Debt | NOTE 7 – Debt Long-term debt payable consists of the following (in thousands): Balance as of March 31, 2019 June 30, 2018 Senior secured revolving loan $ 10,926 $ 5,692 Senior secured mortgage-based term loans 17,179 18,765 Subordinated term loan 15,000 15,000 Total debt 43,105 39,457 Unamortized deferred financing costs (486) (723) Total debt, net 42,619 38,734 Current portion of long-term debt, net of unamortized deferred financing costs (1,604) (1,721) Long-term debt, net of current portion and unamortized deferred financing costs $ 41,015 $ 37,013 Senior Credit Agreement On September 29, 2016, the Company and certain of its subsidiaries, entered into a new senior asset-based lending credit agreement with Citizens Bank, N.A. (“Citizens”) subsequently amended by amendments one through eight (collectively, the “Senior ABL Credit Facility”). The Senior ABL Credit Facility provides the Company with the following extensions of credit and loans: (1) a Revolving Commitment in the principal amount of $25.0 million (the “Senior Revolving Loan”) and (2) a mortgage-based Term Loan Commitment in the principal amount of $17.5 million (the “Term Loan”). The loans under the Senior ABL Credit Facility are secured by liens on substantially all domestic assets of the Company and guaranteed by the Company’s domestic subsidiaries who are not borrowers under the Senior ABL Credit Facility. The aggregate amount of Senior Revolving Loans permitted under the Senior ABL Credit Facility may not exceed a borrowing base consisting of: (i) the sum of 85% of certain eligible accounts receivable, plus (ii) the lesser of 65% of the value of certain eligible inventory and 85% of the net orderly liquidation value of certain eligible inventory, plus (iii) an amount not to exceed $4.2 million, which amount will be adjusted based on the face amount of certain letters of credit issued to Citizens in connection with certain operating leases and capitalized leases, minus (iv) reserves for any amounts which the lender deems necessary or appropriate. As of March 31, 2019, the Company had $2.0 million available under the borrowing base. Borrowings under the Senior ABL Credit Facility may be made as Base Rate Loans or Eurodollar Rate Loans. The Base Rate loans will bear interest at the fluctuating rate per annum equal to (i) the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) Citizens own prime rate; and (c) the adjusted Eurodollar rate on such day for an interest period of one (1) month plus 1.00%; and (ii) plus the Applicable Rate, as described below. Eurodollar Rate Loans will bear interest at the rate per annum equal to (i) the ICE Benchmark Administration LIBOR Rate; plus (ii) the Applicable Rate. The “Applicable Rate” will be (a) 2.50% with respect to Base Rate Loans that are Term Loans and 3.50% with respect to Eurodollar Rate Loans that are Term Loans, and (b) 2.50% with respect to Base Rate Loans that are Senior Revolving Loans and 3.50% with respect to Eurodollar Rate Loans that are Senior Revolving Loans, in each case until December 31, 2016, and thereafter the Applicable Rate will be adjusted quarterly, responsive to the Company’s Quarterly Average Availability Percentage, ranging from 1.25% to 1.75% with respect to Base Rate Loans that are Senior Revolving Loans and from 2.25% to 2.75% with respect to Eurodollar Rate Loans that are Senior Revolving Loans. In addition to interest payments on the Senior ABL Credit Facility loans, the Company will pay commitment fees to the lender of 0.375% per quarter on undrawn Senior Revolving Loans. The Company will also pay other customary fees and reimbursements of costs and disbursements to the lender. The Senior ABL Credit Facility contains certain mandatory prepayment provisions, including mandatory prepayments due in respect of sales of assets, sales of equity securities, events of default and other customary events, with exceptions for non-core business dispositions. The Senior ABL Credit Facility contains customary covenants and negative covenants regarding operation of the Company’s business, including maintenance of certain financial ratios, as well as restrictions on dispositions of Company assets. In connection with the Senior ABL Credit Facility, the Company and the Borrowers together with certain