Credit Facilities and Debt | 12. U.S. Credit Facilities At June 30, 2017, the Company and its U.S. subsidiaries have a Loan and Security Agreement, as amended, (the “Loan Agreement”) with The Private Bank and Trust Company (“Private Bank”). The Loan Agreement provides a revolving credit facility with a maturity date of July 20, 2019. The aggregate amount of the facility is $25,000. The maximum borrowing available to the Company under the Loan Agreement is limited to: (1) 85% of eligible receivables; plus (2) 50% of eligible inventory valued at the lower of cost or market subject to a $17,500 limit; plus (3) 80% of eligible used equipment, as defined, valued at the lower of cost or market subject to a $2,000 limit. At June 30, 2017, the maximum the Company could borrow based on available collateral was capped at $25,000. At June 30, 2017, the Company had borrowed $13,235 The Loan Agreement provides that the Company can opt to pay interest on the revolving credit at either a base rate plus a spread, or a LIBOR rate plus a spread. The base rate spread ranges from 0.25% to 1.00% depending on the Senior Leverage Ratio (as defined in the Loan Agreement). The LIBOR spread ranges from 2.25% to 3.00% also depending on the Senior Leverage Ratio. At June 30, 2017, the base rate and LIBOR spreads were 1.00% and 3.00%, respectively. Funds borrowed under the LIBOR option can be borrowed for periods of one, two, or three months and are limited to four LIBOR contracts outstanding at any time. The underlying reference rate for our base rated borrowings at June 30, 2017 was 4.25%. At June 30, 2017, the Company had two outstanding advances with interest tied to LIBOR. The contracts had an underlying LIBOR rate of 1.0756%. The Loan Agreement subjects the Company and its domestic subsidiaries to a quarterly EBITDA covenant (as defined). The quarterly EBITDA covenant (as defined) are $(1,000) for the quarter ended at March 31, 2017, $0 for the quarter ended June 30, 2017, and $2,000 for all quarters starting with the quarter ended September 30, 2017 through the end of the agreement. Additionally, the Company and its domestic subsidiaries are subject to a Fixed Charge Coverage ratio of 1.05 to 1.00 measured on an annual basis beginning December 31, 2017, followed by a Fixed Charge Coverage ratio of 1.15 to 1.00 measured quarterly starting March 31, 2018 (based on a trailing twelve month basis) through the term of the agreement. The Loan Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company’s ability to, among other things, incur additional indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, pay dividends or make distributions, repurchase stock, in each case subject to customary exceptions for a credit facility of this size. The Loan Agreement has a Letter of Credit facility of $3,000, which is fully reserved against availability . Note Payable—Bank At June 30, 2017, the Company has a $183 term note payable to a bank. The Company is required to make eleven monthly payments of $37 that began on January 30, 2017. The note dated January 18, 2017 had an original principal amount of $400 and an annual interest rate of 2.75%. Proceeds from the note were used to pay annual premiums for certain insurance policies carried by the Company. The holder of the note has a security interest in the insurance policies it financed and has the right upon default to cancel these policies and receive any unearned premiums. PM Group Short-Term Working Capital Borrowings At June 30, 2017, PM Group had established demand credit and overdraft facilities with seven Italian banks and six banks in South America. Under the facilities, PM Group can borrow up to approximately €23,279 ($26,564) for advances against invoices, and letter of credit and bank overdrafts. Interest on the Italian working capital facilities is charged at the 3-month or 6-month Euribor plus 200 basis points, while interest on overdraft facilities is charged at the 3 month Euribor plus 350 basis points. Interest on the South American facilities is charged at a flat rate of points for advances on invoices ranging from 9%-24%. At June 30, 2017, the Italian banks had advanced PM Group €19,812 ($22,607), at variable interest rates, which currently range from 1.42% to 1.67%. At June 30, 2017, the South American banks had advanced PM Group €871 ($994). Total short-term borrowings for PM Group were €20,683 ($23,601) at June 30, 2017. PM Group Term Loans At June 30, 2017, PM Group has a €10,825 ($12,352) (net of debt issuance costs) term loan with two Italian banks, BPER and Unicredit. The term loan is split into three separate notes and is secured by PM Group’s common stock. Debt issuance costs offset against these term loans totaled €375 ($428) at June 30, 2017. The first note has an outstanding principal balance of €3,578 ($4,083), which is net of unamortized debt issuance costs of €329 ($375), is charged interest at the 6-month Euribor plus 236 basis points, effective rate of 2.09% at June 30, 2017. The note is payable in semi-annual installments beginning June 2017 and ending December 2021. The second note has an outstanding principal balance of €4,394 ($5,013), is charged interest at the 6-month Euribor plus 286 basis points, effective rate of 2.59% at June 30, 2017. The note is payable in semi-annual installments beginning June 2017 and ending December 2021. The third note has an outstanding principal