Convertible Subordinated Debt | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Subordinated Borrowings Disclosure [Text Block] | ' |
10. Convertible Subordinated Debt |
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On June 3, 2011, the Company issued $12,000 principal amount of 10% Convertible Senior Subordinated Notes Due June 1, 2016 in a private placement to selected accredited investors. As of June 30, 2014, the notes are convertible at the option of the holders into shares of common stock at a conversion rate of 253.67 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of $3.94 per share of common stock), subject to dilutive adjustment for cash and stock dividends, stock splits and similar transactions, at any time before maturity. The current conversion price reflects 13 adjustments for dividends declared on the Company’s common stock since the issuance of the notes. In addition, if the last reported sale price of the Company’s common stock for 30 consecutive trading days is equal to or greater than $7.00, and a registration statement is effective covering the resale of the shares of common stock issuable upon conversion of the notes, the Company has the right, in its sole discretion, to require the holders to convert all or part of their notes at the then applicable conversion rate. Interest on the notes is payable in arrears on the first day of June and December every year the notes are outstanding. The purchase agreement pursuant to which the notes were issued contains covenants, including restrictions on the Company’s ability to incur certain indebtedness and create certain liens. As of June 30, 2014, the Company was in compliance with all covenants. Officers and directors of the Company and certain affiliated entities purchased $4,000 principal amount of the notes. |
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As a result of transactions which cause adjustments to the conversion rate, the embedded conversion option has been bifurcated and recorded as a separate derivative liability at a fair value at issuance of the notes of $2,829, with a corresponding discount recorded on the notes. The derivative liability is carried at fair value with changes therein recorded in income. The quarterly mark to market of the derivative liability will result in non-operating, non-cash gains or losses based on decreases or increases in the Company’s stock price, respectively, among other factors. The non-cash discount is being amortized as additional interest expense over the term of the notes. During the three and six month periods ended June 30, 2014, the change in the fair value of the derivative liability resulted in a gain of $249 and a loss of $180, respectively, and amortization of the discount amounted to $141 and $282, respectively. During the three and six month periods ended June 30, 2013, the increase in the fair value of the derivative liability resulted in a loss of $44 and $2,167, respectively, and amortization of the discount amounted to $141 and $282, respectively. |
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The derivative liability was valued using a lattice model using unobservable level 3 inputs. This technique was selected because it embodies all of the types of inputs that the Company expects market participants would consider in determining the fair value of equity linked derivatives embedded in hybrid debt agreements. |
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The following table summarizes the significant inputs resulting from the calculations as of June 30, 2014, December 31, 2013 and issuance: |
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| | June 30, 2014 | | | December 31, 2013 | | | June 3, 2011 | |
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Equity value | | $ | 35,890 | | | $ | 30,708 | | | $ | 36,811 | |
Volatility | | | 35 | % | | | 45 | % | | | 70 | % |
Risk free return | | | 0.47 | % | | | 0.38 | % | | | 1.6 | % |
Dividend Yield | | | 2.42 | % | | | 2.79 | % | | | 2.51 | % |
Strike Price | | $ | 3.94 | | | $ | 3.99 | | | $ | 4.65 | |
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The majority of the proceeds from the notes were earmarked for a long term advance in connection with a supply agreement with the Indonesian company PT. Alumindo Light Metal Industry Tbk (“PT. Alumindo”), a leading producer of high quality semi-finished aluminum products, and its affiliates, as described below. The Company provided a $10 million non-interest bearing advance to an affiliate of PT. Alumindo to enable the expansion of capacity within that group of companies’ production network. Agreements entered into in connection with this loan also provide for a long term, multi-year substantial and preferential supply position from PT. Alumindo's premier aluminum rolling mill located in Surabaya, Indonesia. The pre-payment advance became repayable to us beginning on January 1, 2013 in monthly installments of $278. As of August 4, 2014, the payments are up to date and current. If the Company and PT. Alumindo are unable to agree on a product price under the supply agreement for any given quarter, the monthly re-payment obligation will increase to $556 and the outstanding balance will accrue interest, at the one month U.S. dollar LIBOR rate plus 3.5% per annum, per month. The entire remaining balance, if any, must be repaid on January 1, 2016. As consideration for this loan, PT. Alumindo agreed to make available a committed and significant tonnage of production to the Company on a guaranteed and long-term basis, which should help the Company lessen the risk of an interruption in the sources of its metal supply from PT. Alumindo’s mill in Surabaya, Indonesia, with which the Company has had substantial experience. The supply agreement calls for increased supply and minimum tonnages. |
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Interest at the rate of 3.74%, based on the interest rate chargeable in the agreement in the event the supplier does not meet its supply commitments, has been imputed on the non-interest bearing advance and the resulting discount which amounted to $962 has been ascribed to the preferential supply agreement. Imputed interest is recorded in income over the term of the advance by use of the interest method. The preferential supply agreement is being amortized by the straight line method over three years starting from January 1, 2013, the date that the increased supply agreement began. During the three and six month periods ended June 30, 2014 and 2013 amortization amounted to $80 in each three month period and $160 in each six month period. |
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