subsidiaries (collectively, the “Guarantors”), have entered into an Amended and Restated Guarantee and Collateral Agreement with Citizens dated as of September 29, 2016, which secures all of the loans and credits drawn from the Senior ABL Credit Facility by the Borrowers. The security interests established under the Amended and Restated Guarantee and Collateral Agreement include senior secured liens on substantially all of the assets of the Guarantors. The Guarantors have agreed to guarantee the unconditional payment and performance to the lender of all obligations of the Borrowers under the Senior ABL Credit Facility. On March 21, 2017, the Company entered into a first amendment to the Senior ABL Credit Facility to modify various definitions, including Consolidated EBITDA and the fixed charge coverage ratio, and amend prepayment provisions. On May 12, 2017, the Company entered into a second amendment to the Senior ABL Credit Facility to amend the definition of capital expenditures and amend the fixed charge coverage ratio effective with the fiscal quarter ending April 2, 2017. On September 21, 2017, the Company entered into a third amendment to the Senior ABL Credit Facility to amend the definition of Consolidated EBITDA. On November 12, 2017, the Company entered into the Fourth Amendment to the Senior ABL Credit Facility (the “Fourth Senior Amendment”). The Fourth Senior Amendment suspended the Company’s fixed charge coverage ratio covenant through December 31, 2018. The Fourth Senior Amendment permitted the Company to make infusions of junior capital, which may consist of subordinated debt and/or equity issuances. The junior capital infusions made under the Fourth Senior Amendment will not be subject to mandatory prepayment of the Senior ABL Credit Facility, but are subject to certain limitations in respect of outstanding subordinated indebtedness. The Fourth Senior Amendment imposed a minimum revolving credit availability covenant requiring the Company to maintain at least $3,500,000 of revolving credit available at all times. The Fourth Senior Amendment also reduced the Line Cap (consisting of the lesser of the aggregate revolving credit commitment and the borrowing base) in respect of certain prepayment obligations and conditions precedent to borrowing, by reducing the borrowing base by $1,250,000. The Fourth Senior Amendment contains customary representations and warranties regarding the status of the Company and compliance with all terms and conditions of the Senior ABL Credit Facility. On November 13, 2018, the Company entered into the Fifth Amendment to the Senior ABL Credit Facility (the “Fifth Senior Amendment”). The Fifth Senior Amendment extended the maturity date of the Senior ABL Credit Facility from August 10, 2019 to November 11, 2019. On February 12, 2019, the Company entered into the Sixth Amendment to the Senior ABL Credit Facility (the “Sixth Senior Amendment”). The Sixth Senior Amendment extended the maturity date of the Senior ABL Credit Facility from November 11, 2019 to February 11, 2020. Additionally, it extended the effective date of the Fixed Charge Ratio to March 31, 2019 with a ratio of 1.10 to 1.00. Subsequent to the period covered by this report, on April 12, 2019, the Company entered into the Seventh Amendment to the Senior ABL Credit Facility (the “Seventh Senior Amendment”). The Seventh Senior Amendment authorized the Company to obtain a bridge loan of $1.0 million (the “Bridge Loan”) from Quadrant Management, Inc. (“QMI”). Additionally, it permitted the Company’s minimum liquidity to be reduced to $1,750,000 effective March 31, 2019 through May 3, 2019 and waived all covenants as of March 31, 2019 until May 3, 2019. Subsequent to the period covered by this report, on May 15, 2019, the Company entered into the Eighth Amendment to the Senior ABL Credit Facility (the “Eighth Senior Amendment”). The Eighth Senior Amendment extended the maturity date of both the Term Loan and Senior Revolving Loan to December 31, 2020. The Eighth Senior Amendment also authorized the Company to enter into a new $7.5 million junior credit agreement with QMI (the “Junior Revolving Credit Facility”). The Junior Revolving Credit Facility is described below. The Senior Revolving Loan principal amount of $25.0 million