Financing Instruments | Long-Term Debt The following is a summary of long-term debt (in thousands): Debt Facility Effective Cash Interest Rate September 30, 2016 December 31, 2015 Line of Credit 2.78% $ 9,703 $ — Revolver Loan 4.59% — 6,736 Note Payable 11.66% — 7,688 Total Long-Term Debt 9,703 14,424 Less Debt Issuance Costs and Unamortized Discount (41 ) (287 ) Long-Term Debt, Net $ 9,662 $ 14,137 (a) Loan Agreement . The Company entered into a loan agreement with Bank of America, N.A. (the "Bank") on September 7, 2016 (the “Loan Agreement”), which amended and restated in its entirety that certain Loan and Security Agreement dated August 31, 2010 with the Bank (as amended, the "Prior Credit Agreement"). The Loan Agreement provides an initial line of credit of $15 million for a 3 years term maturing on September 7, 2019 (the “Line of Credit”). The available amount of the Line of Credit will be reduced each quarter by $250,000 starting January 1, 2017, until it reaches $12 million on July 1, 2019, thereby reducing the Company’s unused line fee. The interest rate used by the Company is the daily floating LIBOR rate plus 2.25% . The Loan Agreement requires the Company to comply with two financial covenants, including: (i) an asset coverage ratio of at least (a) 1.10 to 1.00 from September 30, 2016, until September 30, 2017, (b) 1.15 to 1.00 from October 1, 2017, through March 31, 2018, and (c) 1.20 to 1.00 from April 1, 2018, and thereafter, tested quarterly, which in each case will be determined based upon the ratio of (x) 85% of book value of all accounts receivable, plus 55% of book value of all inventory, plus 50% net book value of plant, property and equipment of the Company (the "Total Margined Value") to (y) all outstanding liabilities for borrowed money and other interest-bearing liabilities arising under the Line of Credit (the "Total Line of Credit"); and (ii) a fixed charge coverage ratio of at least 1.20 to 1.00, tested quarterly based upon the ratio of (a) Adjusted EBITDA (as defined in the Loan Agreement), to (b) the sum of capital expenditures, cash taxes paid, interest expenses, principal payments made on borrowed money other than the Line of Credit and the Enhanced Notes (as defined below), and distributions made, in each case for the immediately preceding four fiscal quarter period and determined on a consolidated basis. Upon closing of the Loan Agreement, an aggregate of $8.5 million was drawn from the Line of Credit and used to pay off the Enhanced Notes (defined below) and the Prior Credit Agreement. The Company granted the Bank a continuing security interest in and lien upon substantially all assets of the corporation. If, at any time, the Company’s Total Margined Value is less than the amount outstanding under the Total Line of Credit, and that amount remains unpaid or future Total Margined Value calculations do not increase to an amount equal to the balance outstanding under the Total Line of Credit, the Bank, in its sole discretion, may accelerate any and all amounts outstanding under the Line of Credit. At September 30, 2016, the balance outstanding on the Line of Credit, net of deferred financing costs, was $9.7 million , and the weighted-average interest rate was 2.78% . Cash available under our Line of Credit based on the Asset Coverage Ratio at September 30, 2016 was $3.2 million . At September 30, 2016, the Company was in compliance with all of its Loan Agreement debt covenants. (b) Prior Credit Agreement. The Company entered into the Prior Credit Agreement with the Bank on September 1, 2010, which, as amended, provided for a $12 million Revolver Loan. This Prior Credit Agreement was replaced in its entirety and the Revolver Loan provided in connection therewith, which had an outstanding balance of $2.7 million , was paid in full from a draw against our Line of Credit upon closing of the Loan Agreement with the Bank on September 7, 2016. At December 31, 2015, the balance outstanding on the Revolver Loan, net of deferred financing costs, was $6.7 million , and the weighted-average interest rate was 4.6% . Cash available under the Revolver Loan based on the borrowing base calculation (defined as an amount determined by a detailed calculation that includes an amount equal to 85% of eligible accounts receivable, 65% of eligible finished goods and 30% of eligible raw materials, up to $6 million ) at December 31, 2015 was $2.2 million . (c) Note Purchase Agreement . (i) Enhanced Notes . The Company entered into a Note