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LINE OF CREDIT AND LONG-TERM DEBT
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
LINE OF CREDIT AND LONG-TERM DEBT

 

  8. LINE OF CREDIT AND LONG-TERM DEBT

 

Western Alliance Bank Loan and Security Agreement

 

On December 12, 2025, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Western Alliance Bank (the “Bank”). The Loan and Security Agreement provides for a revolving line of credit in the maximum principal amount of $10,000,000 (the “Revolving Line”) and a term loan in the original principal amount of $10,000,000 (the “Term Loan” and, together with the Revolving Line, the “Credit Facilities”). WMI and Compac, have guaranteed the Company’s obligations under the Loan and Security Agreement.

 

Borrowings under the Credit Facilities bear interest at a variable rate equal to the 1-month Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin as set forth in the Loan and Security Agreement. During the continuance of an event of default, all outstanding obligations bear interest at a rate equal to 5% above the rate otherwise applicable.

 

The SOFR Rate was 3.9% as of December 31, 2025 and as such, the Company’s interest rate on the Revolving Loan and Term Loan was 6.4% as of December 31, 2025.

 

 

The Credit Facilities mature on December 12, 2030. The Term Loan was funded in full on the closing date and is repayable in scheduled quarterly installments beginning on April 5, 2026. Maturities on long term debt are as follows:

 

Period   Year Ended
December 31,
 
2026   $187,500 
2027   $250,000 
2028   $437,500 
2029   $687,500 
2030   $8,437,500 
Total   $10,000,000 

 

Borrowings under the Revolving Line may be made, repaid and reborrowed from time to time before the maturity date, subject to the other conditions set forth in the Loan and Security Agreement. Voluntary prepayments of the Credit Facilities are permitted at any time without premium or penalty, other than customary breakage amounts, and the Loan and Security Agreement requires mandatory prepayments in certain circumstances.

 

The Loan and Security Agreement requires the Company to pay an unused commitment fee equal to 0.40% per annum on the unused portion of the Revolving Line and to pay fees and charges in connection with any letters of credit and any cash management services provided by the Bank and to reimburse the Bank’s expenses as provided in the Loan and Security Agreement.

 

The Company’s obligations under the Loan and Security Agreement, and the guaranties of WMI and Compac, are secured by a first-priority security interest in substantially all of the personal property assets of the Company and the guarantors, in each case subject to permitted liens and customary exclusions as set forth in the Loan and Security Agreement and related security documents.

 

The Loan and Security Agreement contains customary affirmative, negative and financial covenants. Among other things, these covenants impose limitations, subject to agreed exceptions, on the ability of the Company and its subsidiaries to incur additional indebtedness, grant liens, make certain investments, dispose of assets, pay dividends and other restricted payments, enter into certain transactions with affiliates and effect certain mergers or other fundamental changes. The Loan and Security Agreement also includes quarterly tested financial covenants, including a minimum Consolidated Fixed Charge Coverage Ratio of 1.25 to 1.00 and a maximum Funded Leverage Ratio that is initially 3.75 to 1.00 through December 31, 2026 and is reduced to 3.50 to 1.00 from January 1, 2027 onward, in each case as defined in and calculated under the Loan and Security Agreement.

 

The Loan and Security Agreement includes customary events of default, including payment defaults, covenant defaults, certain cross-defaults, certain events of bankruptcy or insolvency, certain unsatisfied judgments, certain ERISA events and certain change-of-control events. If an event of default occurs and is continuing, the Bank may, subject to the terms of the Loan and Security Agreement, declare all or a portion of the outstanding obligations under the Credit Facilities to be immediately due and payable, terminate the commitments and exercise other rights and remedies available to it, including with respect to the collateral.

 

Termination of Amended and Restated Credit Agreement.

 

Previous to the Loan and Security Agreement, the Company was a party to an Amended and Restated Credit Agreement on March 24, 2016 with the lenders named therein and BankUnited, N.A. as Sole Arranger, Agent and a Lender, dated as of March 24, 2016 (as amended, the “BankUnited Facility”). The BankUnited Facility originally provided for a revolving credit loan commitment of $30 million (the “BankUnited Revolving Loan”) and a $10 million term loan (“BankUnited Term Loan”). The BankUnited Revolving Loan bore interest at a rate based upon a pricing grid, as defined in the BankUnited Facility.

 

The BankUnited Facility, as amended, required us to maintain the following financial covenants: (a) minimum debt service coverage ratio of no less than 1.5 to 1.0 for trailing four fiscal quarter periods; (b) maximum leverage ratio of no less than 4.0 to 1.0 for trailing four fiscal quarter periods; (c) minimum net income after taxes as of the end of each fiscal quarter being no less than $1.00; and (d) a minimum adjusted EBITDA at the end of each fiscal quarter of no less than $1.0 million.

 

On December 12, 2025, in connection with entering into the Loan and Security Agreement, the Company used a portion of the proceeds of the Credit Facilities, including the full $10 million amount of the Term Loan and borrowings under the Revolving Line in the approximate principal amount of $6,220,722 to repay in full all outstanding obligations under BankUnited Facility. Upon such repayment, the BankUnited Facility and the related loan documents were terminated in accordance with their terms, and all liens and security interests securing the obligations thereunder were released. The Company did not incur any early termination or prepayment penalties in connection with the termination of the BankUnited Facility.

 

 

The Company anticipates using the remaining availability under the Credit Facilities for working capital and general corporate purposes, in each case to the extent permitted under the Loan and Security Agreement.

 

As of December 31, 2025 the Company had $18,373,672 outstanding under the Loan and Security Agreement; $8,373,672 under the Revolving Line and $10,000,000 under the Term Loan. Both loans mature December 12, 2030. As of December 31, 2024, the Company had an aggregate of $17,390,000 outstanding under the BankUnited Facility.

 

The Company has cumulatively paid approximately $243,220 of total debt issuance costs in connection with the Loan and Security Agreement of which approximately $243,220 is unamortized and $121,610 is included in other assets and $121,610 is reflected as a reduction of the Term Loan at December 31, 2025.

 

Included in the long-term debt are financing leases and notes payable totaling $0 and $26,483 at December 31, 2025 and 2024, respectively, including a current portion of $0 and $26,483, respectively.