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Note 3 - Debt
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Debt Disclosure [Text Block]
3
.       
Debt
 
We have
a secured
$6.0
million revolving credit facility with Wells Fargo Bank, National Association (“Wells Fargo”) with an excess availability requirement of
$2.0
million resulting in maximum borrowings of
$4.0
million under the facility, subject to borrowing base eligibility requirements.  The credit facility matures in
October 2018
and is secured by our accounts receivable, inventory and certain other assets. Borrowings under the credit facility bear interest at a variable per annum rate equal to the daily
three
-month London Bank Interbank Offered Rate plus
3.5%.
 
The credit f
acility contains covenants that, among other things limit our ability to incur certain types of debt or liens, pay dividends, enter into mergers and consolidations or use proceeds of borrowing for other than permitted uses
 
On
November 20, 2017,
the Company entered into an asset purchase agreement to sell substantially all of its assets to Churchill Downs LLC. On
December 7, 2017,
the Company entered into a letter of consent (the “Consent”) with Wells Fargo, pursuant to the debt agreement, in which Wells Fargo consented to, and waived any events of default relating to, the Company
’s entry into the asset purchase agreement. Wells Fargo acknowledges in the Consent that the Company
may
close the Asset Sale if, prior to or concurrently with such closing, the Company terminates the credit facility in accordance with its terms and complies with all requirements of the credit facility necessary to cause Wells Fargo to release its security interest in the assets of the Company. Wells Fargo further agreed in the Consent to require up to
three
business days’ notice of the termination of the credit facility instead of the
thirty
days currently required. Wells Fargo also agreed to consent to the replacement of Glenn Prillaman as the Company’s Chief Executive Officer on an interim basis. 
 
The credit f
acility also includes a covenant requiring us to maintain a minimum fixed charge ratio of
not
less than
1.1
to
1.0
for the trailing
twelve
months with an initial compliance date at
December 31, 2017.
We obtained a waiver on
November 9, 2017
for compliance with this covenant as of
December 31, 2017
,
as long as the aggregate principal outstanding under the credit facility is
not
greater than
$250,000
on
December 31, 2017.
At
December 31,
20
17,
no
borrowings were outstanding under this revolving credit facility.
 
On
March 2, 2018,
in connection with the Asset Sale discussed in Note
11,
the Company terminated its Credit Agreement, dated as of
October 25, 2016,
as amended, with Wells Fargo and the related Security Agreement with Wells Fargo, dated as of
October 25, 2016.