Purchase Agreement with Enhanced Jobs for Texas Fund, LLC (“Enhanced Jobs”) and Enhanced Credit Supported Loan Fund, LP (“Enhanced Credit”), on December 10, 2013, originally issuing an aggregate of $7.2 million in subordinated secured promissory notes maturing December 10, 2017 (“Enhanced Notes”), of which $5.7 million was to Enhanced Credit and $1.5 million was to Enhanced Jobs. This Note Purchase Agreement was terminated and the Enhanced Notes issued in connection therewith, which had an aggregate outstanding balance, net of repayments plus accrued interest including PIK, of $5.8 million , were paid in full from a draw against our Line of Credit upon closing of the Loan Agreement with the Bank on September 7, 2016. Upon satisfaction and termination of the Note Purchase Agreement by the Company, the chairman of the board's commitment to ensure funding upon maturity of the Enhanced Notes and his personal guaranty on the Note Purchase Agreement were terminated. At December 31, 2015, the balance outstanding on the Enhanced Notes, net of deferred financing costs, was $7.5 million , and the effective interest rate was 25.6% . (ii) Guaranty Agreement . In connection with the Enhanced Notes described in (c)(i) above, the chairman of the board and majority stockholder of the Company (the “Guarantor”), entered into a Guaranty Agreement to secure the Company’s performance under the Enhanced Notes. The Company, in exchange for Guarantor’s personal guarantee of the obligations under the Enhanced Notes, granted Guarantor 3.7 million shares of common stock, par value $.01 per share, which shares vest monthly on a pro rata basis over the original 3 year term of the Enhanced Notes (“Guaranty Shares”). The Guaranty Shares were valued at $0.60 per share, the closing price of the Company’s common stock as quoted on OTC Markets on the day preceding the closing date of December 10, 2013, for an aggregate amount of $2.2 million . The Guaranty Shares were recorded as interest expense – related party, thereby increasing the effective interest rate of the Enhanced Notes. Upon repayment of the Enhanced Notes by the Company, the chairman of the board's personal guaranty on the Note Purchase Agreement terminated and all remaining unvested Guaranty Shares vested on an accelerated basis. At December 31, 2015, there were 2.5 million Guaranty Shares vested, valued and recorded at $1.5 million . (iii) Chairman of the Board Commitment . On November 12, 2015, pursuant to a commitment letter, effective as of October 31, 2015 (the “Commitment”), the Company's chairman of the board and principal stockholder, Richard J. Kurtz, committed to ensure the Company had funding to pay off the aggregate amount of $7.2 million by August 31, 2016, plus any accrued and unpaid interest (the “Obligations”), outstanding with respect to the Enhanced Notes, of which $2 million is required from him by April 30, 2016 if the Company does not repay that amount (the Commitment”). As consideration for the Commitment, the Company granted Mr. Kurtz a fully vested and exercisable stock option to purchase 500,000 shares of the Company’s common stock, with an exercise price per share equal to the fair market value of a share of the Company’s common stock on November 12, 2015, determined based on the per share closing price on such date, or $0.294 per share, for a term of eight (8) years. The transaction was valued at approximately $ 47,000 , which was estimated using the Black-Scholes option pricing model and fully expensed on the date of grant. In connection with the Company's payment of $ 500,000 in principal to Mr. Kurtz during the fourth quarter of 2015 for the Notes Payable - Related Party, Mr. Kurtz made a principal payment of $ 150,000 towards paying down the Enhanced Notes. On April 21, 2016, the Company made a payment of $1.9 million on the outstanding principal of the Enhanced Notes. Upon repayment of the Enhanced Notes by the Company, the chairman of the board's Commitment was terminated. (d) Notes Payable – Related Party . The Company entered into a $250,000 promissory note with the chairman of the board, bearing interest at 8% per annum, and maturing June 10, 2017, which was subordinated to the Prior Credit Agreement and the Enhanced Notes described in (b) and (c)(i) above, on January 21, 2015. The Company paid the $250,000 principal amount back to the chairman of the board during the fourth quarter of 2015, and at September 30, 2016, there remains $4,000 in accrued and unpaid interest outstanding. |