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Financing Arrangements
9 Months Ended
Sep. 30, 2012
Financing Arrangements [Abstract]  
Financing Arrangements
6.           Financing Arrangements
 
On October 18, 2011, the Company and KeyBank National Association ("KeyBank") entered into a three-year Credit and Security Agreement (the "KeyBank Agreement") that refinanced and replaced a credit facility with Wells Fargo Bank.
 
The KeyBank Agreement provides for a revolving loan facility under which the Company may borrow up to the lesser of (i) $15,000,000 or (ii) 85% of eligible accounts receivable, plus 55% (but not more than $6,500,000) of the lower of cost or market of eligible inventory, less designated reserves. Borrowings bear interest at 2.75% above the Eurodollar Rate (as defined) or 0.25% above the Base Rate (as defined), and are secured by a first lien on substantially all of the Company's assets, as well as a pledge of the stock of CCOM Group, Inc.'s operating subsidiaries. The facility contains covenants relating to the financial condition of the Company and its business operations. As of September 30, 2012, the Company must maintain a consolidated net worth of at least $2,917,172. The Company must also maintain a Fixed Charge Coverage Ratio as defined in the KeyBank Agreement. As of September 30, 2012, the Company's net worth was $4,586,198 and its Fixed Charge Ratio was 1.29, both exceeding the loan covenants. The Company will be considered in default of its credit agreement with KeyBank in the event William Pagano shall cease to hold the position of Chief Executive Officer, or a similar or higher position of the Company and the Company shall fail to hire a replacement consultant or Chief Executive Officer with technical expertise, experience and management skills, in the opinion of KeyBank, necessary for the successful management of the Company. Additionally, the facility restricts, among other things, the payment of dividends, and further restricts, subject to specified exceptions, subordinated debt, purchase of securities, and the merger and sale of the Company.
 
On May 17, 2012, KeyBank loaned to the Company $500,000 in additional funds and on August 10, 2012 the loan was repaid with interest accrued at the rate provided in the Company's Credit Agreement with KeyBank. On May 16, 2012, the Company repaid with interest a $350,000 loan that Goldman Associates of New York, Inc. ("Goldman Associates") had made to the Company on March 1, 2012, and on August 10, 2012, the Company repaid with interest a $500,000 loan that Goldman Associates had made to the Company on May 17, 2012. In connection with these transactions, the Company entered into a First Amendment to its Credit Agreement with KeyBank, and executed a promissory note to Goldman Associates. On August 28, 2012, Goldman Associates further loaned to the Company $350,000 repayable on November 25, 2012 with interest accruing at 4% per annum. On November 1, 2012, Goldman Associates assigned its rights under the $350,000 loan to Michael Goldman. Michael Goldman is the Chief Executive Officer and Chairman of the Board of Goldman Associates and is Chairman of the Board of the Company.
 
During the nine months ended September 30, 2012, the Company borrowed an aggregate of $68,136,755 and repaid an aggregate of $67,889,412 under the revolving loan facility with KeyBank. As of September 30, 2012, the balance outstanding under the facility was $12,238,749 and availability was $1,517,347.
 
Goodman Company, L.P. and certain of its affiliates ("Goodman") is a supplier to the Company. On October 14, 2011, the Company and Goodman entered into an Amendment and Restatement No. 2 that restated the payment terms of a promissory note payable in the initial principal amount of $2,000,000. Amendment and Restatement No. 2 provides that from November 24, 2011 to October 24, 2014 the principal of $1,299,680 of the promissory note outstanding on October 24, 2011 is to be paid with monthly payments of $29,195 and a balloon payment of $470,582 on November 24, 2014. In connection with the KeyBank Agreement, Goodman, Universal and KeyBank entered into an Intercreditor and Lien Subordination Agreement dated as of October 18, 2011. The Intercreditor and Lien Subordination Agreement sets forth among other things the relative priorities of the security interests of KeyBank and Goodman in the assets of the Company. The principal balance of the promissory note as of September 30, 2012 and 2011 was $1,066,164 and $1,320,074, respectively.
 
As of October 24, 2012, the outstanding principal amount of the promissory note was $1,066,164, with $7,108 of accrued interest outstanding, and Universal paid $950,000 to Goodman in full payment and satisfaction of the promissory note. The Company financed the $950,000 payment by Universal to Goodman by borrowing an aggregate of $950,000 from five investors, of which (i) $350,000 was borrowed from Goldman Associates, (ii) $200,000 was borrowed from John A. Hildebrandt, (iii) $200,000 was borrowed from Paul H. Hildebrandt, (iv) $100,000 was borrowed from William Pagano and (v) $100,000 was borrowed from Rita Folger. William Pagano is the Chief Executive Officer of the Company and the President of Universal. Michael Goldman is the Chief Executive Officer and Chairman of the Board of Goldman Associates and is Chairman of the Board of the Company.
 
The payment of $950,000 to Goodman in full payment and satisfaction of the promissory note resulted in a preferential settlement that generated a gain which will be recognized in the fourth quarter of 2012.
 
On October 24, 2012, the Company executed unsecured promissory notes (the "Investor Notes") with the five investors listed above. The Investor Notes accrue interest at 8% per annum and provide that they are to be repaid in equal monthly installments aggregating $19,810 per month commencing April 2013 and ending March 2018, applied first to accrued interest and then to principal. The Investor Notes are subordinated to present and future obligations to KeyBank. The Company has the option to prepay the Investor Notes at any time in whole or in part without penalty.
 
The Company entered into a Second Amendment dated as of October 24, 2012 to the KeyBank Agreement to reflect these transactions.