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v3.24.1

Notes and lines of credit consist of the following: (Details) - USD ($) $ in Thousands |  |  |  |  |  | 1 Months Ended | 12 Months Ended |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Nov. 13, 2023 | Jan. 28, 2022 | Apr. 21, 2021 | Dec. 23, 2020 | Nov. 16, 2018 | Jul. 31, 2014 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 08, 2020 | Apr. 21, 2018
Letter of Credit [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Letter of credit and related promissory note |  |  |  |  |  |  | $ 30 |  |  |  |  |
Debt Instrument, Description of Variable Rate Basis |  |  |  |  |  |  | prime rate | prime rate |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  |  |  |  |  |  | 1.00% | 1.00% |  |  |  |
Libertyville Bank and Trust [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Commitment Fee Percentage | [1] |  |  |  |  |  |  | 9.50% |  |  |  |
Available |  |  |  |  |  |  |  | $ 30 | [1] | $ 30 |  |
Line of Credit Facility, Maximum Borrowing Capacity | [1] |  |  |  |  |  |  |  |  |  |  |
Libertyville Bank and Trust One [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Commitment Fee Percentage | [2] |  |  |  |  |  |  | 9.50% |  |  |  |
Available | [2] |  |  |  |  |  |  | $ 500 |  | 500 |  |
Line of Credit Facility, Maximum Borrowing Capacity |  |  |  |  |  |  |  |  |  |  |  |
Beachcorp, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Commitment Fee Percentage | [3],[4] |  |  |  |  |  |  | 9.25% |  |  |  |
Available | [3],[4] |  |  |  |  |  |  | $ 3,298 |  | 4,392 |  |
Line of Credit Facility, Maximum Borrowing Capacity | [3],[4] |  |  |  |  |  |  | $ 2,810 |  | 4,282 |  |
Beachcorp, LLC One [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Commitment Fee Percentage | [4],[5] |  |  |  |  |  |  | 9.25% |  |  |  |
Available | [4],[5] |  |  |  |  |  |  | $ 5,200 |  | 4,000 |  |
Line of Credit Facility, Maximum Borrowing Capacity | [4],[5] |  |  |  |  |  |  | $ 5,000 |  | 3,000 |  |
Strandler, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Commitment Fee Percentage | [4],[6] |  |  |  |  |  |  | 9.25% |  |  |  |
Available | [4],[6] |  |  |  |  |  |  | $ 1,000 |  | 1,000 |  |
Line of Credit Facility, Maximum Borrowing Capacity | [4],[6] |  |  |  |  |  |  | $ 1,000 |  | $ 1,000 |  |
Strandler LLC One [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Commitment Fee Percentage | [7] |  |  |  |  |  |  | 9.25% |  |  |  |
Available | [7] |  |  |  |  |  |  | $ 2,000 |  |  |  |
Line of Credit Facility, Maximum Borrowing Capacity | [7] |  |  |  |  |  |  | $ 2,000 |  |  |  |
Term Loan [Member] | Strandler, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Debt Instrument, Description of Variable Rate Basis |  |  | prime rate |  |  |  |  |  |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  |  | 0.75% |  |  |  |  |  |  |  |  |
Line of Credit Facility, Expiration Date |  | Mar. 31, 2025 | Mar. 31, 2024 |  |  |  |  |  |  |  |  |
Term Loan [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Maximum Borrowing Capacity |  |  |  | $ 1,000 |  | $ 500 |  |  |  |  |  |
Debt Instrument, Interest Rate, Stated Percentage |  |  |  |  |  | 8.25% |  |  |  |  |  |
Debt Instrument, Maturity Date |  |  |  |  |  | Dec. 31, 2020 |  |  |  |  |  |
Line of Credit Facility, Expiration Date |  |  |  | Mar. 31, 2022 |  |  |  |  |  |  |  |
Revolving Credit Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Maximum Borrowing Capacity |  |  | $ 8,000 | $ 6,000 | $ 4,000 | $ 2,000 |  |  |  |  | $ 2,750 | $ 6,000
Debt Instrument, Description of Variable Rate Basis |  |  |  |  |  | prime rate |  |  |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  |  |  |  |  | 3.00% |  |  |  |  |  |
Line of Credit Facility, Expiration Date |  | Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 |  | Mar. 31, 2020 |  |  |  |  |  |
Revolving Credit Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] | Minimum [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Debt Instrument, Interest Rate, Stated Percentage |  |  |  |  |  | 8.25% |  |  |  |  |  |
