Line of Credit and Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Line of Credit and Debt

	June 30, 2018			December 31, 2017
Loan and Security Agreement with Cherokee Financial, LLC: 5 year note at an annual interest rate of 8% plus a 1% annual oversight fee, interest only and oversight fee paid quarterly with first payment being made on May 15, 2015, annual principal reduction payment of $75,000 due each year beginning on February 15, 2016, with a final balloon payment being due on February 15, 2020. Loan is collateralized by a first security interest in building, land and property.	$	975,000		$	1,050,000
Crestmark Line of Credit: 3 year line of credit maturing on June 22, 2020 with interest payable at a variable rate based on WSJ Prime plus 3% with a floor or 5.25%; loan fee of 0.5% annually & monthly maintenance fee of 0.3% on actual loan balance from prior month. Early termination fee of 2% if terminated prior to natural expiration. Loan is collateralized by first security interest in receivables and inventory and the all-in interest rate as of the date of this report is 13.1%.		596,000			446,000
Crestmark Equipment Loan: 38 month equipment loan related to the purchase of manufacturing equipment, at an interest rate of WSJ Prime Rate plus 3%; or 8.00% as of the date of this report.		25,000			31,000
Term Loan with Cherokee Financial LLC: 1 year note at an annual interest rate of 12% paid quarterly in arrears with first interest payment being made on May 15, 2018 and a balloon payment being due on February 15, 2019.		150,000			0
		1,746,000			1,527,000
Less debt discount & issuance costs (Cherokee Financial LLC loans)		(167,000	)		(203,000	)
Total debt, net		1,579,000			1,324,000
Current portion		833,000			533,000
Long-term portion, net of current portion	$	746,000		$	791,000

LOAN AND SECURITY AGREEMENT WITH CHEROKEE FINANCIAL, LLC (“CHEROKEE”)

On March 26, 2015, the Company entered into a LSA with Cherokee Financial, LLC (the “Cherokee LSA”). The debt with Cherokee is collateralized by a first security interest in real estate and machinery and equipment. Under the Cherokee LSA, the Company was provided the sum of $1,200,000 in the form of a 5-year Note at an annual interest rate of 8%. The Company is making interest only payments quarterly on the Cherokee LSA, with the first interest payment paid on May 15, 2015. The Company is also required to make an annual principal reduction payment of $75,000 on each anniversary of the date of the closing; with the first principal reduction payment being made on February 15, 2016 and the most recent principal reduction payment being made on February 15, 2018 with the proceeds received from a new term loan with Cherokee Financial, LLC (See “Term Loan with Cherokee” within this Note). A final balloon payment is due on March 26, 2020. In addition to the 8% interest, the Company pays Cherokee a 1% annual fee for oversight and administration of the loan. This oversight fee is paid in cash and is paid contemporaneously with the quarterly interest payments. The Company can pay off the Cherokee loan at any time with no penalty; except that a 1% administration fee would be required to be paid to Cherokee to close out all participations.

The Company received net proceeds of $80,000 after $1,015,000 of debt payments, and $105,000 in other expenses and fees. With the adoption of ASU No. 2015-03 in the First Quarter of Fiscal 2016, these transaction costs (with the exception of the interest expense) are being deducted from the balance on the Cherokee LSA and are being amortized over the term of the debt.

The Company recognized $87,000 in interest expense related to the Cherokee LSA in the six months ended June 30, 2018 (of which $47,000 is debt issuance cost amortization recorded as interest expense) and, $84,000 in interest expense related to the Cherokee LSA in the six months ended June 30, 2017 (of which $47,000 is debt issuance cost amortization recorded as interest expense). The Company had $13,000 in accrued interest expense at June 30, 2018.

The Company recognized $43,000 in interest expense related to the Cherokee LSA in the three months ended June 30, 2018 (of which $23,000 is debt issuance cost amortization recorded as interest expense), and $44,000 in interest expense related to the Cherokee LSA in the three months ended June 30, 2017 (of which $23,000 is debt issuance cost amortization recorded as interest expense.

