UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | December 22, 2011 |
Energy Focus, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 0-24230 | 94-3021850 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 32000 Aurora Road, Solon, Ohio | 44139 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 440-715-1300 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 22, 2011, Energy Focus, Inc. (the "Company") entered into a three-year, secured, revolving line of credit (the "Financing Agreement") of up to $4.5 million with Rosenthal & Rosenthal, Inc. (the "Lender"). The total loan amount available to the Company under the line from time to time is based on the amount of the Company’s (i) qualified accounts receivable, which is equal to 85% of its net amount of eligible receivables, plus (ii) available inventory, which is the lesser of 50% of the lower of cost or market value of eligible inventory, or $250,000, minus reserves deemed necessary by the Lender. The line is secured by a lien on the Company’s assets.
Interest on advances under the line is due monthly on receivables at the "Prime Rate", announced by JPMorgan Chase Bank from time to time, plus a margin of 4.5%, on inventory at the Prime Rate plus 6%, and on any over-advances at 3% in excess of the inventory rate. Decreases in the Prime Rate below 4% shall not be given any effect. In addition, an annual facility fee of $45,000 is due at the beginning of each of the three years. The Company paid the Lender the first year’s fee when the Financing Agreement was signed.
The repayment of outstanding advances and interest under this Financing Agreement may be accelerated upon an event of default including, but not limited to, failure to make timely payments or breach of any terms set forth in the Financing Agreement.
On December 28, 2011 the Company issued a press release announcing the Financing Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 22, 2011, the Company entered into a new financing arrangement; the information required by Item 2.03 is included in Item 1.01 of this report and is hereby incorporated in Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Energy Focus, Inc. | ||||
| December 30, 2011 | By: |
/s/ Mark J. Plush
|
||
|
|
||||
| Name: Mark J. Plush | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
|
|
|
|
|
99.1
|
Press Release Dated December 28, 2011 - Energy Focus, Inc. Announces a $4.5 Million Financing Agreement |
Energy Focus, Inc. Announces a $4.5 Million Financing Agreement
SOLON, Ohio, December 28, 2011 — Energy Focus, Inc. (OTCBB: EFOI.OB) today announced it has completed a revolving secured line of credit of up to $4.5 million with Rosenthal & Rosenthal, Inc. This new agreement is a three year secured revolving line of credit to which Energy Focus, Inc. may borrow up to $4.5 million, subject to periodic adjustments based on the amount of certain assets of the Company. The proceeds from the credit facility will be used to retire a portion of existing debt and for working capital.
Joe Kaveski, Energy Focus’ Chief Executive Officer, said, “This financing is an important step in our capital structure and will enable us to fund our anticipated growth with the U.S. Navy.”
About Energy Focus, Inc.
Energy Focus, Inc. is a leading provider of energy efficient LED lighting products and turnkey energy efficient lighting solutions, holding 74 relevant lighting patents. Our solutions provide energy savings, aesthetics, safety and maintenance cost benefits over conventional lighting. Our long-standing relationship with the U.S. Government includes numerous research and development projects for the DOE and DARPA, creating energy efficient LED lighting systems for the U.S. Navy fleet and the next generation Very High Efficiency Solar Cell. Customers include supermarket chains, the U.S. Government, state and local governmental agencies, retail stores, museums, theme parks and casinos, hotels, swimming pool builders and many others. Company headquarters are located in Solon, OH, with additional offices in Nashville, TN, Pleasanton, CA, and the United Kingdom. For more information, see our web site at www.energyfocusinc.com.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For more information about potential factors that could affect the financial results of Energy Focus, please refer to the Company’s SEC reports, including its Annual Reports on Form 10-K and its quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.
About Rosenthal & Rosenthal
Rosenthal & Rosenthal, Inc. the principal unit of the Rosenthal Group (Rosenthal), is a privately held finance company now celebrating its 74th year. Rosenthal provides Asset-Based Lending, Factoring and Specialty Lending to clients across a wide range of industries. Rosenthal’s capabilities include traditional financing, such as secured working capital loans, as well as highly specialized lending against non-traditional collateral. Rosenthal offers superior service and customized financial solutions to enable their clients to meet short-term, long-term and seasonal business goals. As an independent, privately-held company, Rosenthal is able to respond quickly and effectively to the complex financial needs of their clients.
Media Contact:
Energy Focus, Inc.
Public Relations Office
(440) 715-1295
pr@energyfocusinc.com
Investor Contact:
Brion Tanous
CleanTech IR, Inc.
(310) 541-6824
btanous@cleantech-ir.com