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Debt
3 Months Ended
Mar. 31, 2013
Debt [Abstract]  
Debt

8. Debt

On December 8, 2010, the Company entered into a credit agreement (the “Loan Agreement”) with Bank of America Merrill Lynch (“BAML”), pursuant to which the Company obtained a $1 million term loan (the “Term Loan”) and a $2.5 million revolving line of credit (the “Line of Credit”). On November 4, 2011, the Company and BAML amended the Loan Agreement to include the addition of a $500,000 draw note (the “Draw Note”). On November 9, 2012, the Company and BAML amended the Loan Agreement to extend availability under the Draw Note and the maturity date of the Line of Credit to October 31, 2013.

The proceeds of the Term Loan were used to fund the Company’s investment in lockers used in the Disney Agreement. Borrowings under the Line of Credit have been and will be used primarily for working capital needs in the ordinary course of business and for general corporate purposes. The Draw Note is to be used to fund the Company’s investment in future concession contracts.

Monthly payments on the Term Loan, consisting of $16,667 in principal plus accrued interest, began in 2011. The entire outstanding balance of the Term Loan is due on December 8, 2015. As of March 31, 2013, the Term Loan had an outstanding principal balance of $550,000.

The Company can draw up to $500,000 on the Draw Note before October 31, 2013. The Company will pay interest only on the Draw Note through November 27, 2013, after which the Company will pay interest and principal so that the balance will be paid in full as of October 31, 2016. As of March 31, 2013, the Draw Note had an outstanding principal balance of $150,000.

The Company can borrow and repay principal under the Line of Credit from time to time during its term, but the outstanding principal balance of the Line of Credit may not exceed the lesser of the borrowing base or $2,500,000. For purposes of the Line of Credit, “borrowing base” is calculated by multiplying eligible accounts receivable of the Company by 80% and eligible raw material and finished goods inventory by 50%. As of March 31, 2013, the Line of Credit had an outstanding principal balance of $970,000.

 

The outstanding principal balances of the Line of Credit, the Draw Note and the Term Loan bear interest at the one month LIBOR rate plus 375 basis points (3.75%). Accrued interest payments on the outstanding principal balance of the Line of Credit are due monthly, and all outstanding principal payments under the Line of Credit, together with all accrued but unpaid interest, is due at maturity, or October 31, 2013.

The Loan Agreement is secured by a first priority lien on all of the Company’s accounts receivable, inventory and equipment pursuant to a security agreement.

The Loan Agreement contains certain covenants with which the Company must comply, including a debt service coverage ratio and a funded debt-to-EBITDA ratio. For the quarter ended March 31, 2013, we were not in compliance with either covenant. Management disclosed this covenant violation to BAML and, in connection with such covenant violation, BAML issued to the Company a notice of default and reservation of rights letter in which BAML notified the Company that it reserves any and all of the rights, powers, privileges and remedies available to it under the Loan Agreement. While the covenant violation has not been waived by BAML as of the date of this report, management expects BAML to waive such covenant violation or amend the Loan Agreement to reflect covenants with which the Company would be in compliance for the quarter ended March 31, 2013. However, we can give no assurance that any such waiver or amendment to the Loan Agreement will be executed. Accordingly, the Company has classified all outstanding debt under the Loan Agreement as current in the accompanying consolidated balance sheet as of March 31, 2013.

We believe it is unlikely that we will be in compliance with the debt service coverage ratio or the funded debt-to-EBITDA ratio required to be maintained under terms of the Loan Agreement for the quarter ending June 30, 2013. We have disclosed these potential covenant violations to BAML. Although management expects BAML to waive such a covenant violation or amend the Loan Agreement to reflect covenants with which the Company would be in compliance for the quarter ending June 30, 2013, we can provide no assurance that any such waiver or amendment to the Loan Agreement will be executed.

If we are unable to obtain a waiver from BAML for the covenant violations described herein or unable to execute an amendment to the Loan Agreement to reflect covenants with which we can comply, BAML could demand payment of all balances outstanding under the Loan Agreement. In the event of such occurrence, we would proactively seek financing through lending arrangements with banks or other lenders to replace the financing currently in place with BAML. We believe we would be able to secure replacement financing in a reasonable period of time, though we can give no assurances of such and, if we were able to secure such financing, we can give no assurances that we would be able to do so on commercially reasonable terms. The inability to secure replacement financing would have a material adverse effect on the Company’s ability to continue operations.

Subject to BAML’s consent, the Company is prohibited from incurring or assuming additional debt and from permitting liens to be placed upon any of its property, assets or revenues, except in certain limited circumstances. Additionally, the Company is prohibited from entering into certain transactions, including a merger or consolidation, without BAML’s consent.