As of June 30, 2018, the balance on the Cherokee LSA was $975,000; however the discounted balance was $819,000. As of December 31, 2017, the balance on the Cherokee LSA was $1,050,000; however the discounted balance was $847,000.

LINE OF CREDIT WITH CRESTMARK BANK (“CRESTMARK”)

On June 29, 2015 (the “Closing Date”), the Company entered into a Loan and Security Agreement (“LSA”) with Crestmark related to a revolving line of credit (the “Crestmark LOC”). The Crestmark LOC is used for working capital and general corporate purposes and expires on June 22, 2020.

The Crestmark LOC provides the Company with a revolving line of credit up to $1,500,000 (“Maximum Amount”) with a minimum loan balance requirement of $500,000. The Crestmark LOC is secured by a first security interest in the Company’s inventory, and receivables and security interest in all other assets of the Company (in accordance with permitted prior encumbrances).

The Maximum Amount is subject to an Advance Formula comprised of: 1) 90% of Eligible Accounts Receivables (excluding, receivables remaining unpaid for more than 90 days from the date of invoice and sales made to entities outside of the United States), and 2) up to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $350,000, or 100% of Eligible Accounts Receivable. However, as a result of an amendment executed on June 25, 2018, the amount available under the inventory component of the line of credit was changed to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $250,000 (“Inventory Sub-Cap Limit”) or 100% of Eligible Accounts Receivable. In addition, the Inventory Sub-Cap Limit will be permanently reduced by $10,000 per month commencing on July 1, 2018 and on the first day of the month thereafter until the Inventory Sub-Cap Limit is reduced to $0.

So long as any obligations are due to Crestmark, the Company must comply with a minimum Tangible Net Worth (“TNW”) Covenant. As a result of an amendment executed on June 25, 2018, the TNW covenant was reduced from $650,000 to $150,000 as of June 30, 2018. Additionally, if a quarterly net income is reported, the TNW covenant will increase by 50% of the reported net income. If a quarterly net loss is reported, the TNW covenant will remain the same as the prior quarter’s covenant amount. TNW is still defined as: Total Assets less Total Liabilities less the sum of (i) the aggregate amount of non-trade accounts receivables, including accounts receivables from affiliated or related persons, (ii) prepaid expenses, (iii) deposits, (iv) net lease hold improvements, (v) goodwill and (vi) any other asset that would be treated as an intangible asset under GAAP; plus Subordinated Debt. Subordinated Debt means any and all indebtedness presently or in the future incurred by the Company to any creditor of the Company entering into a written subordination agreement with Crestmark. The Company did not comply with the previous TNW covenant (of $650,000) for March 31, 2018, however, on June 25, 2018; the Company received a waiver from Crestmark with no further changes to the terms of the Crestmark LOC. The Company was also not in compliance with the new TNW covenant as of June 30, 2018. The Company received a waiver from Crestmark for the June 30, 2018 non-compliance with no further changes to the terms of the Crestmark LOC.

If the Company terminates the LSA prior to June 22, 2020, an early exit fee of 2% of the Maximum Amount (plus any additional amounts owed to Crestmark at the time of termination) would be due.

In the event of a default of the LSA, which includes but is not limited to, failure of the Company to make any payment when due and non-compliance with the TNW covenant (that is not waived by Crestmark), Crestmark is permitted to charge an Extra Rate. The Extra Rate is the Company’s then current interest rate plus 12.75% per annum. As of the date of this report, Crestmark has not elected to charge the Extra Rate even though the Company is not in compliance with the TNW covenant as of June 30, 2018.

Interest on the Crestmark LOC is at a variable rate based on the Prime Rate plus 3% with a floor of 5.25%. As of June 30, 2018, the interest only rate on the Crestmark LOC was 8%. As of June 30, 2018, with all fees considered (the interest rate + an Annual Loan Fee of $7,500 + a monthly maintenance fee of 0.30% of the actual average monthly balance from the prior month), the interest rate on the Crestmark LOC was 13.1%.