balance of €2,853 ($3,256) and is non-interest bearing. The note is payable in semi-annual installments beginning June 2016 and ending December 2017 with a final balloon payment of €2,500 in March 2022. An adjustment in the purchase accounting to value the non-interest bearing debt at its fair market value was made. At January 15, 2015 it was determined that the fair value of the debt was €1,460 or $1,561 less than the book value. This reduction is not reflected in the above descriptions of PM debt. This discount is being amortized over the life of the debt and being charged to interest expense. As of June 30, 2017 the remaining balance was €705 or $804 and has been offset to the debt. PM Group is subject to certain financial covenants as defined by the debt restructuring agreement with BPER and Unicredit including maintaining (1) Net debt to EBITDA, (2) Net debt to equity, and (3) EBITDA to net financial charges ratios. The covenants are measured on a semi-annual basis. At June 30, 2017, PM Group has unsecured borrowings with four Italian banks totaling €13,015 ($14,851). Interest on the unsecured notes is charged at the 3-month Euribor plus 250 basis points, effective rate of 2.17% at June 30, 2017. Principal payments are due on a semi-annual basis beginning June 2019 and ending December 2021. Accrued interest on these borrowings through the date of acquisition at January 15, 2015, totaled €358 ($409) and is payable in semi-annual installments beginning June 2019 and ending December 2019. At June 30, 2017, Autogru PM RO, a subsidiary of PM Group, has two notes. The first note is payable in 60 monthly principal installments of €8 ($9), plus interest at the 1-month Euribor plus 300 basis points, effective rate of 3.00% at June 30, 2017, maturing October 2020. At June 30, 2017, the outstanding principal balance of the note was €339 ($387). The second new note is payable in one installment in September 2017 is charged interest at the 1-month Euribor plus 250 basis points, effective rate of 2.50% at June 30, 2017. At June 30, 2017, the outstanding principal balance of the note was €440 ($502). PM has an interest rate swap with a fair market value at June 30, 2017 of €6 or $7 which has been included in debt. Valla Short-Term Working Capital Borrowings At June 30, 2017, Valla had established demand credit and overdraft facilities with three Italian banks. Under the facilities, Valla can borrow up to approximately €1,343 ($1,532) for advances against orders, invoices and bank overdrafts. Interest on the Italian working capital facilities is charged at a flat percentage rate for advances on invoices and orders ranging from 4.50% - 4.75%. At June 30, 2017, the Italian banks had advanced Valla €542 ($618). Valla Term Loans At June 30, 2017, Valla has a term loan with Carisbo. The note is payable in quarterly principal installments of €8 ($9), plus interest at the 3-month Euribor plus 470 basis points, effective rate of 4.37% at June30, 2017. The note matures on January 2021. At June 30, 2017, the outstanding principal balance of the note was €110 ($126). Capital leases Georgetown facility The Company leases it Georgetown facility under a capital lease that expires on April 30, 2028. The monthly rent is currently $64 and is increased by 3% annually on September 1 during the term of the lease. At June 30, 2017, the outstanding capital lease obligation is $5,256. Winona facility The Company has a lease which expired on February 1, 2017, that includes a one year extension through February 1, 2018, at the option of the Company. The Company exercised its option to extend the lease. The lease provides for monthly lease payments of $2 for its Winona, Minnesota facility. The Company has an option to purchase the facility for $500 by giving notice to the landlord of its intent to purchase the facility. The Company has chosen to exercise the purchase option effective July 26, 2017. At June 30, 2017, the Company has outstanding capital lease obligation of $500 which is the amount of the purchase option. Equipment The Company has entered into a lease agreement with a bank pursuant to which the Company is permitted to borrow 100% of the cost of new equipment with 60 months repayment periods. At the conclusion of the lease period, for each piece of equipment the Company is required to purchase that piece of leased equipment for one dollar. The equipment, which is acquired in ordinary course of the Company’s business, is available for sale and rental prior to sale. Under the lease agreement the Company can elect to exercise an early buyout option at any time, and pay the bank the present value of the remaining rental payments discounted by a specified Index Rate established at the time of leasing. The early buyout option results in a prepayment penalty which progressively decreases during the term of the lease. Alternatively, under the like-kind provisions in the agreement, the Company can elect to replace or substitute different equipment in place of equipment subject to the early buyout without incurring a penalty. The following is a summary of amounts financed under equipment capital lease agreements: Remaining Balance as of Amount Borrowed Repayment Period Amount of Monthly Payment June 30, 2017 New equipment $ 896 49 $ 18 $ 759 As of June 30, 2017, the Company has two additional capital leases with total capitalized lease obligations of $20. |