Debt | 8. DEBT ALJ’s components of debt and the respective interest rate at the end of each reporting period were as follows: June 30, 2021 September 30, 2020 (in thousands) Interest Rate Balance Interest Rate Balance Line of credit: Amended PNC Revolver 5.25 % $ — $ — Amended PNC Revolver LIBOR 4.00 — — Cerberus/PNC Revolver — 13.25 % 4,417 Cerberus/PNC Revolver LIBOR — 11.00 10,000 Less: deferred loan costs — (664 ) Line of credit, net of deferred loan costs $ — $ 13,753 Current portion of term loans: Current portion of Blue Torch Term Loan 8.50 $ 3,800 $ — Current portion of Cerberus Term Loan — 8.25 8,200 Current portion of equipment financing — 2.66 1,999 Less: deferred loan costs (1,125 ) (372 ) Current portion of term loans, net of deferred loan costs $ 2,675 $ 9,827 Term loans, less current portion: Blue Torch Term Loan, less current portion 8.50 $ 91,200 $ — Convertible Promissory Notes 8.25 6,026 — Cerberus Term Loan, less current portion — 8.25 62,336 Term B Loan — 12.25 4,415 Term C Loan — 8.25 5,782 Equipment financing, less current portion — 2.66 1,611 Less: deferred loan costs (3,039 ) (662 ) Term loans, less current portion, net of deferred loan costs $ 94,187 $ 73,482 Total line of credit and term loans $ 96,862 $ 97,062 Activity, as described in the paragraphs below, impacting ALJ’s debt for the nine months ended June 30, 2021 was as follows: (in thousands) Total Line of Credit Blue Torch Term Loan Convertible Promissory Notes Cerberus Term Loan Term B Loan Term C Loan Equipment Financing Deferred Loan Costs Total Balance, September 30, 2020 $ 14,417 $ — $ — $ 70,536 $ 4,415 $ 5,782 $ 3,610 $ (1,698 ) $ 97,062 Payments, net (5,943 ) — — (4,100 ) — — (1,417 ) — (11,460 ) Interest expense and other bank fees accreted to term loans 258 — — 642 422 244 — — 1,566 New equipment financing 3,750 3,750 Amortization of deferred loan costs — — — — — — — 527 527 Balance, June 29, 2021 prior to debt transactions 8,732 — — 67,078 4,837 6,026 5,943 (1,171 ) 91,445 Impacts from June 29, 2021 debt transactions: Existing debt payoff and other fees (8,732 ) — — (67,078 ) (4,837 ) — (6,056 ) — (86,703 ) New debt — 95,000 — — — — — (4,164 ) 90,836 Transfer of debt — — 6,026 — — (6,026 ) — — — Loss on debt extinguishment — — — — — — 113 1,171 1,284 Balance, June 30, 2021 $ — $ 95,000 $ 6,026 $ — $ — $ — $ — $ (4,164 ) $ 96,862 Description of Debt Obligations Entered into During the Three Months Ended June 30, 2021 New Term Loan On June 29, 2021, ALJ replaced its existing term loan and Term B Loan under the Cerberus/PNC Financing Agreement (each as defined below) by entering into a new term loan (“Blue Torch Term Loan”) with Blue Torch Business Finance, LLC for an aggregate under the total principal amount of $95.0 million. ALJ completed the transaction primarily to: • Refinance its existing term loans; • Extend the maturity date from November 2023 to June 2025; • Update certain financial covenants to align with projected results of operation; • Repay certain capitalized leases and all equipment financing arrangements; and • Improve liquidity and operating flexibility. The Blue Torch Term Loan, which matures on June 29, 2025, requires annual principal payments of $3.8 million paid in equal quarterly installments on the last business day of each fiscal quarter. The Blue Torch Term Loan bears interest at a floating rate of interest per year based on the London Interbank Offered Rate (“LIBOR”), subject to a minimum of 1.75% per year, plus an applicable margin of 6.75% per year. The Blue Torch Term Loan is secured by substantially all the Company’s assets, includes customary representations, warranties and covenants, including, among other things, restrictions on ALJ’s ability to incur additional indebtedness, dispose of assets, incur liens, make investments, pay dividends or other distributions, and enter into certain transactions with their affiliates, in each case subject to specified exceptions. The Blue Torch Term Loan has a prepayment penalty of 3%, 2%, and 1% of the outstanding principal balance if ALJ prepays the loan during year one, year two, and year three, respectively. Amendment and Restatement of Existing Facility In connection with the Blue Torch Term Loan, ALJ amended and restated in its entirety the Cerberus/PNC Financing Agreement (as defined below, and as amended and restated, the “Amended PNC Revolver”). The Cerberus/PNC Financing Agreement had two lenders, PNC Bank NA (“PNC”) and Cerberus Business Finance, LLC (“Cerberus”). As part of the Amended PNC