Quarterly report pursuant to Section 13 or 15(d)

Long Term Debt

v3.21.1
Long Term Debt
6 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Long Term Debt

Note 5:

Long Term Debt

 

Long-term debt as of March 31, 2021 and September 30, 2020 consisted of the following:

 

 

 

March 31,  2021

 

 

September 30, 2020

 

Bank of America Revolver Loan

 

$

 

 

$

 

Encina Business Credit Revolver Loan

 

 

12,227

 

 

 

14,886

 

Texas Capital Bank Revolver Loan

 

 

5,486

 

 

 

7,115

 

Crossroads Financial Revolver Loan

 

 

618

 

 

 

883

 

Encina Business Credit Term Loan

 

 

1,491

 

 

 

1,663

 

Note Payable Comvest Term Loan

 

 

 

 

 

5,554

 

Note Payable to the Sellers of Vintage Stock

 

 

8,000

 

 

 

10,000

 

Note #1 Payable to Banc of America Leasing & Capital LLC

 

 

803

 

 

 

1,229

 

Note #3 Payable to Banc of America Leasing & Capital LLC

 

 

1,594

 

 

 

1,862

 

Note #4 Payable to Banc of America Leasing & Capital LLC

 

 

490

 

 

 

572

 

Note #5 Payable to Banc of America Leasing & Capital LLC

 

 

2,264

 

 

 

2,538

 

Note #6 Payable to Banc of America Leasing & Capital LLC

 

 

689

 

 

 

758

 

Note #7 Payable to Banc of America Leasing & Capital LLC

 

 

4,403

 

 

 

4,681

 

Note #8 Payable to Banc of America Leasing & Capital LLC

 

 

3,158

 

 

 

3,091

 

Note Payable to Extruded Fibers

 

 

1,300

 

 

 

2,900

 

Note Payable to JCM Holdings

 

 

1,918

 

 

 

 

Note Payable to the Sellers of Precision Marshall

 

 

2,500

 

 

 

2,500

 

Note Payable to Store Capital Acquisitions, LLC

 

 

9,226

 

 

 

9,243

 

Payroll  Protection Program

 

 

4,768

 

 

 

6,151

 

JanOne Inc. (Note 11)

 

 

 

 

 

 

Isaac Capital Group

 

 

2,000

 

 

 

2,000

 

Spriggs Investments, LLC

 

 

2,000

 

 

 

2,000

 

Sellers of Lonesome Oak

 

 

1,254

 

 

 

1,297

 

Note payable to individuals, interest at 10-11% per annum, payable on a 90 day written notice,

   unsecured

 

 

707

 

 

 

707

 

Note payable to individuals, interest at 7% per annum, unsecured

 

 

259

 

 

 

 

Note payable to individual, noninterest bearing, monthly payments of $19 through March 2023

 

 

633

 

 

 

810

 

Total notes payable

 

 

67,788

 

 

 

82,440

 

Less unamortized debt issuance costs

 

 

(931

)

 

 

(1,767

)

Net amount

 

 

66,857

 

 

 

80,673

 

Less current portion

 

 

(9,878

)

 

 

(13,283

)

Long-term portion

 

$

56,979

 

 

$

67,390

 

 

Future maturities of long-term debt at March 31, 2021, are as follows which does not include related party debt separately stated:

 

Twelve months ending March 31,

 

 

 

 

2022

 

$

9,878

 

2023

 

 

15,762

 

2024

 

 

24,251

 

2025

 

 

2,091

 

2026

 

 

3,472

 

Thereafter

 

 

12,334

 

Total

 

$

67,788

 

 

Bank of America Revolver Loan

On July 6, 2015 (as amended), Marquis entered into a $25,000 revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is an asset-based facility that matures on January 31, 2025 and is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation.  Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including satisfying all loan covenants under the credit agreement with BofA.    

