Note 8 - Debt

12 Months Ended

Dec. 31, 2012

8. Debt

Credit Facilities

On December 22, 2011, the Company entered into a $4.5 million revolving line of credit with Rosenthal & Rosenthal. The total loan amount available to the Company under the line of credit is equal to 85% of its net amount of eligible receivables, plus available inventory (the lesser of 50% of the lower of cost or market value of eligible inventory, or $250 thousand). The credit facility is secured by a lien on the domestic assets of the Company. The interest rate is 8.5% for borrowing on accounts receivable, 10.0% on inventories and 13% on overdrafts. Additionally, there is an annual 1% facility fee on the entire amount of the credit facility payable at the beginning of the year. The credit facility is a three year agreement, expiring on December 31, 2014, unless terminated sooner. There are liquidated damages if the credit facility is terminated prior to December 31, 2014, which are based on the maximum credit facility amount then in effect. The damages are: 3% if terminated prior to the first anniversary of the closing date, 2% if terminated prior to the second anniversary of the closing date, and 1% if terminated prior to the third anniversary of the closing date. The Company is required to comply with certain financial covenants as defined in the agreement, including: a tangible net worth amount and a working capital amount. The Company was in compliance with the financial covenants at December 31, 2012. Borrowings under the revolving line of credit were $1.6 million and $701 thousand at December 31, 2012 and 2011, respectively, and are recorded in the Consolidated Balance Sheets as a current liability under the caption “Credit line borrowings.”

The Company maintained a British pounds sterling-denominated bank overdraft facility with Lloyds Bank Plc through its United Kingdom subsidiary in the amount of £100,000, which had been renewed on an annual basis in May. However, in May of 2012, this facility was not renewed. The interest rate on the facility at December 31, 2011 was 3.60%, and there were no borrowing against it at that time.

Borrowings

	December 31, 2012			December 31, 2011
Unsecured Convertible Notes (1)	$	1,500		$	-
Convertible Promissory Note - TLC Investments LLC (2)		500			500
Cognovit Note - Keystone Ruby, LLC (3)		277			325
Letter of Credit Agreement - Mark Plush (4)		250			250
Unsecured Promissory Note - Quercus Trust (5)		70			70
Letter of Credit Agreement - Quercus Trust (6)		-			300
Secured Subordinated Promissory Note - EF Energy Partners LLC (7)		-			287
Letter of Credit Agreement - John Davenport (8)		-			250
Discounts on long-term borrowings		(48	)		(172	)

Subtotal		2,549			1,810

Less: Current maturies of long-term debt		(756	)		(855	)

Long-term debt	$	1,793		$	955

(1)

Notes mature on December 31, 2015, bear interest at 5%, and are convertible into common stock of the Company at $0.23 per share.

(2)

Note matures on June 30, 2013, bears interest at the Wall Street Journal Prime Rate plus two percent (2%), and is convertible into 500,000 shares of the Company’s common stock. Additionally, as a provision to this note, if the reported closing price of a share of common stock of the Company is not equal to or greater than $2.00 for at least twenty (20) trading days between June 30, 2010 and June 30, 2013, the Company shall pay TLC an additional fee of $500 thousand on the maturity date. The Company accrued for this contingent liability at its fair value at the time of inception of the note. The Convertible Note is secured by a first-lien-position security interest in the assets of SRC. See Note 9, Commitments and Contingencies.

(3)

Note matures on April 1, 2017 and bears interest at 10%. Per the terms of the note, if the Company does not renew its lease by December 31, 2013, the note becomes payable immediately.

(4)

LOC matures on August 11, 2013, and bears interest at 12.5%. The LOC is collateralized by a cash deposit with an insurance company issuing the Company’s contract performance bonds and by 32% of the unpledged stock of Crescent Lighting, Ltd. (“CLL”), a subsidiary of the Company. As an incentive to enter into the LOC, the Company issued five-year, detached warrants to purchase 125,000 shares of common stock at an exercise price of $0.01 per share. See Note 14, Related Party Transactions.

(5)

Note matures on June 1, 2109 and bears interest at 1%.

(6)

As of December 31, 2011, the Company was in default on this LOC as it matured on December 31, 2011. The LOC was paid in full in March 2012. The interest rate was 12.5%.

(7)

Note was to mature on March 30, 2013, but was paid in full in March 2012. The interest rate was 12.5%.

(8)

On December 21, 2011, the LOC with John Davenport was amended to extend the due date from December 31, 2011, to a month by month basis as long as interest continued to be earned at 12.5%. The LOC was subsequently paid in March 2012. As an incentive to enter into the LOC, the Company issued five-year, detached warrants to purchase 125,000 shares of common stock at an exercise price of $0.01 per share. See Note 14, Related Party Transactions.

Future maturities of remaining borrowings are (in thousands):

Year ending December 31,	Long-Term Debt
2013	$	804
2014		59
2015		1,566
2016		72
2017		26
2018 and thereafter		70
Gross long-term borrowings		2,597
Less: discounts on long-term borrowings		(48	)
Total commitment, net		2,549

Less: portion classified as current		(756	)
Long-term borrowings, net	$	1,793

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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