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Note 7 - Revolving Credit Facility Financing Agreement
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3 Months Ended |
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Mar. 31, 2013
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| Revolving Credit Facility Financing Agreement [Text Block] |
NOTE
7 – REVOLVING CREDIT FACILITY FINANCING
AGREEMENT
On
November 13, 2012, the Company entered into a new three-year
revolving credit facility, expiring November 2015
(“Credit Facility”) with Salus Capital Partners,
LLC (“Salus”) collateralized by all assets of the
Company. The Credit Facility refinanced the Company’s
previous credit facility with Wells Fargo. Pursuant to the
terms of the Credit Facility, Salus provides the Company with
a revolving credit facility and facilitates the issuance of
letters of credit in favor of suppliers or factors.
Availability
under the Credit Facility is determined by a formula that
considers a specified percentage of the Company’s
accounts receivable and a specified percentage of the
Company’s inventory. The maximum availability is $10
million, of which up to $5 million is available for the
issuance of letters of credit. Interest accrues under the
Credit Facility at the prime rate plus 4.75%, subject to a
minimum rate of 8.00%. Letters of credit issued to third
parties are cash collateralized by amounts drawn under the
Credit Facility. At closing, $4,700,000 was drawn under the
Credit Facility, which reduced the availability of the Credit
Facility, to cash collateralize letters of credit issued by
Wells Fargo, which were outstanding at such date. In
addition, the Company paid financing costs of $432,000 at
closing, which were capitalized, and will pay a collateral
monitoring fee of $3,000 per month and will pay unused
commitment fees of 0.75% of the remaining availability under
the Credit Facility. A termination fee of $75,000 was paid at
closing to Wells Fargo, which was included in Other interest
expense in the 2012 Consolidated Statement of
Operations.
As
of March 31, 2013, maximum total availability under the
Credit Facility was approximately $5.0 million, of which $4.6
was outstanding, leaving approximately $0.4 million available
for further borrowings.
The
terms of the Credit Facility contain a material adverse
condition clause. This feature may limit the Company’s
ability to obtain additional borrowings or result in a
default on current outstanding letters of credit. The terms
of the Credit Facility contain a material adverse effect
clause defined as a material adverse change in the ability of
the Company to perform its obligations under the Credit
Agreement or, upon the operations, business, properties,
liabilities (actual or contingent) or condition (financial or
otherwise), or impairment of the rights and remedies of the
Agent or any lender under the Credit Facility, or upon the
legality, validity, binding effect or enforceability against
any party to the Credit Facility. This feature may limit our
ability to obtain additional borrowings or result in a
default on current outstanding letters of credit.
For
the three months ended March 31, 2013, the Company paid
approximately $135,000 in interest expense and fees under the
Credit Facility.
The
Credit Facility was amended on April 11, 2013 to modify
certain borrowing availability formulas for sixty days, which
increased borrowing availability by up to $650,000. The
Company paid a $100,000 fee in connection with the amendment.
Salus also waived covenant violations caused by the late
delivery of 2012 audited financial statements and the
explanatory paragraph regarding a going concern uncertainty
contained in the auditor’s unqualified opinion for such
financial statements.
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