Long-Term Debt | 3 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Long-Term Debt | ' |
Costa Brava Term Note |
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SPY North America issued a promissory note to Costa Brava in the principal amount of $7.0 million (“Costa Brava Term Note”), which amount was outstanding at each of March 31, 2014 and December 31, 2013 (excluding Accrued PIK Interest of $2.4 million and $2.1 million, respectively). As of March 31, 2014, approximately $264,000 of accrued interest was reclassified to accrued liabilities and was paid in April 2014. The Costa Brava Term Note was amended in April 2014 to extend the due date from April 1, 2015 to December 31, 2016. The Costa Brava Term Note is subordinate to the BFI Line of Credit, pursuant to the terms of a debt subordination agreement between Costa Brava and BFI. |
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Interest attributable to the Costa Brava Term Note accrues daily at a rate equal to 12% per annum. On January 1, 2012, SPY North America began adding Accrued PIK Interest as an addition to the outstanding principal amount due, rather than making interest payments in cash. The Costa Brava Term Note, as amended, also requires that SPY North America pay a facility fee equal to 1% of the outstanding principal amount in cash (without giving effect to the Accrued PIK Interest) in June 2014. The Company has approximately $17,000 in accrued expenses and other liabilities related to facility fee as of March 31, 2014 and the total facility fee of $70,000 is due in June 2014. In April 2014, the Costa Brava Term Note was amended to reduce the interest rate from 12% to 7% and to eliminate the facility fee, both of which are effective July 1, 2014. Effective with the amendment, the Company will no longer add Accrued PIK Interest to the outstanding principal and will begin making quarterly cash payments starting in June 2014. |
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During the term of the Costa Brava Term Note, Costa Brava may, at its discretion, convert up to $2,250,000 of the principal amount of the Costa Brava Term Note (excluding the Accrued PIK Interest) into shares of the Company’s common stock at a conversion price of $2.25 per share. In April 2014, the Costa Brava Term Note was amended to increase the amount Costa Brava may convert from $2,250,000 to $6,000,000 and reduce the conversion price from $2.25 to $2.00. (See Note 11 “Related Party Transactions” and Note 14 “Subsequent Events”). |
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Costa Brava Line of Credit |
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SPY North America has an additional $9.0 million line of credit from Costa Brava (“Costa Brava Line of Credit”) of which $8.5 million was outstanding at March 31, 2014 and December 31, 2013 (excluding Accrued PIK Interest of $2.4 million and $2.1 million, respectively). As of March 31, 2014, approximately $316,000 of accrued interest was reclassified to accrued liabilities and the amount was paid in April 2014. The Costa Brava Line of Credit was amended in April 2014 to extend the maturity date from April 1, 2015 to December 31, 2016. The Costa Brava Line of Credit is subordinate to BFI Line of Credit, pursuant to the terms of a debt subordination agreement between Costa Brava and BFI. |
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Interest on the outstanding borrowings under the Costa Brava Line of Credit accrues daily at a rate equal to 12% per annum. On January 1, 2012, SPY North America began paying monthly interest payments in kind, as an addition to the outstanding principal amount due, rather than making interest payments in cash. Monthly interest accrued prior to January 1, 2012 was paid in cash. In April 2014, the Costa Brava Line of Credit was amended to reduce the interest rate from 12% to 7% and to eliminate the facility fee, both of which are effective July 1, 2014. Effective with the amendment, the Company will no longer add Accrued PIK Interest to the outstanding principal and will begin making quarterly cash payments starting in June 2014. |
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In addition, the Costa Brava Line of Credit, as amended, requires that SPY North America pay a facility fee in June 2014 calculated as the lesser of (i) 1% of the average daily outstanding principal amount owed under the note (excluding Accrued PIK Interest) for the 365 day period ending on such payment date or (ii) $90,000. The Company has approximately $66,000 in accrued expenses and other liabilities related to facility fee as of March 31, 2014 and the total facility fee of $85,000 is due in June 2014. |
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Costa Brava Loans |
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The total outstanding borrowings under all credit facilities entered into with Costa Brava at March 31, 2014 and December 31, 2013 was $15.5 million (excluding $4.8 million and $4.2 million of Accrued PIK Interest, respectively). The Costa Brava Term Loan and Costa Brava Line of Credit are pari passu with respect to the rights and preferences of the Harlingwood Notes (defined below). |
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Harlingwood Convertible Debt |
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In 2012, SPY North America entered into convertible note purchase agreements with Harlingwood under which SPY North America issued two promissory notes to Harlingwood in the principal amounts of $1.0 million and $0.5 million (“Harlingwood Notes”). Total outstanding borrowings under the Harlingwood Notes at each of March 31, 2014 and December 31, 2013 were $1.5 million (excluding Accrued PIK Interest of $0.3 million and $0.2 million, respectively). As of March 31, 2014, approximately $52,000 of accrued interest was reclassified to accrued liabilities and the amount was paid in April 2014. The Harlingwood Notes were amended in April 2014 to extend the maturity date from April 1, 2015 to December 31, 2016. The Harlingwood Notes are subordinate to the amounts owed by SPY North America under the BFI Line of Credit, pursuant to the terms of a debt subordination agreement between Harlingwood and BFI. |
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The Harlingwood Notes accrue interest at the rate of 12% per annum. |
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The $1.0 million promissory note requires a facility fee equal to the lesser of $10,000 or 1% of the average daily outstanding principal amount due under the Harlingwood Notes (without giving effect to the Accrued PIK Interest). SPY North America paid $20,000 to Harlingwood for initial aggregate facility fees in 2012. Facility fees are due in advance on the respective anniversary date of the $1.0 million promissory note until maturity. The $0.5 million promissory note has a facility fee of $10,000. The Company paid $10,000 and $10,000 to Harlingwood in September 2013 and January 2014, respectively related to facility fees on the Harlingwood Notes. |
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The principal amount due under the Harlingwood Notes (including Accrued PIK Interest) is convertible into shares of the Company’s common stock at $1.40 per share, subject to adjustment for stock splits or stock dividends. The Harlingwood Notes contain standard representations, warranties and reporting requirements that are customary for financings of this type, and cross default provisions with respect to the Costa Brava indebtedness. SPY North America was in compliance with all covenants under the Harlingwood Notes at March 31, 2014. The Harlingwood Notes are pari passu with the respect to the rights and preferences of Costa Brava Term Note and Costa Brava Line of Credit. (See Note 11 “Related Party Transactions” and Note 14 “Subsequent Events”). |
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Long-Term Debt |
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Notes payable at March 31, 2014 consist of the following: |
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Costa Brava Term Loan, as amended (subordinated debt, of which up to $2.25 million is convertible into shares of common stock at a conversion price of $2.25 per share.) Effective April 30, 2014, up to $6.0 million is convertible into shares of Common Stock at a conversion price of $2.00 per share. | | | |
$ | 10,579 |
Costa Brava Line of Credit (subordinated debt) | | | |
9,137 |
Harlingwood Notes (subordinated convertible debt, all of which is convertible into shares of common stock at a conversion price of $1.40 per share ) | | | |
1,736 |
Secured note payable for vehicle purchases, 4.69% interest rate with monthly payments of $1,400 due through December 2015, secured by vehicles | | | |
28 |
Subtotal | | | |
21,480 |
Less current portion | | | |
16 |
Notes payable, less current portion | | | |
$ | 21,464 |
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