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Notes and Lines of Credit (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Notes and lines of credit consist of the following:

 Notes and lines of credit consist of the following:

 

           
        As of September 30, 2024     As of December 31, 2023  
    Rate at
September
30, 2024
  Total
Borrowing
Capacity
    Outstanding
Borrowed
Balance
    Total
Borrowing
Capacity
    Outstanding
Borrowed
Balance
 
Libertyville Bank & Trust(1)   9.00%   $ 30     $     30      
Libertyville Bank & Trust(2)   9.00%     500             500        
Beachcorp, LLC(3)   8.75%     8,000             3,298       2,810  
Beachcorp, LLC(4)   8.75%     5,200       5,200       5,200       5,000  
Strandler, LLC(5)   8.75%     1,000       1,000       1,000       1,000  
Strandler, LLC(6)   9.25%                 2,000       2,000  

 

1)Since July 2014, we have maintained a bank-issued letter of credit for up to $30 in borrowings, with interest at the prime rate plus 1%, to support our obligations under our Romeoville, Illinois facility lease agreement. No borrowings have been incurred under this promissory note. It is our intention to renew this note annually. Because there were no amounts outstanding on the note at any time during 2024 or 2023, we have recorded no related liability on our balance sheet.

 

2)On December 21, 2021, the existing credit agreement with Libertyville was converted for use to support our obligations under our newly leased manufacturing and warehouse space in Bolingbrook, Illinois. Interest on drawn balances will be at the prime rate plus 1%. This credit agreement has a maturity of December 22, 2024. We expect to renew this agreement annually, as the lease requires. This credit agreement is secured by all the unencumbered assets of the Company and has superior collateral rights to those credit facilities with Beachcorp, LLC and Strandler, LLC.

 

3)On January 28, 2022, the Company entered into an Amended and Restated Business Loan Agreement (the “A&R Loan Agreement”), which amends and restates the Master Agreement between the Company and Beachcorp, LLC, and a new promissory note in order to evidence the A/R Revolver facility, including an amendment to expand the limit on the A/R Revolver Facility from $6,000 to $8,000, reduce the interest rate to the prime rate plus 0.75%, and extend the maturity of the A/R Revolver Facility to March 31, 2024. On March 1, 2024, the company entered into a Second Amendment to the Amended and Restated Business Loan Agreement extending the maturity of the A/R Revolver Facility to October 1, 2025.

 

4)On January 28, 2022, the Company entered into the A&R Loan Agreement and a new revolving loan agreement (“Inventory Facility”) with Beachcorp, LLC, and a new promissory note in order to evidence the Inventory Facility. The maximum borrowing amount under the Inventory Facility was $4,000, with a borrowing base consisting of up to 50% of the value of qualified inventory of the Company. The interest rate for the Inventory Revolver is at the prime rate plus 0.75%, and it matured on March 31, 2024. On November 13, 2023, the Company entered into a Replacement Promissory Note with Beachcorp, LLC replacing the Inventory Facility promissory note executed on January 28, 2022. The maximum borrowing amount under the replacement Inventory Facility was increased to $5,200, with a borrowing base consisting of up to 55% of the value of qualified inventory of the Company. The interest rate for the replacement Inventory Revolver remains at the prime rate plus 0.75%. On March 1, 2024, the company entered into a Second Amendment to the Business Loan Agreement extending the maturity of the Inventory Revolver Facility to October 1, 2025.

 

5)On January 28, 2022, the Company entered into an additional Business Loan Agreement (the “New Term Loan Agreement”) with Strandler, LLC, which effectively transferred or assigned the Term Loan to Strandler, LLC from Beachcorp, LLC. Interest on the New Term Loan is at the prime rate plus 0.75%. Strandler, LLC is also an affiliate of Bradford T. Whitmore. On March 1, 2024, the company entered into a Second Amendment to the Business Loan Agreement extending the maturity of the Term Maturity Note to October 1, 2025.

 

6)On November 13, 2023, the Company entered into a new Promissory Note (the “Bridge Note”) with Strandler, LLC. The maximum borrowing amount under the Bridge Note was $2,000. The interest rate for the Bridge Note was at the prime rate plus 0.75%, and it was to mature on May 13, 2024. The Bridge Note was repaid in February 2024.
Related party interest expense consists of the following:

Related party interest expense consists of the following:

 

                                 
    Three months ended
September 30,
    Nine months ended
September 30,
 
    2024     2023     2024     2023  
Interest expense, related parties   $ 152     $ 199     $ 546     $ 560  
Accrued interest expense, related parties     46       57       46       57  

 

Outstanding notes and lines of credit balances associated with related parties are as follows:

 

    September 30,
2024
    December 31,
2023
 
Beachcorp, LLC   $ 5,200     $ 7,810  
Strandler, LLC     1,000       3,000