Term Loan and the Revolver Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Debt Instrument, Description of Variable Rate Basis |  |  | prime rate | prime rate |  |  |  |  |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  |  | 0.75% | 2.00% |  |  |  |  |  |  |  |
Debt Instrument, Maturity Date |  |  |  |  | Mar. 31, 2022 | Mar. 31, 2021 |  |  |  |  |  |
Inventory Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Maximum Borrowing Capacity |  |  |  | $ 4,000 |  |  |  |  |  |  |  |
Debt Instrument, Description of Variable Rate Basis |  |  | prime rate |  |  |  |  |  |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  |  | 0.75% |  |  |  |  |  |  |  |  |
Line of Credit Facility, Expiration Date |  |  | Mar. 31, 2024 |  |  |  |  |  |  |  |  |
Line of Credit Percentage of Eligible inventory |  |  | 50.00% |  |  |  |  |  |  |  |  |
Replacement Promissory Note [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Maximum Borrowing Capacity |  | $ 5,200 |  |  |  |  |  |  |  |  |  |
Debt Instrument, Description of Variable Rate Basis |  | prime rate |  |  |  |  |  |  |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  | 0.75% |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Expiration Date |  | Mar. 31, 2025 |  |  |  |  |  |  |  |  |  |
Line of Credit Percentage of Eligible inventory |  | 55.00% |  |  |  |  |  |  |  |  |  |
Bridge Note [Member] | Strandler, LLC [Member] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility [Line Items] |  |  |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Maximum Borrowing Capacity |  | $ 2,000 |  |  |  |  |  |  |  |  |  |
Debt Instrument, Description of Variable Rate Basis |  | prime rate |  |  |  |  |  |  |  |  |  |
Debt Instrument, Basis Spread on Variable Rate |  | 0.75% |  |  |  |  |  |  |  |  |  |
Line of Credit Facility, Expiration Date |  | May 13, 2024 |  |  |  |  |  |  |  |  |  |
[1] | Since July 2014, we have maintained a bank-issued letter of credit for up to $30 in borrowings, with interest at the prime rate plus 1%, to support our obligations under our Romeoville, Illinois facility lease agreement. No borrowings have been incurred under this promissory note. It is our intention to renew this note annually. Because there were no amounts outstanding on the note at any time during 2023 or 2022, we have recorded no related liability on our balance sheet.
[2] | The Company maintains a credit agreement with Libertyville which most recently served the primary purpose of insuring that it met its cash balance requirements at quarter end relating to a contract with the Company’s largest customer. Interest on drawn balances was at the prime rate plus 1%. On December 21, 2021, the existing credit agreement with Libertyville was converted for use to support our obligations under our newly leased manufacturing and warehouse space in Bolingbrook, Illinois. Interest on drawn balances will be at the prime rate plus 1%. This credit agreement has a maturity of December 22, 2024. We expect to renew this agreement annually, as the lease requires. This credit agreement is secured by all the unencumbered assets of the Company and has superior collateral rights to those credit facilities with Beachcorp, LLC and Strandler, LLC.
[3] | On January 28, 2022 the Company entered into an Amended and Restated Business Loan Agreement (the “A&R Loan Agreement”), which amends and restates the Master Agreement between the Company and Beachcorp, LLC, and a new promissory note in order to evidence the A/R Revolver facility, including an amendment to expand the limit on the A/R Revolver Facility from $6,000 to $8,000, reduce the interest rate to the prime rate plus 0.75%, and extend the maturity of the A/R Revolver Facility to March 31, 2024. On November 13, 2023 the Company entered into a First Amendment to the A&R Loan Agreement extending the maturity of the A/R Revolver Facility to March 31, 2025.
