Debt | 8. DEBT Debt The following table summarizes ALJ’s line of credit, term loan, and equipment financing at the end of each reporting period: March 31, September 30, (in thousands) 2020 2019 Line of credit: Line of credit $ 19,536 $ 9,823 Less: deferred loan costs (604 ) (451 ) Line of credit, net of deferred loan costs $ 18,932 $ 9,372 Current portion of term loans: Current portion of term loan $ 4,100 $ 8,200 Current portion of equipment financing 1,333 1,336 Less: deferred loan costs (394 ) (417 ) Current portion of term loans, net of deferred loan costs $ 5,039 $ 9,119 Term loans, less current portion: Term loan, less current portion $ 69,935 $ 72,882 Term B Loan and in kind interest payable 4,153 $ — Equipment financing, less current portion 1,180 1,765 Less: deferred loan costs (842 ) (1,033 ) Term loans, less current portion, net of deferred loan costs $ 74,426 $ 73,614 Term Loan and Line of Credit In August 2015, ALJ entered into a financing agreement (“Financing Agreement”) with Cerberus Business Finance, LLC (“Cerberus”), to borrow $105.0 million in a term loan (“Cerberus Term Loan”) and have available up to $32.5 million in a revolving loan (“Cerberus/PNC Revolver,” and together with the Cerberus Term Loan, “Cerberus Debt”). ALJ has subsequently entered into nine amendments to the Financing Agreement, of which three were entered into during the six months ended March 31, 2020 and are described below. The Cerberus Debt matures on November 28, 2023 (“Maturity Date”). Sixth Amendment to the Financing Agreement On December 17, 2019, ALJ entered into the Sixth Amendment (“Sixth Amendment”) to the Financing Agreement. The Sixth Amendment amended certain terms and covenants in order to support the continued growth of the Company, as summarized below: • a conversion of $4.1 million in aggregate principal amount from the Cerberus Term Loan to a new term loan (referred to hereafter as “Term B” loan) as discussed in more detail below; • an adjustment to the leverage ratio threshold to (i) 5.25:1.00 for the fiscal quarter ended December 31, 2019, (ii) 4.50:1.00 for the fiscal quarter ended March 31, 2020, (iii) 3.75:1.00 for the fiscal quarter ending June 30, 2020, (iv) 3.50:1:00 for each fiscal quarter beginning with the fiscal quarter ending September 30, 2020 through the fiscal quarter ending December 31, 2020, and (v) 3.25:1:00 for each fiscal quarter beginning with the fiscal quarter ending March 31, 2021 through the fiscal quarter ending June 30, 2021, (vi) 3.00:1.00 for the fiscal quarter ending September 30, 2021, (vii) 3.25:1.00 for the fiscal quarter ending December 31, 2021, and (viii) 3.00:1.00 for each fiscal quarter beginning with the fiscal quarter ending March 31, 2022 and for each fiscal quarter thereafter; • a decrease in the fixed charge coverage ratio threshold from (a) 1.05:1.00 to (i) 0.85:1.00 for the fiscal quarters ended December 31, 2019 and March 31, 2020, (ii) 0.95:1.00 for the fiscal quarter ending June 30, 2020 and (iii) 1.00:1.00 for the fiscal quarter ending in September 30, 2020 and (b) from 1.10:1.00 to 1.05:1.00 for each fiscal quarter beginning with the fiscal quarter ending December 31, 2020 and for each fiscal quarter thereafter; and • an increase of the interest rate floor for LIBOR rate loans from 1.0% to 1.50% per annum and for Prime rate loans from 3.25% to 4.75% per annum. Additionally, the Sixth Amendment added a deleveraging fee (“Deleveraging Fee”), of which the first payment was made on March 31, 2020, and the second payment will become due on June 30, 2020 unless one or more persons purchases a $2.5 million participating interest in the Cerberus Term Loan prior to June 30, 2020. The first payment made on March 31, 2020 was expensed to selling, general, and administrative expense during the three months ended March 31, 2020. Seventh Amendment to the Financing Agreement On February 13, 2020, ALJ entered into the Seventh Amendment (“Seventh Amendment”) to the Financing Agreement to temporarily increase the Cerberus/PNC Revolver borrowing capacity as follows: • Extended the seasonal increase period, originally through February 14, 2020, to March 15, 2020, during which the available amount under the Cerberus/PNC Revolver was $32.5 million; and • Increased the available borrowing limit under the Cerberus/PNC Revolver from $25.0 million to $30.0 million for the period from March 16, 2020 to March 31, 2020. Eighth Amendment to the Financing Agreement On March 26, 2020, ALJ entered into the Eighth Amendment (“Eighth Amendment”) to the Financing Agreement to amend certain terms and covenants, which included: • Removed the seasonal decreases in the Company’s revolving credit facility such that the amount available to borrow thereunder remains $32.5 million through the Maturity Date; • Adjusted quarterly