Notes and Lines of Credit

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Notes and Lines of Credit

(6) Notes and Lines of Credit

 Notes and lines of credit consist of the following:

				As of September 30, 2023				As of December 31, 2022
	Rate			Total Borrowing Capacity		Outstanding Borrowed Balance		Total Borrowing Capacity		Outstanding Borrowed Balance
Libertyville Bank & Trust (1)		9.50	%	$	30	$	—	$	—	$	—
Libertyville Bank & Trust (2)		9.50	%		500		—		—		—
Strandler, LLC(3)		9.25	%		1,000		1,000		1,000		1,000
Beachcorp, LLC (4)		9.25	%		3,229		2,338		4,392		4,282
Beachcorp, LLC (5)		9.25	%		4,000		4,000		4,000		3,000
Beachcorp, LLC (6)		9.25	%		—		—		—		—

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 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, 2023. 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 additional Business Loan Agreement (the “New Term Loan Agreement”) with Strandler, LLC, which effectively transferred or assigned the previously existing 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.

4) 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.

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.

6) On May 1, 2023 the Company entered into a non-revolving promissory note (“TI Promissory Note”) with Beachcorp, LLC. The maximum borrowing amount under the TI Promissory Note is $1,750. The interest rate for the TI Promissory Note is at the prime rate plus 0.75%, and it matures on September 30, 2023. This loan is for work being done at the Bolingbrook facility which is expected to be reimbursed from the landlord as part of the lease agreement. On July 21, 2023, the TI Promissory Note and accrued interest was repaid in full after reimbursement from the landlord for approved tenant improvements.

Beachcorp, LLC and Strandler, LLC are affiliates of Mr. Bradford T. Whitmore, who beneficially owns a majority of the Company’s common stock and is the brother of Ms. R. Janet Whitmore, a director of the Company and the chair of the Company’s board of directors. The A/R Revolver Facility, the Inventory Facility and the New Term Loan are all secured by all the unencumbered assets of the Company and subordinated to the Company’s credit facility with Libertyville Bank & Trust.

On November 13, 2023, as part of a comprehensive financing transaction, the Company entered into a non-revolving promissory note (Bridge Note) with Strandler, LLC. The maximum borrowing amount under the Bridge Note is $2,000. The interest rate for the Bridge Loan is at the prime rate plus 0.75%, and it matures on the earlier of May 13, 2024 or the closing of the Rights Offering. The Company is required to repay the Bridge Note upon completion of a planned Rights Offering, or at maturity, whichever comes first. As part of this financing transaction, the maturity dates of the New Term Loan Agreement, A/R Loan Agreement and Inventory Facility were extended to March 31, 2025. Additionally, the maximum borrowing amount under the Inventory Facility was increased to $5,200, and the borrowing base was increased to up to 55% of the value of qualified inventory of the Company.

Related party interest summary:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Interest expense, related parties	$	199	$	111	$	560	$	218
Accrued interest expense, related parties		57		39		57		39