XML 26 R16.htm IDEA: XBRL DOCUMENT v3.7.0.1
Note 11. Subsequent Events
9 Months Ended
Mar. 31, 2017
Notes  
Note 11. Subsequent Events

NOTE 11.  SUBSEQUENT EVENTS

On March 21, 2017 the Company entered into a definitive agreement (the “Asset Purchase Agreement”) to acquire substantially all the assets of Hausmann Industries, Inc., a New Jersey corporation (“Hausmann”) for $10.0 million in cash, subject to adjustment, as provided in the Asset Purchase Agreement (the “Acquisition”). The Acquisition was effected through Hausmann Enterprises, LLC, a newly formed Utah limited liability company, wholly owned by the Company (the "Acquisition Subsidiary") and closed on April 3, 2017.

Financing for the Acquisition was provided by proceeds from the sale of equity securities in a private offering to accredited investor (the “Private Placement”) and borrowings under the Loan and Security Agreement (see Note 9). Closing of the Private Placement occurred concurrently with the closing of the Acquisition.  At the closing of the Acquisition, the Company paid Hausmann $9.0 million of the $10.0 million purchase price holding back $1.0 million for purposes of satisfying adjustments to the purchase price as may be required by the Asset Purchase Agreement and indemnification claims, if any. Subject to adjustments or claims as provided by the Asset Purchase Agreement, 25% of the holdback amount will be released to Hausmann on January 1, 2018, and the balance will be released to Hausmann 18 months after closing. As part of the Acquisition, the Company assumed certain liabilities and obligations of Hausmann related to its ongoing business (primarily trade accounts and similar obligations in the ordinary course).

In connection with the Acquisition, the Company sold equity securities for gross proceeds of $7,795,000 in the Private Placement pursuant to the terms of a Securities Purchase Agreement dated March 21, 2017 (the "Securities Purchase Agreement") entered into with certain accredited investors, including institutional investors (the "Investors").  The securities sold in the Private Placement were a total of 1,559,000 Units at $5.00 per Unit, each Unit made up of: (1) one share of common stock priced at $2.50 per share, (2) one share of the Company’s newly designated, no par value share Series B Convertible Preferred Stock ("Series B Preferred") priced at $2.50 per share, and a common stock purchase warrant (the “Series B Warrants”) to purchase 1.5 shares of common stock, exercisable at $2.75 per share for six years. Ladenburg Thalmann & Co. Inc. ("Ladenburg") acted as placement agent in connection with the Private Placement and the Company paid Ladenburg fees for its services for introducing Investors to the Company. In connection with the closing of the Private Placement, the Company agreed to file a registration statement with the SEC to register all shares of common stock issuable as part of the Units, as well as all shares of common stock underlying conversion of the Series B Preferred or payment of Series B dividends or issuable upon exercise of the Series B Warrants.  The Company filed a registration statement on January 27, 2017 to fulfill these obligations and the registration statement became effective on February 10, 2017.

Also in connection with the Acquisition, Acquisition Subsidiary entered into an agreement with Hausmann to lease the 60,000 square-foot manufacturing and office facility in Northvale, New Jersey (the "Facility") effective as of April 3, 2017 (the "Lease") with an initial two-year term, annual lease payments of $360,000 for the first year, and 2% increases in each subsequent year. The Lease grants Acquisition Subsidiary two options to extend the term of the Lease for two years per extension term, subject to annual 2% per year increases in base rent, and a third option at the end of the second option term for an additional five-years at fair market value.  The Company also offered employment to Hausmann’s employees at closing including David Hausmann, the primary stockholder of Hausmann and its former principal executive officer. Mr. Hausmann entered into an employment agreement with the Company effective as of April 3, 2017 to assist in the transition of the acquired business.

In April 2017, the Company paid approximately $94,000 of preferred stock dividends with respect to Series A Preferred that accrued in the quarter ended March 31, 2017.  The Company paid the dividends by issuing 32,975 shares of common stock and the payment of $15,600 cash.