Bank Credit Facility | Bank Credit Facility Amended and Restated Credit Facility Effective December 31, 2015 , the Company and its subsidiaries entered into a $35 million amended and restated senior secured credit facility with BMO Harris Bank N.A. and its Canadian affiliate, Bank of Montreal (the “ Amended Credit Facility ” or “ Credit Facility ”) which replaced the original Credit Facility with them (the “ Original Credit Facility ”). The Amended Credit Facility contained substantially the same terms as the Original Credit Facility except for adjustments to covenants which are discussed below. Previous borrowings under the Original Credit Facility remained outstanding under the Amended Credit Facility. The Credit Facility was further amended on June 27, 2016 and August 19, 2016, with retroactive effect to March 31, 2016 and June 30, 2016, respectively, pursuant to which certain financial covenant calculations, which are described below, were further clarified and amended. The Credit Facility consists of $25.0 million as a revolving credit facility, allocated $20.0 million in U.S. Dollar revolving loans, with a $7.5 million sublimit for letters of credit, and $5.0 million in Canadian Dollar revolving loans, with a $2.5 million sublimit for letters of credit. The Company borrowed the remaining $10.0 million as a term loan concurrently with its IPO in May 2015. Proceeds of the credit facility can be used for capital expenditures, working capital, permitted acquisitions, and general corporate purposes. The term of the revolving credit facility and the term loan facility is 5 years from the date of the Original Credit Facility with each expiring on May 19, 2020 . The Amended Credit Facility and both subsequent amendments were determined to be modifications under ASC 470-50 of the Original Credit Facility that was entered into at the time of the IPO. The Credit Facility is secured by a first-priority perfected security interest in substantially all of the Company ’s assets as well as all of the assets of its U.S. subsidiaries, which also guaranty the borrowings. In addition, the Company pledged all of the stock in its U.S. Subsidiaries as security and 66% of the stock of its direct Canadian Subsidiary , Fenix Canada (other than its exchangeable preferred shares). The Company ’s U.S. Dollar borrowings under the Amended Credit Facility bear interest at fluctuating rates, at the Company ’s election in advance for any applicable interest period, by reference to the “base rate”, “Eurodollar rate” or “Canadian Prime Rate” plus the applicable margin within the relevant range of margins provided in the Credit Facility . The base rate is the highest of (i) the rate BMO Harris Bank N.A. announces as its “prime rate,” (ii) 0.50% above the rate on overnight federal funds transactions or (iii) the London Interbank Offered Rate (LIBOR) for an interest period of one month plus 1.00% . The applicable margin is determined quarterly based on the Company ’s Total Leverage Ratio, as described below. The borrowings were subject to interest rates ranging from 3.57% - 4.98% at September 30, 2016 . The Canadian Dollar borrowings under the Amended Credit Facility bear interest at fluctuating rates, at the Company ’s election in advance for any applicable interest period, by reference to the “Canadian Prime Rate” plus the applicable margin within the relevant range of margins provided in the Amended Credit Facility . The Canadian Prime Rate is the higher of (i) the rate the Bank of Montreal announces as its “reference rate,” or (ii) the Canadian Dollar Offered Rate (CDOR) for an interest period equal to the term of any applicable borrowing plus 0.50% . The applicable margin is determined quarterly based on the Company ’s Total Leverage Ratio, as described below. The maximum and initial margin for interest rates after March 31, 2016 on Canadian borrowings under the Credit Facility is 2.75% on base rate loans. The Credit Facility contains customary events of default, including the failure to pay any principal, interest or other amount when due, violation of certain of the Company ’s affirmative covenants or any negative covenants or a breach of representations and warranties and, in certain circumstances, a change of control. Upon the occurrence of an event of default, payment of indebtedness may be accelerated and the lending commitments may be terminated. The Credit Facility also contains financial covenants with which the Company must comply on a quarterly or annual basis, which have been amended since entering into the Original Credit Facility, including a Total Funded Debt to EBITDA Ratio (or “Total Leverage Ratio”, as defined). Total Funded Debt as it relates to the Total Leverage Ratio is defined as all indebtedness (a) for borrowed money, (b) for the purchase price of goods or services, (c) secured by assets of the Company or its Subsidiaries , (d) for any capitalized leases of property, (e) for letters of credit or other extensions of credit, (f) for payments owed regarding equity interests in the Company or its Subsidiaries , (g) for interest rate, currency or commodities hedging arrangements, or (h) for any guarantees of any of the foregoing as of the end of the most recent fiscal quarter. Consistent with the Original Credit Facility , Permitted Acquisitions are subject to bank review and a maximum Total Leverage Ratio, after giving effect to such acquisition. The Company must also comply with a minimum Fixed Charge Coverage Ratio. Fixed charge coverage is defined as the ratio of (a) EBITDA less unfinanced capital expenditures for the four trailing quarterly periods to (b) fixed charges (principal and interest payments, taxes paid and other restricted payments); except that for the first three quarters of 2016, for the purposes of determining this ratio, EBITDA will be calculated based on a multiple of the then current EBITDA, instead of using the EBITDA for the prior four quarters. A similar annualization adjustment will be made for unfinanced capital expenditures for the same period. EBITDA includes after tax earnings with add backs for interest expense, income taxes, depreciation and amortization, share-based compensation expenses, and other additional items as outlined in the Credit Facility . In addition, the Credit Facility covenants include a minimum net worth covenant, which was revised effective March 31, 2016 . Net worth is defined as the total shareholders’ equity, including capital stock, additional paid in capital, and retained earnings after deducting treasury stock. The Amended Credit Facility includes a mandatory prepayment clause