Debt Disclosure [Text Block] | Note 7. Credit Facilities and Related Party Transactions Union Bank Credit Facilities On December 31, 2013, the Company entered into a Commercial Credit Agreement (the “Credit Agreement”) with MUFG Union Bank, N.A. (formerly Union Bank, N.A., “Union Bank”). The Credit Agreement initially provided for a 24 month revolving loan commitment and a 36 month term loan. While the revolving loan commitment with Union Bank remains available through December 31, 2015, the term loan was extinguished during the quarter ended September 30, 2015 using proceeds from related party borrowings (See Revolving Term Loan from related party). The revolving loan commitment includes available borrowings of up to $3,500,000 (the “Revolving Credit Loan”), consisting of revolving loans and a sublimit of letters of credit not to exceed a maximum aggregate principal amount of $1,000,000. Borrowings under the Revolving Credit Loan initially carried interest at a per annum rate of two and one-half percent (2.50%) in excess of a reference rate (“Reference Rate”), which is an index rate determined by Union Bank from time to time as a means of pricing certain extensions of credit. The Reference Rate was 3.25% as of September 30, 2015 and December 31, 2014. The Credit Agreement initially provided for a term loan in the amount of $5,000,000 (the “Term Loan Payable” and together with the Revolving Credit Loan, the “Union Bank Credit Facilities”). The Term Loan Payable was originally payable in 36 monthly payments of $138,889 beginning January 31, 2014 with interest payable at a per annum rate of two and three-quarters percent (2.75%) in excess of the Reference Rate. The Company paid $250,000 in financing costs associated with the Credit Agreement and used all of the proceeds of the Term Loan and $827,490 of the proceeds of the Revolving Credit Loan to repay in full at December 31, 2013, a promissory note entered into in July 2013 with CVC California, LLC in the principal amount of $5,800,000 plus accrued interest. The Credit Agreement contains representations and warranties, affirmative, negative and events of default, applicable to the Company and its subsidiaries which are customary for Union Bank Credit Facilities of this type. The Credit Agreement initially contained financial covenants applicable to the Company and its subsidiaries including maintaining a Fixed Charge Coverage Ratio between Adjusted EBITDA and principal and interest payments (as defined in the Credit Agreement) of not less than 1.25:1.00 as of the close of each fiscal quarter and an EBITDA (as defined in the Credit Agreement) of at least $2,750,000 as of the close of each fiscal quarter, for the 12-month period ended as of the last day of the quarter. The Company did not satisfy the previous minimum Fixed Charge Coverage Ratio requirement (1.25:1.00) and the previous minimum EBITDA requirement of $2,750,000 for the 12-month periods ended September 30, 2014 and December 31, 2014, and in connection therewith obtained waivers of such non-compliance from Union Bank for those periods. In exchange for the waivers, the Company paid Union Bank a waiver fee of $10,000, and at December 31, 2014 a prepayment in the amount of $500,000 was made and applied to the principal of the Term Loan Payable and certain provisions of the Credit Agreement were amended. On March 3, 2015, the Credit Agreement was further amended to change various contractual terms as follows: the Fixed Charge Coverage Ratio requirement was reduced for the periods ended March 31, 2015 to 0.70:1.00 and for June 30, 2015 to 1.00:1.00; the minimum EBITDA requirement for the 12-month period ended as of the last day of each of these quarters during 2015 was reduced from $2,750,000 to $1,750,000; the requirement of no incurrence of a net loss after taxes for more than two consecutive fiscal quarters was changed to be effective January 1, 2015; net principal repayments totaling $600,000 in 2015 were added to the Term Loan Payable scheduled payments ($400,000 were paid during the second quarter of 2015 and the remaining $200,000 were paid during the third quarter of 2015), and excluded from the Fixed Charge Coverage Ratio calculation; the interest rate on the Term Loan Payable and Revolving Credit Loan was increased by 1% effective March 1, 2015; and the Company paid a loan modification fee of $50,000, half of which was paid on March 31, 2015 and the other half was paid on June 30, 2015. Additional legal fees were charged by Union Bank during the first quarter of 2015 in the amount of $6,915. The Company did not satisfy the minimum EBITDA requirement for the 12-month period ended June 30, 2015, due primarily to a $715,000 one-time accrual for severance payments to Lonnie D. Schnell, the Company’s former CEO and board member, that was recognized upon separation during the three months ended June 30, 2015. On August 4, 2015, the Company obtained a waiver from Union Bank of this minimum EBITDA requirement non-compliance and paid Union Bank a waiver fee of $25,000 as a condition to the waiver. The payment and performance of all indebtedness and other obligations under the Union Bank Credit Facilities are secured by liens on substantially all of the Company assets pursuant to the terms and conditions of security agreements and guaranties executed by the Company and its principle operating subsidiaries including Talon Technologies, Inc. (U.S. operation) and Tag-It Pacific Limited (Hong Kong operation). On August 10, 2015, the Company entered into an amendment to the Credit Agreement with Union Bank, which provided for the elimination of financial covenants for the remaining term of the Credit Agreement, permitted the Company to incur $3,000,000 of subordinated indebtedness, and required the repayment of the outstanding Term Loan Payable in the principal amount of $1,440,278 plus accrued and unpaid interest by August 