The Company recognized $44,000 in interest expense related to the Crestmark LOC in the six months ended June 30, 2018 (of which $15,000 is debt issuance cost amortization recorded as interest expense) and $50,000 of interest expense in the six months ended June 30, 2017 (of which $16,000 is debt issuance cost amortization recorded as interest expense).

The Company recognized $23,000 in interest expense related to the Crestmark LOC in the three months ended June 30, 2018 (of which $7,000 is debt issuance cost amortization recorded as interest expense) and $24,000 in interest expense in the three months ended June 30, 2017 (of which $8,000 is debt issuance cost amortization recorded as interest expense).

Given the nature of the administration of the Crestmark LOC, at June 30, 2018, the Company had $0 in accrued interest expense related to the Crestmark LOC, and there is $0 in additional availability under the Crestmark LOC.

As of June 30, 2018, the balance on the Crestmark LOC was $596,000, and as of December 31, 2017, the balance on the Crestmark LOC was $446,000.

EQUIPMENT LOAN WITH CRESTMARK

On May 1, 2017, the Company entered into term loan with Crestmark in the amount of $38,000 related to the purchase of manufacturing equipment. The equipment loan is collateralized by a first security interest in a specific piece of manufacturing equipment. The Company executed an amendment to its LSA and Promissory Note with Crestmark. The amendments addressed the inclusion of the term loan into the LSA and an extension of the Crestmark LOC. No terms of the Crestmark LOC were changed in the amendment. The interest rate on the term loan is the WSJ Prime Rate plus 3%; or 8% as of the date of this report. The balance on the equipment loan was $25,000 as of June 30, 2018, and $31,000 as of December 31, 2017.

The Company incurred $1,000 in interest expense in the six months ended June 30, 2018 related to the Equipment Loan and less than $1,000 in interest expense in the six months ended June 30, 2017. The Company incurred less than $1,000 in interest expense in the three months ended June 30, 2018 related to the Equipment Loan and less than $1,000 in interest expense in the three months ended June 30, 2017.

TERM LOAN WITH CHEROKEE

On March 2, 2018, the Company entered into a one-year Loan Agreement made as of February 15, 2018 (the “Closing Date”) with Cherokee under which Cherokee provided the Company with $150,000 (the “Cherokee Term Loan”). The proceeds from the Cherokee Term Loan were used by the Company to pay a $75,000 principal reduction payment to Cherokee and $1,000 in legal fees incurred by Cherokee. Net proceeds (to be used for working capital and general business purposes) were $74,000.

The annual interest rate for the Cherokee Term Loan is 12% to be paid quarterly in arrears with the first interest payment being made on May 15, 2018. The Cherokee Term Loan is required to be paid in full on February 15, 2019 unless paid off earlier (with no penalty) at the Company’s sole discretion. In connection with the Cherokee Term Loan, the Company issued 150,000 restricted shares of common stock to Cherokee on March 8, 2018.

In the event of default, this includes, but is not limited to, the Company’s inability to make any payments due under the Cherokee Term Loan, Cherokee has the right to increase the interest rate on the Cherokee Term Loan to 18% and the Company would be required to issue and additional 150,000 restricted shares of common stock to Cherokee.

The Company recognized $14,000 in interest expense related to the Cherokee Term Loan in the six months ended June 30, 2018 (of which $8,000 was debt issuance costs recorded as interest expense) and $0 in interest expense in the six months ended June 30, 2017 (as the facility was not yet in place). The Company recognized $9,000 in interest expense related to the Cherokee Term Loan in the three months ended June 30, 2018 (of which $5,000 was debt issuance costs recorded as interest expense) and $0 in interest expense in the three months ended June 30, 2017 (as the facility was not yet in place).

As of June 30, 2018, the balance on the Cherokee Term Loan is $150,000 however the discounted balance is $142,000. As of December 31, 2017, the balance on the Cherokee Term loan was $0 (as the facility was not in place at December 31, 2017).