of $6,716 of principal and interest at

  a rate of 5.5% with any principal due at maturity on May 1, 2028; collateralized

  by the building and land.

    734,227       764,981  
                 

Bank loan payable in monthly installments of $21,000 of principal and interest at a

  rate equal to prime, as defined, subject to a floor of 4.25% with any principal due

  at maturity on December 1, 2013; collateralized by specific equipment.

    29,076       274,084  
    $ 3,281,588     $ 3,937,960  

 

(a)   If the federal capital gains tax rate exceeds 15% and or the State of Wisconsin capital gains tax rate exceeds 5.425% at any time prior to the payment in full of the unpaid principal balance and accrued interest on the promissory note, then the principal amount of the promissory note shall be retroactively increased by an amount equal to the product of (a) the aggregate amount of federal and state capital gain realized by the Seller or Seller’s sole member, as applicable, in connection with the acquisition, multiplied by (b) the  difference between (i) the combined federal and State of Wisconsin capital  gains tax rate as of the date of calculation, minus (ii) the combined federal and  State of Wisconsin capital gains tax rate of 20.425% as of January 21, 2011.  Any adjustment to the principal amount of the promissory note shall be effected by increasing the amount of the last payment due under the promissory note without affecting the next regularly scheduled payment(s) under the promissory note.  On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed, effectively raising the top rate for capital gains to 20%.  The Company recorded an additional $45,000 of principal due under this note as other expense, of  $45,000 for the year ended June 30, 2013.

 

 

(b)  As of April 2013, the Wisconsin Department of Commerce granted the Company a 12 month deferral of the required installment payments of $22,800.  On March 1, 2014, fifty equal monthly installments of $23,685 will commence through April 1, 2018 with the final installment due on May 1, 2018.


In May 2012, the Company entered into Securities Purchase Agreements with certain investors providing for the sale of a total of $2,465,000 of Zero Coupon Convertible Subordinated Notes (the “Notes”).  The Notes, which were to mature on August 31, 2012, were issued to investors with a principal amount equal to the investor’s subscription amount times 110% and did not bear interest except in the instance of default.  The Notes were convertible into shares of common stock of the Company at an exercise price equal to $0.53, which was the closing price of the common stock on May 1, 2012 (the “Conversion Price”).  In connection with the Notes, the Company entered into a security agreement with the lenders providing for a security interest in all of the assets of the Company and certain subsidiaries of the Company.  In connection with the purchase of Notes, each investor received a five-year warrant to purchase a number of shares of Common Stock equal to 55% times such investor’s investment in the Notes divided by the Conversion Price at an exercise price equal to the Conversion Price.  Certain directors and officers of the Company invested $330,000 in the Notes. The proceeds to the Company were approximately $2,223,307.  The Company recorded financing costs of approximately $227,693 in connection with the issuance of the Notes as interest expense.  As of June 30, 2012 the Notes were either converted into the Company’s stock or paid in full.  Interest expense related to the Notes was $1,366,450 for the year ended June 30, 2012.

 

 

 

 

Maximum aggregate annual principal payments for fiscal periods subsequent to June 30, 2013 are as follows:

 

2014   $ 885,786  
2015     351,166  
2016     361,085  
2017     371,428  
2018     358,411  
2019 and thereafter     953,712  
    $ 3,281,588