31, 2015. In connection with the amendment, the Company incurred approximately $18,000 in legal fees, representing additional financing costs to the Union Bank Credit Facilities. On August 11, 2015, the Company received an advance from Princess Investment Holdings Inc. (“Princess Investment”) (which is a related company of Kutula Holdings, a major stockholder and related party to our Company), and on August 12, 2015 we paid off the outstanding Term Loan Payable from Union Bank as well as the unpaid interest. The Company has accounted for the payment in full of the Term Loan Payable as a debt extinguishment in accordance with FASB ASC No. 405 “ Liabilities Debt, Modifications and Extinguishments The Company had outstanding borrowings as of September 30, 2015 and December 31, 2014 of $1,600,000 and $4,333,334, respectively, under the Union Bank Credit Facilities, of which $1,600,000 and $1,500,000, respectively, relates to obligations under the Revolving Credit Loan and at December 31, 2014 the remainder relates to the Term Loan Payable. During the nine months ended September 30, 2015, the Company obtained advances under the Revolving Credit Loan of $700,000, with no borrowings during the three months ended September 30, 2015, and repayments of $600,000 during the three and nine months ended September 30, 2015, resulting in a net increase in the outstanding borrowings to $1,600,000 at September 30, 2015. Approximately $331,000 remained in available borrowings under the Revolving Credit Loan as of September 30, 2015. The Revolving Term Loan commitment with Union Bank will terminate on December 31, 2015 and the Company intends to refinance its loan with Union Bank by such date using proceeds from an alternate financing source. Revolving Term Loan from Related Party On August 10, 2015, the Company entered into a loan and reimbursement agreement (“Loan Agreement”) with Princess Investment (which is a related company of Kutula Holdings, a major stockholder and related party to our Company), pursuant to which Princess Investment agreed to make available to the Company a loan of up to $3,000,000 (“Revolving Term Loan”). Advances under the Loan Agreement will accrue interest on the unpaid principal balance at an annual rate of 12.5%. Accrued interest on the Revolving Term Loan is payable monthly beginning September 1, 2015, and the principal amount is payable in monthly installments beginning September 1, 2016 and continuing through the maturity date of August 10, 2018. On August 11, 2015, the Company received an advance from Princess Investment under the Loan Agreement in the amount of $1,500,000, of which $1,440,278 was used to pay off the Term Loan Payable to Union Bank on August 12, 2015. The Company borrowed an additional $500,000 during the three months ended September 30, 2015, and had an outstanding balance of $2,000,000 under the Revolving Term Loan from Princess Investment at September 30, 2015 (reflecting a balance of $1,888 ,551 net of debt discounts). Approximately $1,000,000 remained in available borrowings under the Revolving Term Loan as of September 30, 2015 . The payment and performance of all our indebtedness and other obligations to Princess Investment, including all borrowings under the Loan Agreement, are guaranteed by the Company’s subsidiaries Talon Technologies, Inc. and Tag-It Pacific Limited pursuant to a Guaranty Agreement. The payment and performance of all of our indebtedness and other obligations to Princess Investment under the Loan Agreement and related agreements are secured by liens on substantially all of the assets of the Company and its subsidiary guarantors pursuant to the terms and conditions of a Pledge and Security Agreement executed by the Company and guarantors in favor of Princess Investment. Total interest related to the Revolving Term Loan for the three and nine months ended September 30, 2015 amounted to $27,397. Total financing costs related to the Revolving Term Loan during the three and nine months ended September 30, 2015 amounted to $99,011, of which $60,000 will be paid upon maturity. The financing costs are being amortized over the three year term of the Loan. Pursuant to the Loan Agreement, the Company issued Princess Investment warrants to purchase 1,000,000 shares of the Company’s common stock. The warrants are exercisable immediately upon issuance for a five-year period at an exercise price of $0.18 per share on a cashless basis. After consideration of FASB ASC 480 “ Distinguishing Liability and Equity “ Derivatives and Hedging ”, the Company concluded that the warrants should be recorded as an equity instrument. The fair value of the warrants of $130,000 issued with this debt facility was valued using the Black-Scholes model, and the portion of the warrants and the Revolving Term Note were allocated using the relative fair value method in accordance with ASC 470-20-25-2. As a result, the allocated amount for the warrants amounted to $119,632 and were recorded as additional paid in capital, and reflected as a debt discount to the face value of the Revolving Term Note. The discount is being amortized over the term of the Loan and recognized as additional interest cost as amortized. Interest expense, net, included on the Company’s Consolidated Statements of Operations and Comprehensive Income is comprised as follows: Three M onths Ended September 30 , Nine Months Ended September 30 , 201 5 201 4 201 5 201 4 Revolving credit loan $ 35,841 $ 14,695 $ 96,543 $ 45,441 Revolving term loan from related party 27,397 - 27,397 - Term loan payable 12,257 60,743 93,280 201,831 Amortization of deferred financing cost 43,021 22,569 100,935 67,708 Amortization of debt discounts 8,183 - 8,183 - Total Credit Facilities related interest expense 126,699 98,007 326,338 314,980 Other interest expense, net 1,267 (1,136 ) 2,189 2,776 Interest expense , net $ 127,966 $ 96,871 $ 328,527 $ 317,756 |