principal payment obligations as follows: (i) March 31, 2020 – reduced the payment from $2.1 million to zero, (ii) June 30, 2020 – maintained the payment at $2.1 million, and (iii) September 30, 2020 and December 31, 2020 – increased the payments from $2.1 million to $3.1 million; • Adjusted payment terms on the interest payable on the Term B Loan, from a mixture of cash and payable in kind to 100% payable in kind, until Term A Loan is paid in full; and • Added a monthly fee of $0.1 million, from the period April 1, 2020 through the Maturity Date, which amounts are added to the Cerberus Term Loan, accrue interest at the Cerberus Term Loan rate, and are payable on the Maturity Date. Ninth Amendment to the Financing Agreement As a result of the decline in ALJ’s actual and forecasted results of operations, including the estimated effects of COVID-19, ALJ sought an easement of certain debt covenants, as defined by the Financing Agreement, and the elimination of certain quarterly principal payment obligations. On May 12, 2020, ALJ entered into the Ninth Amendment (“Ninth Amendment”) to the Financing Agreement. The Ninth Amendment amended certain terms and covenants as summarized below: • Increased the interest rate from LIBOR plus 6.75% per annum to LIBOR plus 9.50% per annum on the LIBOR portion of the Cerberus/PNC Revolver, an increase of 2.75% per annum; • Increased the interest rate from Prime plus 5.75% per annum to Prime plus 8.50% per annum on the Prime portion of the Cerberus/PNC Revolver, an increase of 2.75% per annum; • Eliminated the $2.1 million and $3.1 million quarterly principal payment obligations for June 30, 2020 and September 30, 2020, respectively; • Reduced the quarterly principal payment obligation of $3.1 million to $2.1 million for December 31, 2020; • Excluded amounts outstanding under the Term B Loan and Term C Loan (see “ Amendment to the Junior Participation Agreements – Term C Loan” • Adjusted the leverage ratio threshold and the fixed charge coverage ratio as follows: Three Months Ending, Adjusted Leverage Ratio Adjusted Fixed Charge Ratio March 31, 2020 7.25:1.00 0.65:1.00 June 30, 2020 7.45:1.00 0.63:1.00 September 30, 2020 6.85:1.00 0.61:1.00 December 31, 2020 5.75:1.00 0.70:1.00 March 31, 2021 5.00:1.00 0.75:1.00 June 30, 2021 4.00:1.00 0.82:1.00 September 30, 2021 3.75:1.00 0.81:1.00 December 31, 2021 through Maturity Date 3.50:1.00 1.00:1.00 Junior Participation Agreement – Term B Loan and Warrants Issued On December 17, 2019, in connection with the Sixth Amendment, certain trusts and other entities formed for the benefit of, or otherwise affiliated with, Jess Ravich, the Company’s Chief Executive Officer and Chairman of the Board (“Ravich Entities”), entered into a Junior Participation Agreement with Cerberus (“Junior Participation Agreement”), pursuant to which the Ravich Entities agreed to purchase $4.1 million in junior participation interests in the Term B loan under the Financing Agreement (“Junior Participation” and such interests, “Junior Participation Interests”). The Junior Participation Interests are junior and subordinate to the Cerberus Term Loan in all respects and have no quarterly payments. Through March 26, 2020, interest accrued under the Junior Participation (i) in cash, accrued at the same rate per annum as the Cerberus Term Loan and paid monthly, and (ii) in kind, accrued at 4.00% per annum, payable on the Maturity Date. See “ Amendment to Junior Participation Agreement -Term B Loan and Warrants Issued In connection with the Junior Participation, the Company issued fully vested warrants to purchase 1.23 million shares of the Company’s common stock (“Junior Participation Agreement Warrants”) to the Ravich Entities, with a five-year term and an exercise price equal to the lesser of the 30-day trailing average closing price of the Company’s common stock as traded on the Nasdaq Stock Market on (i) December 17, 2019 or (ii) six months from December 17, 2019. The 30-day trailing average closing price of the Company’s common stock on December 17, 2019 was $1.20. The fair value of the Junior Participation Agreement Warrants was calculated using the Black Scholes Model with the following assumptions: contractual life of five years, volatility of 42.3%, dividend yield of 0.00%, and annual risk-free interest rate of 1.7%. The fair value of the Junior Participation Agreement Warrants of $0.6 million was expensed to selling, general, and administrative expense during the six months ended March 31, 2020. Amendment to Junior Participation Agreement – Term B Loan and Warrants Issued On March 26, 2020, in connection with the Eighth Amendment to the Financing Agreement, the Ravich Entities entered into the First Amendment to the Junior Participation Agreement (“First Amendment to Junior Participation