[4] | On November 16, 2018, we entered into a Business Loan Agreement (the “Master Agreement”) with Beachcorp, LLC. The Master Agreement relates to two loan facilities, each evidenced by a separate promissory note dated as of November 16, 2018: a term loan to the Company of up to $500 to be disbursed in a single advance (the “Term Loan”) with a fixed annual interest rate of 8.25%, payable quarterly, and with principal due on December 31, 2020; and an asset-based revolving loan facility for the Company of up to $2,000 (the “A/R Revolver Facility”), with floating interest accruing at the prime rate plus 3% (8.25% minimum) per year, with a borrowing base consisting of qualified accounts receivable of the Company, and a maturity of March 31, 2020, as amended. On March 23, 2020, the Company and Beachcorp, LLC executed the First Amendment to our Master Agreement that extended the maturities of both the Term Loan and the A/R Revolver Facility to March 31, 2021. Effective September 8, 2020, the Company and Beachcorp, LLC executed the Second Amendment to our Master Agreement that expanded the limit on the A/R Revolver Facility from $2,000 to $2,750. On December 23, 2020, the Company and Beachcorp, LLC executed the Third Amendment to our Master Agreement that expanded the limit on the A/R Revolver Facility from $2,750 to $4,000 and extended the maturities of both the Term Loan and the A/R Revolver Facility to March 31, 2022. Effective April 21, 2021 the Company and Beachcorp, LLC executed the Fourth Amendment to our Master Agreement that expanded the limit on the A/R Revolver Facility from $4,000 to $6,000, changed the interest rate to fully floating and reduced the rate to the prime rate plus 2%, also extending the maturity of the A/R Revolver Facility to March 31, 2023. This amendment also increased the amount of the Term Loan from $500 to $1,000, changed the interest rate to fully floating and reduced the rate to the prime rate plus 2%. The maturity of the Term Loan remained March 31, 2022. The Term Loan and A/R Revolver Facility are secured by all the unencumbered assets of the Company and subordinated to Libertyville’s secured interest under the New Business Loan Credit Agreement. The Master Agreement substantially restricts the Company’s ability to incur additional indebtedness during the terms of both the Term Loan and the A/R Revolver Facility.
[5] | On January 28, 2022 the Company entered into the A&R Loan Agreement and a new revolving loan agreement (“Inventory Facility”) with Beachcorp, LLC, and a new promissory note in order to evidence the Inventory Facility. The maximum borrowing amount under the Inventory Facility is $4,000, with a borrowing base consisting of up to 50% of the value of qualified inventory of the Company. The interest rate for the Inventory Revolver is at the prime rate plus 0.75%, and it matures on March 31, 2024. On November 13, 2023 the company entered into a Replacement Promissory Note with Beachcorp, LLC replacing the Inventory Facility promissory note executed on January 28, 2022. The maximum borrowing amount under the replacement Inventory Facility was increased to $5,200, with a borrowing base consisting of up to 55% of the value of qualified inventory of the Company. The interest rate for the replacement Inventory Revolver remains at the prime rate plus 0.75%, and it now matures on March 31, 2025.
[6] | On January 28, 2022 the Company entered into an additional Business Loan Agreement (the “New Term Loan Agreement”) with Strandler, LLC, which effectively transferred or assigned the Term Loan to Strandler, LLC from Beachcorp, LLC. Interest on the New Term Loan is at the prime rate plus 0.75%, and it matures on March 31, 2024. Strandler, LLC is also an affiliate of Bradford T. Whitmore. On November 13, 2023 the Company entered into the First Amendment To the New Term Loan Agreement with Strandler, LLC, which extended the maturity of the New Term Loan Agreement to March 31, 2025.
[7] | On November 13, 2023 the Company entered into a new Promissory Note (“Bridge Note”) with Strandler, LLC. The maximum borrowing amount under the Bridge Note is $2,000. The interest rate for the Bridge Note is at the prime rate plus 0.75%, and it matures on May 13, 2024.

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