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Debt
6 Months Ended
Jun. 30, 2013
Debt Disclosure [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 June 30, 2013, the Term Loan had an outstanding principal balance of $500,000.

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 June 30, 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 June 30, 2013, the Line of Credit had an outstanding principal balance of $1,520,000.

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. 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.

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 quarters ended March 31, 2013 and June 30, 2013, we were not in compliance with either covenant. Pursuant to terms of the Loan Agreement, in May 2013, management disclosed to BAML the first quarter covenant violation and the probability of the second quarter covenant violation. In connection with the first quarter covenant violation and probable second quarter 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 and remedies available to it under the Loan Agreement. While the covenant violations have not been waived by BAML as of the date of this report, based on discussions and correspondence with BAML, management expects BAML to execute a forbearance agreement with the Company which, among other things, will reflect covenants with which the Company would be in compliance for the quarters ended March 31, 2013 and June 30, 2013. However, we can give no assurance that a forbearance agreement or covenant waiver of any kind 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 June 30, 2013.

If we are unable to obtain a waiver from BAML or execute a forbearance agreement for the covenant violations described herein, 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.