Item 1.01. Entry into a Material Definitive Agreement.
Renewal of $5.0 Million Working Capital Loan Agreement
On January 15, 2013, The Goldfield Corporation (the "Company"), and Branch
Banking & Trust Company ("BB&T") entered into a loan renewal of a $5,000,000
Loan Agreement (the "Working Capital Loan") entered into by the parties on
August 26, 2005 and either modified or renewed on March 14, 2006, August 26,
2006, September 27, 2007, November 25, 2008, December 29, 2009, February 22,
2011, January 4, 2012, April 17, 2012, July 16, 2012, and again on September 17,
2012, which was due and payable in full on January 16, 2013. There were no
borrowings outstanding under the Working Capital Loan as of January 15, 2013.
Pursuant to the loan renewal the Working Capital Loan will mature and all
amounts due thereunder will be due and payable in full on January 16, 2014,
unless extended by BB&T at its discretion. The Working Capital Loan provides the
Company with a line of credit to be used for working capital, capital
expenditures and general corporate purposes. The Company's wholly owned
subsidiaries, Southeast Power Corporation ("Southeast Power"), Bayswater
Development Corporation ("Bayswater"), and Pineapple House of Brevard, Inc.
("Pineapple House"), agreed to guarantee the Company's obligations under any and
all notes, draft, debts, obligations and liabilities or agreements evidencing
any such indebtedness, obligations or liability including all renewals,
extensions and modifications thereof.
Pursuant to the loan renewal described above (the "Loan Renewal"), until the
Working Capital Loan matures, the Company must make monthly payments of interest
to BB&T in arrears at interest rates determined and upon the terms and
conditions as set forth in the Loan Renewal. Advances under the Loan Renewal
will bear interest at a rate per annum equal to One Month LIBOR (as defined in
the Loan Renewal) plus 2.50%, which will be adjusted monthly and subject to a
maximum rate of 24.00%. In addition, within the Working Capital Loan Financial
Covenants Section V, the paragraph beginning Tangible Net Worth was deleted and
replaced to modify the minimum tangible net worth threshold. The minimum
tangible net worth threshold was $12.5 million, plus annual increases of 50% of
the positive net income for each fiscal year commencing with the fiscal year
ended December 31, 2012, and was changed to $18.0 million, beginning with the
Company's fiscal year ending December 31, 2012. All of the terms of the Working
Capital Loan and related ancillary agreements remain unchanged and are described
in the Company's previously filed Current Reports on Form 8-K filed on September
1, 2005, March 20, 2006, October 2, 2006, September 28, 2007, November 25, 2008,
January 5, 2010, February 28, 2011, January 9, 2012, April 24, 2012, July 20,
2012 and September 21, 2012.
The foregoing description of the Loan Renewal does not purport to summarize all
of the provisions of this document and is qualified in its entirety by reference
to the Renewal Promissory Note and the Addendum to Renewal Promissory Note filed
as Exhibit 10-1 and Exhibit 10-2, respectively, to this Current Report on Form
8-K, and to the description of the Working Capital Loan in the Company's Current
Reports on Form 8-K filed on September 1, 2005, March 20, 2006, October 2, 2006,
September 28, 2007, November 25, 2008, January 5, 2010, February 28, 2011,
January 9, 2012, April 24, 2012, July 20, 2012 and September 21, 2012 and the
related exhibits thereto, and each of the foregoing is incorporated herein by
reference.
Modification of Southeast Power $1.5 Million Loan Agreement
On January 15, 2013, Southeast Power, Bayswater, Pineapple House, and the
Company, and BB&T entered into an Addendum to the Loan Agreement to effect a
modification to the loan agreement entered into by the parties on April 17,
2012, and modified on July 16, 2012, and September 17, 2012, (the "Southeast
Power $1.5 Million Loan Agreement"), which is due and payable in full on October
17, 2016. The maximum principal amount of the loan is $1.5 million. Borrowings
outstanding under the Southeast Power $1.5 Million Loan Agreement were $1.4
million as of January 15, 2013.
Pursuant to the Addendum to the Loan Agreement, the Financial Covenants Section
V, the paragraph beginning Tangible Net Worth, was deleted and replaced to
modify the minimum tangible net worth threshold from $12.5 million, plus annual
increases of 50% of the positive net income for each fiscal year, commencing
with the
fiscal year ended December 31, 2012, to $18.0 million, beginning with the
Company's fiscal year ending December 31, 2012. All of the
other terms of the Southeast Power $1.5 Million Loan Agreement and related
ancillary agreements remain unchanged and are described in the Company's Current
Report on Form 8-K filed on April 24, 2012, July 20, 2012 and September 21,
2012.
The foregoing description of the Addendum to the Loan Agreement does not purport
to summarize all of the provisions of this document and is qualified in its
entirety by reference to the Addendum to the Loan Agreement filed as Exhibit
10-5 to this Current Report on Form 8-K, and to the description of the Southeast
Power $1.5 Million Loan Agreement in the Company's Current Report on Form 8-K
filed on April 24, 2012, July 20, 2012 and September 21, 2012 and the related
exhibits thereto, with each of the foregoing incorporated herein by reference.
Modification of Southeast Power $4.25 Million Loan Agreement
On January 15, 2013, Southeast Power, Bayswater, Pineapple House, and the
Company, and BB&T entered into an Addendum to the Loan Agreement to effect a
modification to the loan agreement entered into by the parties on September 17,
2012 (the "Southeast Power $4.25 Million Loan Agreement"), which is due and
payable in full on September 19, 2016. The maximum principal amount of the loan
is $4.25 million. Borrowings outstanding under the Southeast Power $4.25 Million
Loan Agreement were $4.25 million as of January 15, 2013.
Pursuant to the Addendum to the Loan Agreement, the Financial Covenants Section
V, the paragraph beginning Tangible Net Worth, was deleted and replaced to
modify the minimum tangible net worth threshold from $12.5 million, plus annual
increases of 50% of the positive net income for each fiscal year, commencing
with the fiscal year ended December 31, 2012, to $18.0 million, beginning with
the Company's fiscal year ending December 31, 2012. All of the other terms of
the Southeast Power $4.25 Million Loan Agreement and related ancillary
agreements remain unchanged and are described in the Company's Current Reports
on Form 8-K filed on September 21, 2012.
The foregoing description of the Addendum to the Loan Agreement does not purport
to summarize all of the provisions of this document and is qualified in its
entirety by reference to the Addendum to the Loan Agreement filed as Exhibit
10-6 to this Current Report on Form 8-K, and to the description of the Southeast
Power $4.25 Million Loan Agreement in the Company's Current Reports on Form 8-K
filed on September 21, 2012, and the related exhibits thereto, with each of the
foregoing incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth, and the exhibits identified, in Item 1.01 are
incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of Exhibit
10-1 Renewal Promissory Note dated January 15, 2013
10-2 Addendum to Renewal Promissory Note dated January 15, 2013
10-3 Loan Agreement dated January 15, 2013
10-4 Guaranty Agreement dated January 15, 2013
10-5 Addendum to the Loan Agreement dated January 15, 2013 relating to
Southeast Power $1.5 Million Loan Agreement
10-6 Addendum to the Loan Agreement dated January 15, 2013 relating to
Southeast Power $4.25 Million Loan Agreement
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