Agreement”). The amended terms under the First Amendment to Junior Participation Agreement include: • Interest earned on Term B Loan to be 100% in kind, at a rate equal to the Cerberus Term Loan plus 4.00%, until Cerberus Term Loan is paid in full instead of a mixture of cash and in kind; and • Interest earned on the Backstop Letter Agreement (see “ Backstop Letter Agreement In connection with the First Amendment to Junior Participation Agreement, the Company issued fully vested warrants to purchase 0.4 million shares of the Company’s common stock (“ First Amendment to Junior Participation Agreement The fair value of the First Amendment to Junior Participation Agreement First Amendment to Amendment to the Junior Participation Agreements – Term C Loan On May 12, 2020, in connection with, and as a condition to, the Ninth Amendment, certain stockholders of the Company (“Term C Loan Junior Participants”), including Mr. Ravich, entered into or amended certain Junior Participation Agreements (collectively, “Term C Loan Junior Participation Agreements”) with Cerberus. Pursuant to the Term C Loan Junior Participation Agreements, the Term C Loan Junior Participants acquired junior participation interests in Term C Loan in an aggregate amount of $5.6 million on May 13, 2020 (“Term C Loan”). Additionally, Mr. Ravich agreed to acquire additional junior participation interests in the Term B Loan in an aggregate amount of (i) $2.5 million on December 31, 2020 and (ii) $2.5 million on March 31, 2021. The $5.6 million Term C Loan is convertible, at the option of the Term C Loan Junior Participants, into shares of the Company’s common stock, at a conversion price equal to 120% of the trailing ten business day closing price of the Company’s common stock prior to the transaction date or the six-month anniversary thereof, whichever is lower. The $5.6 million Term C Loan and the $5.0 million additional Term B Loan are junior and subordinate to the Cerberus Debt in all respects and have no quarterly payments. Beginning May 12, 2020, the $5.6 million Term C Loan accrues interest in kind at the same rate per annum as the Cerberus Term Loan, payable on the Maturity Date. Beginning December 31, 2020, the $5.0 million additional Term B Loan will accrue interest in kind at the same rate per annum as the Cerberus Term Loan plus 4.00% per annum, payable on the Maturity Date. Summary of the Financing Agreement and Amendments The Financing Agreement and amendments thereto are summarized below ( in thousands Description Use of Proceeds Origination Date Interest Rate * Quarterly Payments** Balance at March 31, 2020 Term Loan: Financing Agreement Phoenix acquisition August 2015 8.25% to 8.80% $ 1,610 $ 58,138 First Amendment Color Optics acquisition July 2016 8.25% to 8.80% 175 6,333 Third Amendment Printing Components Business acquisition October 2017 8.25% to 8.80% 151 5,434 Fourth Amendment Working capital November 2018 8.25% to 8.80% 114 4,130 Sixth Amendment (Term B loan) N/A December 2019 12.25% to 12.80% — 4,153 Totals $ 2,050 $ 78,188 Line of Credit: Cerberus/PNC Revolver (includes Second, Fifth, Seventh, and Eighth Amendments) Working capital August 2015 10.50% to 10.75% $ — $ 19,536 * Range of annual interest rates accrued during the six months ended March 31, 2020. * * See “ Ninth Amendment to the Financing Agreement ” above for discussion of the elimination of the quarterly principal payment obligations for June 30, 2020 and September 30, 2020. Interest payments are due in arrears on the first day of each month. Quarterly principal payments are due on the last day of each fiscal quarter. Annual principal payments equal to 75% of ALJ’s excess cash flow (“ECF”), as defined in the Financing Agreement, are due annually each December, upon delivery of the annual audited financial statements. The annual ECF calculation, based on results of operations for the year ended September 30, 2019, did not require ALJ to make an annual ECF payment in December 2019. During December 2018, ALJ made an ECF payment of $0.3 million. In certain instances, ALJ is required to make mandatory term loan payments if ALJ receives cash outside the normal course of business. As a result, during the six months ended March 31, 2020 and 2019, ALJ made mandatory payments of $0.9 million and $0.4 million, respectively. As of March 31, 2020 ALJ will be assessed a prepayment penalty equal to 2% and 1% of the outstanding Cerberus Debt plus any unused available credit on the PNC Revolver if the Cerberus Term Loan is repaid before November 28, 2020 and November 28, 2021, respectively. ALJ may make payments of up to $7.0 million against the loan with no penalty. A final balloon payment is due on the Maturity Date. The Cerberus Debt is secured by substantially all the Company’s assets and imposes certain