| Related Party Notes and Lines of Credit |
(6) Related Party Notes and Lines of Credit
Notes and lines of credit
consist of the following:
| |
|
|
|
As of March 31, 2025 |
|
|
As of December 31, 2024 |
|
| |
|
Rate at
March 31,
2025 |
|
Total
Borrowing
Capacity |
|
|
Outstanding
Borrowed
Balance |
|
|
Total
Borrowing
Capacity |
|
|
Outstanding
Borrowed
Balance |
|
| Libertyville Bank & Trust (1) |
|
8.50% |
|
$ |
30 |
|
|
$ |
— |
|
|
$ |
30 |
|
|
$ |
— |
|
| Libertyville Bank & Trust (2) |
|
8.50% |
|
|
500 |
|
|
|
— |
|
|
|
500 |
|
|
|
— |
|
| Beachcorp, LLC (3) |
|
8.25% |
|
|
8,000 |
|
|
|
6,292 |
|
|
|
5,604 |
|
|
|
— |
|
| Beachcorp, LLC (4) |
|
8.25% |
|
|
5,200 |
|
|
|
5,200 |
|
|
|
5,200 |
|
|
|
4,000 |
|
| Strandler, LLC (5) |
|
8.25% |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
1,000 |
|
| 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 2025 or 2024, 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, 2025. 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 was set to mature 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. |
The Company classifies
the line of credit – accounts receivable as current because we are required to pay back the borrowings as cash is received from
our customers. The Company’s remaining debt is presented within the Consolidated Balance Sheet as of March 31, 2025, and December
31, 2024 in accordance with the maturity dates in the financing agreements.
Beachcorp,
LLC and Strandler, LLC are affiliates of Mr. Bradford T. Whitmore, who beneficially owns a majority of the Company’s common stock
and is the brother of Ms. R. Janet Whitmore, a director of the Company and the chair of the Company’s board of directors. The A/R
Revolver Facility, the Inventory Facility and the New Term Loan are all secured by all the unencumbered assets of the Company and subordinated
to the Company’s credit facility with Libertyville Bank & Trust. The Company’s loan agreements with Strandler, LLC and
Beachcorp, LLC currently are set to expire on October 1, 2025, which could become an operating risk if we are not able to refinance or
extend the maturity dates.
Related party interest expense
consists of the following:
| | |
Three months ended March 31, | |
| | |
2025 | | |
2024 | |
| Interest expense, related parties | |
$ | 176 | | |
$ | 212 | |
| Accrued interest expense, related parties | |
| 81 | | |
| 57 | |
Outstanding balances associated
with related parties are as follows:
| | |
| |
| | |
March 31,
2025 | | |
December 31,
2024 | |
| Beachcorp, LLC | |
$ | 11,492 | | |
$ | 4,000 | |
| Strandler, LLC | |
| 1,000 | | |
| 1,000 | |
|