Revolver, Cerberus was paid in full (“Cerberus Payoff”) using proceeds from the Blue Torch Term Loan. The Amended PNC Revolver provides for a total of $32.5 million, which includes (i) revolving borrowings, and (ii) the issuance of letters of credit. The letters of credit have a sublimit of $15.0 million. The Amended PNC Revolver matures June 29, 2025. Amounts outstanding under the Amended PNC Revolver bear interest at a floating rate of interest per year based on (i) the highest of (a) 2.75% per year, (b) the Federal Funds Open Rate plus 0.50% per year, (c) the LIBOR plus 1.00% per year, or (d) the prime lending rate of PNC, plus (ii) an applicable margin. The applicable margin is either 2.00% or 3.00% per year depending on whether or not ALJ meets certain debt covenant criteria as defined in the Amended PNC Revolver, respectively. Under the Amended PNC Revolver, ALJ has the ability to lock into a lower rate for a fixed period of time, e.g The Amended PNC Revolver is secured by substantially all the Company’s assets, includes customary representations, warranties and covenants, including, among other things, restrictions on ALJ’s ability to incur additional indebtedness, dispose of assets, incur liens, make investments, pay dividends or other distributions, and enter into certain transactions with their affiliates, in each case subject to specified exceptions. The Amended PNC Revolver has a prepayment penalty of 1%, 0.5%, and 0.25% of the total outstanding commitment, $32.5 million, if ALJ prepays the loan during year one, year two, and year three, respectively. On June 30, 2021, ALJ had an unused borrowing capacity of $29.2 million. Issuance of Convertible Promissory Notes In connection with the Cerberus Payoff, on June 29, 2021, ALJ issued convertible promissory notes in an aggregate principal amount of $6.0 million (the “Convertible Promissory Notes”) to two investors, including ALJ’s Chief Executive Officer and Chairman of the Board, Jess Ravich. The Convertible Promissory Notes replace and have substantially the same terms as ALJ’s prior Term C Loan (as defined below), except the Convertible Promissory Notes pay interest quarterly and the Term C Loan paid interest at maturity. The Convertible Promissory Notes accrue interest at the rate of 8.25% per year, compounded monthly with interest payable in cash quarterly in arrears on the last day of each calendar quarter on the outstanding principal balance until such principal amount is paid in full or until conversion. The principal and accrued interest owed under the Convertible Promissory Notes are convertible, at the option of the holders, into shares of the Company’s common stock, at any time prior to November 28, 2023, at a conversion price equal to the equal to the quotient of all amounts due under each Convertible Promissory Note divided by the conversion rate of $0.54 per common share. The Convertible Promissory Notes are (i) subordinate to the Blue Torch Term Loan and the Amended PNC Revolver, (ii) unsecured, and (iii) have a maturity date of November 28, 2023, subject to extension under certain circumstances. Loss on Debt Extinguishment The loss on debt extinguishment recorded during the three months ended June 30, 2021 was comprised of the following ( in thousands (in thousands) Deferred loan costs from Cerberus/PNC Financing Agreement $ 1,171 Prepayment penalties from Cerberus/PNC Financing Agreement 716 Prepayment penalties from equipment financing agreements, capital leases, and other 185 Total loss on debt extinguishment $ 2,072 Financial Covenant Compliance The Blue Torch Term Loan and the Amended PNC Revolver include certain financial covenants. As of June 30, 2021, ALJ was in compliance with all financial covenants. Estimated Future Minimum Principal Payments Estimated future minimum principal payments for the Blue Torch Term Loan and the Convertible Promissory Notes are as follows ( in thousands Year Ending June 30, Blue Torch Term Loan Convertible Promissory Notes Total 2022 $ 3,800 $ — $ 3,800 2023 3,800 — 3,800 2024 3,800 6,026 9,826 2025* 83,600 — 83,600 Total $ 95,000 $ 6,026 $ 101,026 * Description of Historical Debt Obligations Entered into During Prior Reporting Periods All of the debt described below was paid off in full on June 29, 2021 (“Payoff Date”). The disclosure is included to provide a historical perspective of ALJ’s debt prior to the Payoff Date. Term Loan and Line of Credit In August 2015, ALJ entered into a financing agreement (“Cerberus/PNC Financing Agreement”) with 