The following tables summarize the BofA Revolver for the six months ended March 31, 2021 and 2020 and as of March 31, 2021 and September 30, 2020:

 

 

 

During the six months ended March 31,

 

 

 

2021

 

 

2020

 

Cumulative borrowing during the period

 

$

62,263

 

 

$

60,479

 

Cumulative repayment during the period

 

 

66,973

 

 

 

55,035

 

Maximum borrowed during the period

 

 

 

 

 

11,347

 

Weighted average interest for the period

 

 

0.00

%

 

 

3.52

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,  2021

 

 

September 30, 2020

 

Total availability

 

$

29,207

 

 

$

21,732

 

Total outstanding

 

 

 

 

 

 

 

Loans with Encina Business Credit, LLC

On July 14, 2020, Precision entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC, as Agent (the “Agent”).  The Loan Agreement provides for secured revolving loans (the “Encina Revolver Loans”) in a principal amount not to exceed the lesser of (i) $23,500 and (ii) a borrowing base equal to the sum of Precision’s (a) 85% of eligible accounts receivable, plus (b) 85% of eligible inventory, subject to an eligible inventory sublimit that begins at $14,000 and declines to $12,000 during the term of the Loan Agreement, minus (c) customary reserves.  

The following tables summarize the Encina Revolver Loans for the for the six months ended March 31, 2021 and 2020 and as of March 31, 2021 and September 30, 2020:

 

 

During the six months ended March 31,

 

 

 

2021

 

 

2020

 

Cumulative borrowing during the period

 

$

19,525

 

 

$

 

Cumulative repayment during the period

 

 

22,185

 

 

 

 

Maximum borrowed during the period

 

 

1,100

 

 

 

 

Weighted average interest for the period

 

 

6.50

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,  2021

 

 

September 30, 2020

 

Total availability

 

$

1,606

 

 

$

421

 

Total outstanding

 

 

12,227

 

 

 

14,886

 

Texas Capital Bank Revolver Loan

On November 3, 2016, Vintage Stock entered into a $12,000 credit agreement (as amended on January 23, 2017, amended on September 20, 2017, June 7, 2018, September 24, 2019 and September 30, 2020) with Texas Capital Bank (“TCB Revolver”). The TCB Revolver is a five-year, asset-based facility that is secured by substantially all of Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. The TCB Revolver matures November 3, 2023.

The following tables summarize the TCB Revolver for the six months ended March 31, 2021 and 2020 and as of March 31, 2021 and September 30, 2020:

 

 

 

During the six months ended March 31,

 

 

 

2021

 

 

2020

 

Cumulative borrowing during the period

 

$

44,915

 

 

$

35,808

 

Cumulative repayment during the period

 

 

46,544

 

 

 

37,831

 

Maximum borrowed during the period

 

 

8,930

 

 

 

11,798

 

Weighted average interest for the period

 

 

2.38

%

 

 

4.02

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,  2021

 

 

September 30, 2020

 

Total availability

 

$

6,514

 

 

$

5,520

 

Total outstanding

 

 

5,486

 

 

 

7,115

 

Crossroads Revolver

On March 15, 2019, ApplianceSmart, Inc. (the “Borrower”), entered into a Loan and Security Agreement (the “Crossroads Revolver”) with Crossroads Financing, LLC (“Crossroads”), providing for a $4,000 revolving credit facility, subject to a borrowing base limitation (the “ABL Facility”). The borrowing base for the ABL Facility at any time equals the lower of (i) up to 75% of inventory cost or (ii) up to 85% of net orderly liquidation value, in each case as further described in the Loan Agreement.

On March 3, 2020, the Company executed a guaranty agreement to Crossroads to induce Crossroads to continue to extend financial accommodations and consent to use of cash collateral to ApplianceSmart.  The amount of the guaranty is $1,200.  The guaranty terminates at such time as ApplianceSmart has paid in full all amounts owed by it to Crossroads.  The Company expects the guaranty to continue in effect until August 2021. In addition, certain executive officers of the Borrower have agreed to provide validity guarantees.

On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. See Note 11 for a complete discussion.

Note payable to JCM Holdings

 

During October 2020, Marquis purchased a manufacturing facility for $2,500.  Marquis had previously been leasing this facility.  Additionally, Marquis entered into a $2,000 loan agreement with the seller of the facility, which is secured by the facility, in order to complete the purchase of the facility.  The loan bears interest at 6% due monthly and matures January 2030.    

 

Comvest Loan

During January 2021, the Company paid the Comvest loan in full and, as a result, the loan agreement and the related instruments, documents, and agreements, were terminated.

 

Precision PPP Loan

During February 2021, Precision received notice that its $1,382 payroll protection program loan has been forgiven and no amounts are owed.  

Loan Covenant Compliance

We were in compliance as of March 31, 2021 with all covenants under our existing revolving and other loan agreements, with the exception of covenants related to the Crossroads Revolver.