We have outstanding indebtedness (described below), most of which is secured by assets of various DSS subsidiaries and guaranteed by the Company. Given our history of operating losses and our cash position, there is a risk that we may not be able to repay indebtedness when due. If we were to default on any of our other indebtedness that require payments of cash to settle such default and we do not receive an extension or a waiver from the creditor and the creditor were to foreclose on the secured assets, it could have a material adverse effect on our business, financial condition, and operating results.
As of December 31, 2023, we had the following significant amounts of outstanding indebtedness:
- Premier Packaging entered into master loan and security agreement ("BOA Note") with Bank of America, N.A. ("BOA") to secure financing approximating $3,710,000 to purchase a new Heidelberg XL 106-7+L printing press. The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing. As of December 31, 2023, and December 31, 2022, the outstanding principal on the BOA Note was $2,932,000 and $3,406,000, respectively and had an interest rate of 4.63%. As of December 31, 2023, $491,000 was included in the current portion of long-term debt, net, and the remaining balance of approximately $2,442,000 recorded as long-term debt, The BOA Note contains certain covenants that are analyzed annually. As of December 31, 2023, Premier is in compliance with these covenants. - AMRE Shelton, LLC., ("AMRE Shelton") a subsidiary of AMRE, entered into a loan agreement ("Shelton Agreement") with Patriot Bank, N.A. ("Patriot Bank") in an amount up to $6,155,000, with the amount financed approximating $5,105,000. The Shelton Agreement contains monthly payments of principal and an initial interest of 4.25%. The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5-year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $2,829,000 due at term end. The net book value of these assets as of December 31, 2023 approximated $6,279,000. - $3,000,000 loan agreement with BMIC ("BMIC Loan"), between LVAM and BMIC with interest to be charged at a variable rate to be calculated at the maturity date. The BMIC Loan matured on October 12, 2022 and both parties agree based on the language of the loan documents that the loan will keep extending an additional 3 months until either party cancels the extension. - $41,331,000 remaining principal balance, net of deferred financing costs, loan agreement ("LifeCare Agreement") between AMRE LifeCare Portfolio, LLC ("AMRE LifeCare") a subsidiary of AMRE, and Pinnacle Bank ("Pinnacle"). The LifeCare Agreement has a variable interest rate which equated to 9.6% on December 31, 2023. This note is due as of the date of this filing. - AMRE Winter Haven, LLC ("AMRE Winter Haven") and Pinnacle Bank ("Pinnacle") entered a term loan ("Pinnacle Loan") whereas Pinnacle lent to AMRE Winter Haven the principal sum of $2,990,000, maturing on March 7, 2024. Payments are to be made in equal, consecutive installments based on a 25-year amortization period with interest at 4.28%. The outstanding principal and interest, net of debt issuance costs of $17,000, approximates $2,977,000 and is included in long-term debt, net on the accompanying consolidated balance sheet at December 31, 2023. This note is in default and demand was made for final payment to be made by December 22, 2023. This amount is past due.
Both the Winter Haven and LifeCare agreements contain various covenants which are tested annually as of December 31. For the year ended December 31, 2023, AMRE Winter Haven and LifeCare were not in compliance with the annual covenants and these loans are in default.