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/PNC Debt”). ALJ subsequently entered into nine amendments to the Cerberus/PNC Financing Agreement, of which four were executed during the period covered by this report and described below. The Cerberus/PNC Debt maturity date was November 28, 2023 (“Cerberus/PNC Debt Maturity Date”). Sixth Amendment to the Cerberus/PNC Financing Agreement In December 2019, ALJ entered into the Sixth Amendment (“Sixth Amendment”) to the Cerberus/PNC Financing Agreement. The Sixth Amendment amended certain terms and covenants in order to support the continued growth of the Company, as summarized below: • Converted $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; • Adjusted the leverage ratio; • Decreased the fixed charge coverage ratio; and • Increased the interest rate floor for LIBOR rate loans from 1.0% to 1.50% per year and for Prime rate loans from 3.25% to 4.75% per year. 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 was due on June 30, 2020 unless one or more persons purchased a $2.5 million participating interest in the Cerberus Term Loan prior to June 30, 2020. The first payment was expensed to selling, general, and administrative expense. As a result of the Ninth Amendment (see Ninth Amendment to the Cerberus/PNC Financing Agreement Seventh Amendment to the Cerberus/PNC Financing Agreement In February 2020, ALJ entered into the Seventh Amendment (“Seventh Amendment”) to the Cerberus/PNC 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 borrowing limit 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 Cerberus/PNC Financing Agreement In March 2020, ALJ entered into the Eighth Amendment (“Eighth Amendment”) to the Cerberus/PNC Financing Agreement to amend certain terms and covenants, which included: • Removed the seasonal decreases in the available borrowing limit under the Cerberus/PNC Revolver such that the amount available to borrow thereunder remains $32.5 million through the Cerberus/PNC Debt Maturity Date; • Adjusted certain quarterly principal payment obligations; • 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 the Term A Loan is paid in full; and • Added a monthly fee of $0.1 million, from the period April 1, 2020 through the Cerberus/PNC Debt Maturity Date, which amounts were added to the Cerberus Term Loan, accrued interest at the Cerberus Term Loan rate, and was paid as part of the Cerberus Payoff. Ninth Amendment to the Cerberus/PNC Financing Agreement As a result of the decline in ALJ’s actual and forecasted results of operations, including the potential effects of COVID-19, ALJ sought an easement of certain debt covenants and the elimination of certain quarterly principal payment obligations under the Cerberus/PNC Financing Agreement. In May 2020, ALJ entered into the Ninth Amendment (“Ninth Amendment”) to the Cerberus/PNC Financing Agreement. The Ninth Amendment amended certain terms and covenants as summarized below: • • • • Amendment to the Junior Participation Agreements – Term C Loan” • Junior Participation Agreement – Term B Loan and Warrants Issued In December 2019, in connection with the Sixth Amendment, certain trusts and other entities formed for the benefit of, or otherwise affiliated with Mr. Ravich (“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 Cerberus/PNC Financing Agreement (“Junior Participation” and such interests, “Junior Participation Interests”). The Junior Participation Interests were junior and subordinate to the Cerberus Term Loan in all respects and had no quarterly payments. Through March 2020, interest accrued under the Junior Participation (i) in cash, accrued at the same rate per year as the Cerberus Term Loan and paid monthly, and (ii) in kind, accrued at 4.00% per year, payable on the Cerberus/PNC Debt 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 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 in June 2020. Amendment to Junior Participation Agreement – Term B Loan and Warrants Issued In March 2020, in connection with the Eighth Amendment to the Cerberus/PNC 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: • • 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 five-year The fair value of the First Amendment to Junior Participation Agreement First Amendment to Amendment to the Junior Participation Agreements – Term C Loan In May 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 (which was amended and/or restated from time to time), the Term C Loan Junior Participants acquired junior participation interests in the Term C Loan in an