limitations on the Company, including its ability to incur debt, grant liens, initiate certain investments, declare dividends and dispose of assets. The Cerberus Debt also requires ALJ to comply with certain debt covenants. As of March 31, 2020, ALJ was in compliance with all debt covenants and had unused borrowing capacity of $7.2 million. Backstop Letter Agreement In November 2018, in connection with the Fourth Amendment to the Financing Agreement (“Fourth Amendment”), the Company entered into a Backstop Letter Agreement with Jess Ravich. Pursuant to the Backstop Letter Agreement, Mr. Ravich agreed to provide a “backstop” that enabled the Company to satisfy an alternative financing requirement as required by the Fourth Amendment. Mr. Ravich agreed that, if the Company is unable to locate alternative financing on terms, conditions and timing reasonably acceptable to it, and if required by Cerberus, he would satisfy the alternative financing requirement. In connection with the Backstop Letter Agreement, the Company’s Audit Committee and independent directors reviewed, approved and agreed to a backstop fee package, pursuant to which the Company paid a one-time backstop fee of $0.1 million to Mr. Ravich’s trust. Additionally, if the purchase of such subordinated debt is required by Cerberus and the Company has failed to secure a financing alternative more advantageous to the Company, the Company will issue a five-year warrant (“Warrant”) to purchase 1.5 million shares of ALJ common stock at an exercise price equal to the average closing price of the Company’s common stock as reported on The Nasdaq Stock Market for the 30 trading days preceding the warrant issuance date to Mr. Ravich’s trust. The Term C Loan Junior Participation Agreements discussed above satisfied the alternative financing requirement. Loan Amendment Fees ALJ has accounted for all loan amendments as debt modifications pursuant to ASC 470, Debt During the three and six months ended March 31, 2020, ALJ paid $0.3 million and $0.7 million, respectively, of legal and other fees of which $0.2 million and $0.5 million, respectively, were added to deferred loan costs and are being amortized to interest expense through the Maturity Date. The remaining fees of $0.1 million and $0.2 million were expensed to selling, general, and administrative expense during the three and six months ended March 31, 2020, respectively. During the six months ended March 31, 2019, ALJ paid legal and other fees totaling $0.6 million, of which $0.4 million were added to deferred loan costs and are being amortized to interest expense through the maturity date. The remaining fees of $0.2 million were expensed to selling, general, and administrative expense. Contingent Loan Costs Pursuant to the Financing Agreement, ALJ is required to pay a fee (a “Contingent Payment”) in each of three consecutive annual periods which began on May 27, 2018, if at any time during each annual period there are any amounts outstanding on the Cerberus/PNC Revolver. Such Contingent Payments become due and payable on the first day within each annual period there is an outstanding balance on the Cerberus/PNC Revolver. ALJ made the first Contingent Payment during May 2018 and the second Contingent Payment during May 2019. Both Contingent Payments were added to deferred loan costs and amortized to interest expense for one year following the respective Contingent Payment. As of March 31, 2020, one Contingent Payment remained outstanding. Equipment Financing In December 2018, Phoenix purchased a Heidelberg Press for $4.1 million pursuant to an equipment financing agreement (“Equipment Financing”). The Equipment Financing term is 36 months, requires monthly principal and interest payments, accrues interest at 4.94% per year, and is secured by the Heidelberg Press. Estimated Future Minimum Principal Payments Estimated future minimum principal payments for the Cerberus Debt and Equipment Financing are as follows ( in thousands Year Ending March 31, Equipment Financing Cerberus Debt Total 2021 $ 1,333 $ 4,100 $ 5,433 2022 1,180 2,050 3,230 2023 — 2,050 2,050 2023 — 2,050 2,050 2024* — 87,474 87,474 Total $ 2,513 $ 97,724 $ 100,237 * The majority of this amount is the final balloon payment due on the Maturity Date. Capital Lease Obligations Faneuil and Phoenix lease equipment under non-cancelable capital leases. As of March 31, 2020, future minimum payments under non-cancelable capital leases with initial or remaining terms of one year or more are as follows ( in thousands Year Ending March 31, Estimated Future Payments 2021 $ 3,337 2022 1,973 2023 1,571 2024 435 Total minimum required payments 7,316 Less: current portion of capital lease obligations (3,154 ) Less: imputed interest (333 ) Capital lease obligations, less current portion $ 3,829 |