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LONG TERM DEBT AND NOTES PAYABLE TO BANK
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Long Term Debt and Notes Payable to Bank

NOTE 3 - LONG TERM DEBT AND NOTES PAYABLE TO BANK 

 

Summary:

 

During 2014, the Company had certain loans with Wells Fargo and certain loans with KY Bank. As of December 31, 2014, the Company was in default under the Wells Fargo loans and during the second half of 2015 entered into a Forbearance Agreement with Wells Fargo whereby the due dates on the loans were accelerated and the Company was required to take certain actions. During 2015, as more fully described in Note 1 - Summary of Significant Accounting Policies and General, the Company took steps to pay down debt and increase liquidity. On December 4, 2015, in conjunction with the sale of substantially all assets of the Company’s Waste Services Segment, the Company paid off the KY Bank loans and certain Wells Fargo loans. As of December 31, 2015, the Company had an outstanding balance of $19.7 thousand to Wells Fargo.  Additionally, on February 29, 2016, the Company closed on new financing with MidCap and paid off in full remaining amounts due to Wells Fargo. Additionally on February 29, 2016, the Company converted certain amounts payable to related parties into unsecured term notes payable to the same related parties as more fully described in Note 10 - Related Party Transactions. See Note 1 - Summary of Significant Accounting Policies and below for further details.

 

MidCap:

 

On February 29, 2016, the Company entered into the 2016 Loan with MidCap, which was a $6.0 million senior, secured asset-based line of credit with MidCap. The Company may borrow up to the sum of (a) 85% of the value of its eligible domestic accounts receivable; (b) the lesser of (i) $2.5 million, and (ii) 75% of the net orderly liquidation value of eligible inventory; and (c) the lesser of (i) $500,000, and (ii) 40% of appraised net forced liquidation value of eligible fixed assets (the "Equipment Sublimit"). The Equipment Sublimit shall amortize monthly on a straight line basis over sixty (60) months with no reduction to the overall line of credit availability.

 

Proceeds from this loan were used to pay transaction expenses, pay off and close the remaining balance on the Wells Fargo revolving line of credit and fund working capital requirements.

 

The interest rate on the 2016 Loan is equal to the prime rate (3.75% as of January 23, 2017) plus 250 basis points (2.50%). In the Event of a Default (as defined in the 2016 Loan Agreement), the interest rate will increase by 300 basis points (3.00%). The 2016 Loan also has a monthly collateral-monitoring fee equal to 27.5 basis points (0.275%) of the average daily balance, an annual facility fee of 100 basis points (1.00%) and an unused line fee equal to an annual rate of 50 basis points (0.50%) of the average undrawn portion of the 2016 Loan.

 

The 2016 Loan has a maturity date of February 28, 2018.  The borrowings under the revolving credit agreement are classified as short-term obligations under GAAP as the agreement with MidCap contains a subjective acceleration clause and requires the Company to maintain a lockbox arrangement with the lender.

 

The Company is subject to a prepayment fee of $120.0 thousand if the 2016 Loan is terminated or prepaid before the one year anniversary of the loan. The Company is subject to a prepayment fee of $60.0 thousand if the 2016 Loan is terminated or prepaid after the one year anniversary of the loan. The $60.0 thousand fee is reduced to zero if the 2016 Loan is refinanced by an FDIC insured institution after eighteen months from February 29, 2016.

 

Interest and monthly fees under the 2016 Loan are payable monthly in arrears.

 

The 2016 Loan Agreement contains a minimum line availability covenant equal to $350.0 thousand. This covenant may be replaced by a Fixed Charge Coverage Ratio ("FCCR") covenant once the Company has achieved a FCCR of 1.0x on an annualized basis.

 

The Company granted MidCap a first priority security interest in all of the assets of ISA pursuant to a Security Agreement.

 

The Company is allowed to sell or refinance up to $3.0 million in fair market value of real property provided (i) the proceeds from such refinance or sale remain with the Company; and (ii) no event of default exists at the time of such refinance or sale.

 

On March 31, 2017, the Company and each of its wholly-owned subsidiaries entered into an amendment to the 2016 Loan with MidCap ("First Amendment"). The First Amendment increased the line of credit from $6.0 million to $8.0 million and extended the maturity date to February 28, 2020. As amended, the line of credit permits the Company to borrow an amount under the 2016 Loan equal to the lesser of (A) $8.0 million; and (B)(i) 85% of the value of the Company’s eligible domestic accounts receivable, plus (ii) the lesser of (x) $2.5 million and (y) 75% of the net orderly liquidation value of eligible inventory, plus (iii) the lesser of (x) $400,000 and (y) 40% of appraised net forced liquidation value of eligible fixed assets, plus (iv) the lesser of (x) $1.75 million and (y) 45% of the appraised value of certain properties owned by the Company (subject to MidCap's receipt of any third-party or internal approvals it may require in its discretion), minus (v) any amount which MidCap may require from time to time, pursuant to terms of the agreement, in order to secure amounts owed to MidCap under the agreement.