aggregate amount of $5.6 million on May 12, 2020 (“Term C Loan”). Mr. Ravich agreed to acquire additional junior participation interests in the Term B Loan in an aggregate amount of (i) $2.5 million on June 30, 2021 and (ii) $2.5 million on September 30, 2021 as long as Term B Loan was outstanding on such date. The $5.6 million Term C Loan and related accrued interest was convertible, at the option of the Term C Loan Junior Participants, into shares of the Company’s common stock, at a conversion price of $0.54 per share. The $5.6 million Term C Loan was junior and subordinate to the Cerberus/PNC Debt in all respects and had no quarterly payments. From May 2020 through the Cerberus/PNC Debt Maturity Date, the Term C Loan accrued interest in kind at the same rate per year as the Cerberus Term Loan. Although the Term C Loan was paid off as part of the Cerberus Payoff, the Term C Loan Junior Participants were issued the Convertible Promissory Notes as discussed above, under substantially identical terms as the Term C Loan, except the Convertible Promissory Notes pay interest quarterly and the Term C Loan paid interest at maturity . Summary of the Cerberus/PNC Financing Agreement and Amendments The Cerberus/PNC Financing Agreement and amendments thereto are summarized below: Description Use of Proceeds Origination Date Term Loans: Financing Agreement Phoenix acquisition August 2015 First Amendment Color Optics acquisition July 2016 Third Amendment Printing Components Business acquisition October 2017 Fourth Amendment Working capital November 2018 Sixth Amendment (Term B Loan) N/A December 2019 Eighth Amendment (Accreted fees) N/A March 2020 Ninth Amendment (Term C Loan) Working capital May 2020 Line of Credit: Cerberus/PNC Revolver (includes Second, Fifth, Seventh, Eighth, and Ninth Amendments) Working capital August 2015 Interest payments were due in arrears on the first day of each month. Quarterly principal payments were 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 Cerberus/PNC Financing Agreement, were due annually each December, upon delivery of the annual audited financial statements. The annual ECF calculation, based on results of operations for the years ended September 30, 2020 and 2019, did not require ALJ to make an annual ECF payment in December 2020 or 2019. In certain instances, ALJ was required to make mandatory term loan payments if ALJ receives cash outside the normal course of business. ALJ made one mandatory payment of $0.9 million in November 2019. No additional mandatory payments were made during any other period covered by this report. The Cerberus/PNC Debt was secured by substantially all the Company’s assets and imposed certain limitations on the Company, including its ability to incur debt, grant liens, initiate certain investments, declare dividends and dispose of assets. The Cerberus/PNC Debt also required ALJ to comply with certain debt covenants. Cerberus/PNC Debt - Loan Amendment Fees ALJ accounted for all Cerberus/PNC Debt amendments as debt modifications pursuant to ASC 470, Debt During the three and nine months ended June 30, 2020, ALJ paid $0.2 million and $0.9 million, respectively, of legal and other fees of which $0.1 million and $0.6 million, respectively, were added to deferred loan costs and amortized to interest expense through the Cerberus/PNC Debt Maturity Date. The remaining fees of $0.1 million and $0.3 million were expensed to selling, general, and administrative expense during the three and nine months ended June 30, 2020, respectively. Equipment Financing In June 2020, Phoenix purchased a Heidelberg Press for $2.6 million with a $1.8 million equipment financing (“June 2020 Equipment Financing”), $0.5 million cash, and a $0.3 million trade-in allowance. The June 2020 Equipment Financing term was 36 months, required monthly principal and interest payments, accrued interest at 2.66% per year, and was secured by the respective Heidelberg Press. In March 2021, Phoenix purchased a second Heidelberg Press for $4.5 million with a $3.5 million equipment financing (“March 2021 Equipment Financing” and together with the June 2020 Equipment Financing, the “Equipment Financings”), $0.9 million cash, and a $0.1 million trade-in allowance. The March 2021 Equipment Financing term was 60 months, required monthly principal and interest payments, accrued interest at 4.5% per year, and was secured by the respective Heidelberg Press. On June 29, 2021, the Equipment Financings were paid in full using proceeds from the Blue Torch Term Loan. |