requiring certain cash payments when EBITDA exceeds defined requirements for the most recently completed fiscal year. These prepayments will be applied first to outstanding term loans and then to the revolving credit. The Company also is subject to a limitation on its indebtedness based on quarterly calculations of a Borrowing Base. The Borrowing Base is determined based upon Eligible Receivables and Eligible Inventory and is calculated separately for the United States and Canadian borrowings. If the total amount of principal outstanding for revolving loans, term loans, letters of credit and other defined obligations is in excess of the Borrowing Base, then the Company is required to repay the difference or be in default of the Credit Facility. As of September 30, 2016 , the Company owed $21.8 million under the Credit Facility as shown in the table below. The Company also had $6.4 million outstanding in standby letters of credit under the Credit Facility related to the contingent consideration agreement with the former owners of the Canadian Founding Companies and the Company’s property and casualty insurance program. As of September 30, 2016 , for reasons described in Note 1 , the Company was in breach of the Credit Facility’s Total Leverage Ratio and Fixed Charge Coverage Ratio requirements, as well as the requirement for repaying over-advances (which were created by establishing lower acquired inventory values as described in Note 3 that reduced the applicable borrowing base), as well as the requirement for timely delivery of certain quarterly certificates and reports. The financial covenants are defined above in this Note. Since the Company is in default as of the date that this Third Quarter report on Form 10-Q is being filed, all of the Credit Facility debt is reported in the accompanying condensed consolidated balance sheet as a current liability and there can be no further borrowings of any availability under the Credit Facility until such defaults are rectified or waived. On March 27, 2017, the Company and its subsidiaries entered into a Forbearance Agreement to the Credit Facility (the "Forbearance Agreement") with BMO Harris Bank N.A. and its Canadian affiliate, Bank of Montreal. Pursuant to the Forbearance Agreement, the banks agreed to forbear from exercising their rights and remedies under the Credit Facility with respect to the above-described defaults and any similar defaults during the forbearance period ending May 26, 2017, provided no other defaults occur. The Forbearance Agreement also permits the Company to add the quarterly interest payment otherwise due for the first quarter of 2017 to the principal amount of debt outstanding and defer a $250,000 principal payment due on March 31, 2017 to the end of the forbearance period. The Board of Directors of the Company has engaged a financial advisor to advise the Board and Company management and to assist in pursuing a range of potential strategic and financial transactions that will provide the Company with improved liquidity and maximize shareholder value. The financial advisor will identify and evaluate potential alternatives including debt or equity financing, a strategic investment into the Company or a business combination, and is reporting directly to a special committee of independent directors established to oversee and coordinate these activities. The Board has not set a definitive timetable for completion of this process. There can be no assurance that this process will result in a transaction or other strategic alternative of any kind. If the Company is unable to reach further agreement with its lenders to obtain waivers or amendments to the existing Credit Facility, find acceptable alternative financing, obtain equity contributions, or arrange a business combination, after the forbearance period (and during the forbearance period in the event of any new defaults other than those anticipated defaults enumerated in the Forbearance Agreement), the Company’s Credit Facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable. If this happens, the Company does not expect to have sufficient liquidity to pay the outstanding Credit Facility debt. Maturities of Credit Facility The following is a summary of the components of the Company ’s Credit Facility debt and amounts outstanding at September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 Obligations: Term loan $ 9,000 $ 9,625 Revolving credit facility 12,815 11,200 Total debt 21,815 20,825 Less: long-term debt issuance costs — (299 ) Less: short-term debt issuance costs (414 ) (88 ) Total debt, net of issuance costs 21,401 20,438 Less: current maturities, net of debt issuance costs (21,401 ) (793 ) Long-term debt, net of issuance costs $ — $ 19,645 There have been no additional borrowings under the Credit Facility since September 30, 2016. Scheduled maturities, which the Company continues to follow, are as follows for the periods ending September 30; however, as described above, the Company is in default under the Credit Facility and the lenders could elect to declare some or all of the amounts shown below as immediately due and payable and therefore all the debt is classified as a current liability in the accompanying condensed consolidated balance sheet. (In thousands) 2017 2018 2019 2020 Total Revolving credit facility $ — $ — $ — $ 12,815 $ 12,815 Term loan 1,000 1,000 1,000 6,000 9,000 Debt issuance costs (113 ) (113 ) (113 ) (75 ) (414 ) Total $ 887 $ 887 $ 887 $ 18,740 $ 21,401 Debt Issuance Costs As noted above, the Company entered into the Amended Credit Facility effective December 31, 2015 and a first amendment effective as of March 31, 2016 , that was deemed under ASC 470 to be a modification of the Original Credit Facility . As such, debt issuance costs will continue to be amortized over the remaining term of the Amended Credit Facility . As the termination date of the Amended Credit Facility is the same as the Original Credit Facility , this did not change the continuing impact of previous debt issuance costs. In connection with the original agreement, the Company incurred $438,000 in original debt issuance costs during 2015 and an additional $50,000 and $102,000 in amendment charges during the three and nine months ended September 30, 2016, which are netted against the term loan balance and are being amortized over the term of the Original Credit Facility . The amortized debt issuance costs are recognized as interest expense in the condensed consolidated statement of operations and amounted to $28,000 and $75,000 for the three and nine months ended September 30, 2016 , respectively. |