 

The First Amendment contains a minimum line availability covenant equal to $350.0 thousand, the same as the 2016 Loan. This covenant may be replaced by a Fixed Charge Coverage Ratio ("FCCR") covenant once the Company has achieved an FCCR of 1.1x on an annualized basis.  The Company paid underwriting fees of $20.0 thousand at closing.

 

The 2016 Loan had availability of $1.3 million as of December 31, 2016.

 

Wells Fargo:

 

On June 13, 2014, the Company entered into a senior, secured credit facility (the "Credit Agreement") with Wells Fargo pursuant to which Wells Fargo granted the Company a revolving line of credit of up to $15.0 million (the "Revolving Loan"), up to $1.0 million of which was available to the Company as a sub-facility for letters of credit. As of December 31, 2015, all loans under the credit agreement except the Revolving Loan had been paid in full. The Company was able to borrow up to 85% of the value of its eligible accounts receivable and 65% of the value of eligible inventory under the Revolving Loan. As of December 31, 2015, an availability block that limits borrowings under the revolver in the amount of $1.6 million was in place.

 

The Credit Agreement also provided the Company with a secured equipment term loan of $2.8 million (the "Term Loan"). The Company used the proceeds from the Credit Agreement to repay in full its prior credit facility and no further amounts can be borrowed.

 

The interest rate on the Revolving Loan was equal to daily three month LIBOR plus three percent (3.00%). The interest rate on the Term Loan was equal to daily three month LIBOR plus three and 25/100 percent (3.25%). In the Event of a Default (as defined in the Credit Agreement) under either the Revolving Loan or the Term Loan, the interest rate would increase by two percent (2.0%). Each of the Revolving Loan and the Term Loan had a maturity date of June 13, 2019. During 2015, the lender temporarily decreased the borrowing base block, thereby increasing the availability of capital under our revolving line of credit by $350,000.  The Company was charged $5,000 per week for each week in which it utilized this additional $350,000.

 

The Company was subject to a prepayment fee of up to 2.00% of the maximum Revolving Loan and Term Loan amount in the event the Credit Agreement was terminated or prepaid prior to June 13, 2018.  However, Wells Fargo waived these fees as part of the December 4, 2015 and February 29, 2016 payoffs.

 

Interest under the Revolving Loan was payable monthly in arrears. Principal and interest under the Term Loan was payable in sixty (60) monthly installments, with the first payment commencing July 1, 2014, and the final unpaid principal amount, together with all accrued and unpaid interest, charges, fees, or other advances, if any, to be paid on June 13, 2019.

 

As of December 31, 2015, the Company had $0.8 million available under the Revolving Loan.  All amounts outstanding on the Revolving Loan were paid on February 29, 2016. 

  

The Bank of Kentucky:

 

Until December 4, 2015, WESSCO owed amounts under two promissory notes (collectively, the "KY Bank Notes") in favor of KY Bank, one in the amount of $3.0 million (the "Term Note") and one in the amount of $1. 0 million (the "Line of Credit Note").  Additionally, on January 15, 2015, the Company signed a new line of credit ("2015 Line of Credit Note") in the amount of $1.0 million with KY Bank in order to purchase additional equipment. The draw period for the 2015 Line of Credit Note expired on January 14, 2016. All amounts under the KY Bank loans were repaid on December 4, 2015.

 

K&R, LLC and 7100 Grade Lane, LLC:

 

Amounts owed to K&R, LLC and 7100 Grade Lane, LLC are more fully described in Note 10 - Related Party Transactions. 

 

Long term debt as of December 31, 2016 and 2015 consisted of the following:

 

 

 

 

 

 

 

 

 

2016

 

2015

 

(in thousands)

Revolving credit facility with MidCap at December 31, 2016 and Wells Fargo at December 31, 2015. See above description for additional details

$

2,942

 

 

$

20

 

K&R, LLC related party note (See Note 10 - Related Party Transactions)

884

 

 

 

7100 Grade Lane, LLC related party note (See Note 10 - Related Party Transactions)

620

 

 

 

 

4,446

  

 

20

 

Less current maturities

2,942

 

 

20

 

 

$

1,504

 

 

$

  

 

The annual maturities of long term debt, in thousands, for the next five years and thereafter as of December 31, 2016 are as follows:

 

 

 

 

2017

$

2,942

 

2018

 

2019

 

2020

1,504

 

2021

 

 

 

 

Total long-term debt

$

4,446