DEBT

9 Months Ended

Sep. 30, 2011

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 10 — DEBT

SHORT-TERM BORROWINGS

P&F along with Florida Pneumatic, Hy-Tech and Nationwide, entered into a Credit Agreement, (“Credit Agreement”) with Capital One Leverage Finance Corporation, as agent (“COLF”). The Credit Agreement, entered into in October 2010, has a three-year term, with maximum borrowings of $22,000,000.  The Credit Agreement provides for a Revolving Credit Facility (“Revolver”) with a maximum borrowing of $15,910,000. At September 30, 2011 and December 31, 2010, the balances owing on the Revolver were $5,721,000 and $9,996,000, respectively.  Direct borrowings under the Revolver are secured by the Company’s accounts receivable, mortgages on the Company’s real property located in Cranberry, PA, Jupiter, FL and Tampa, FL,  inventory and equipment and are cross-guaranteed by certain of the Company’s subsidiaries (the “Subsidiary Guarantors”). Revolver borrowings bear interest at LIBOR (London InterBank Offered Rate) or the Base Rate, as defined in the Credit Agreement, plus the currently applicable margin rates. Beginning April 1, 2011, the loan margins applicable to borrowings on the Revolver are determined based upon the computation of total debt divided by earnings before interest, taxes, depreciation and amortization (“EBITDA”). Applicable loan margins will range from 3.25% to 4.00% for LIBOR borrowings and from 2.25% to 3.00% for borrowings at the Base Rate. Loan margins added to Revolver borrowings at September 30, 2011 were 3.25% and 2.25%, respectively, for borrowings at LIBOR and the Base Rate. Loan margins added to Revolver borrowings at December 31, 2010 were 3.75% and 2.75%, respectively, for borrowings at LIBOR and the Base Rate.

The Company incurs an unused line fee ranging from one-half percent (0.50%) to three-quarters percent (0.75%), depending on the percentage of the Revolver to the Credit Facility. Should the Company terminate the Credit Facility prior to maturity, the Credit Agreement provides for a prepayment fee of one percent (1.00%) of the total Credit Facility if terminated during the first year, and one-half percent (0.50%) if terminated during the second year.   The Company is also required to provide, among other things, monthly financial statements and monthly borrowing base certificates.  The Company is subject to various financial covenants, with which the Company remains in compliance. If an event of default occurs under this Credit Agreement, the interest rate would increase by two percent per annum until such event of default has been cured.

LONG-TERM DEBT

The Credit Agreement also contains a $6,090,000 term loan (the “Term Loan”), which is secured by the Company’s accounts receivable, mortgages on the Company’s real property located in Cranberry, PA, Jupiter, FL and Tampa, FL, inventory and equipment and are cross-guaranteed by the Subsidiary Guarantors.  The Term Loan amortizes $33,833 each month with a balloon payment at maturity of the Credit Agreement.  The balance due on the Term Loan at September 30, 2011 and December 31, 2010 was $5,752,000 and $6,056,000, respectively. With respect to the Term Loan, the Credit Agreement requires the Company to make prepayments of 25% of annual excess cash flow, as defined in the Credit Agreement, plus any net proceeds in the event of a sale of any real estate assets. Term Loan borrowings bear interest at LIBOR or the Base Rate plus the currently applicable margin rates, were 5.75% and 4.75%, which at September 30, 2011 and December 31, 2010, respectively.

In April 2010, as part of an amendment to the Company’s prior credit agreement, the Company was required to obtain subordinated loans of $750,000, the (“Subordinated Loans”). The Subordinated Loans were, provided by the Company’s Chief Executive Officer, President and Chairman of the Board of Directors, (“CEO”), in the amount of $250,000, and an unrelated party, in the amount of $500,000 and are due October 25, 2013. These Subordinated Loans bear interest at 8% per annum. For the three and nine-month periods ended September 30, 2011, the Company paid interest of $4,000 and $14,000, respectively, to the CEO.  As of the date of this filing, all interest earned through September 30, 2011 has been paid.  Pursuant to a subordination agreement with COLF, the principal amount owed to the unrelated third party may be repaid from excess cash flows, as defined in such subordination agreement. In August 2011, the Company paid $206,000 of principal to the unrelated third party.  As a result, the remaining balance due on the Subordinated Loan from the unrelated third party was $115,000. 

Under the terms of the Credit Agreement with COLF, the Company, in October 2010, paid $685,000 to the sellers of Hy-Tech, representing 50% of the outstanding loan amount plus accrued interest.  Pursuant to a subordination agreement with COLF, the balance of $573,000 owed to the sellers of Hy-Tech as of September 30, 2011 may be repaid from excess cash flows, as defined in such subordination agreement.  This obligation incurs interest at 8% per annum.  See Note 14 below for further discussion. 

At September 30, 2011, there were no foreign currency forward contracts outstanding.