was reduced to $17.5 million by reference to the new $7.5 million Junior Revolving Credit Facility principal amount made available to the Company by QMI. In connection with the Eighth Senior Amendment, the maturity date with respect to the Senior Revolving Loan and the Term Loan was extended to December 31, 2020, provided, however, upon repayment of Company subordinated indebtedness, the maturity date will automatically extend to five years after the Closing Date for Revolving Loans and Revolving Commitments, and with respect to the Term Loans, the earlier of the date that is, (i) ten years after the Closing Date, or (ii) the maturity date of the Revolving Loans. The Company’s Senior ABL Credit Facility contains certain financial covenants that require the Company’s compliance. As of March 31, 2019, these financial covenants have not been met, and as part of the Seventh Senior Amendment, Citizens has waived such noncompliance. Subordinated Term Loan Credit Agreement On November 10, 2014, the Company and certain of its subsidiaries entered into a $20.0 million, five-year Subordinated Term Loan Credit Agreement (“Subordinated Loan Agreement”) with McLarty Capital Partners SBIC, L.P. (“McLarty”), which bears interest at 11% annually ; subsequently the Company entered into amendments one through nine. In May 2018, McLarty rebranded to become The Firmament Group (“Firmament”). Upon an event of default under the Subordinated Loan Agreement, the interest rate increases automatically by 2.00% annually. The proceeds were used to repay certain outstanding loans under the Company’s previous credit facility. ARC’s Chairman is indirectly related to McLarty; therefore, the Board of Directors appointed a special committee consisting solely of independent directors to assure that the Subordinated Loan Agreement is fair and reasonable to the Company and its shareholders. The Subordinated Loan Agreement has been subordinated to the Senior ABL Credit Facility pursuant to a First Lien Subordination Agreement. The Subordinated Loan Agreement contains customary representations and warranties, events of default, affirmative covenants, negative covenants, and prepayment terms that are similar to those contained in the Senior ABL Credit Facility described above. On September 22, 2017, the Company entered into a Fourth Amendment to the Subordinated Loan Agreement to amend the definition of Consolidated EBITDA and the Maximum Total Leverage Ratio. On February 9, 2018, the Company entered into a Fifth Amendment to the Subordinated Loan Agreement to authorize discretionary omission by the administrative agent of certain non-cash items from the definition of Consolidated EBITDA and to include cash proceeds from the Rights Offering as excluded contributions of capital that will not be subject to mandatory prepayment under the terms of the Subordinated Loan Agreement. On November 13, 2018, the Company entered into the Sixth Amendment to the Subordinated Loan Agreement (the “Sixth Subordinated Amendment”). The Sixth Subordinated Amendment extended the maturity date of the Subordinated Loan Agreement from November 11, 2019 to February 11, 2020. On February 12, 2019, the Company entered into the Seventh Amendment to the Subordinated Loan Agreement (the “Seventh Subordinated Amendment”). The Seventh Subordinated Amendment extended the maturity date of the Subordinated Loan Agreement from February 11, 2020 to May 11, 2020. Subsequent to the period covered by this report, on April 12, 2019, the Company entered into the Eighth Amendment to the Subordinated Loan Agreement (the “Eighth Subordinated Amendment”). The terms of the Eighth Subordinated Amendment permitted the Company to obtain the Bridge Loan and adjusted other unsecured indebtedness limitations, not to exceed in the aggregate $575,000. Additionally, the Eighth Subordinated Amendment modified the minimum availability requirements incumbent upon the Company, as defined in the Senior ABL Credit Facility, requiring availability not to be less than $2,975,000 at any time prior to June 30, 2019 (or less than $1,487,500 until May 3, 2019). The Eighth Subordinated Amendment also waived all covenants as of March 31, 2019 until May 3, 2019. Subsequent to the period covered by this report, on May 15, 2019, the Company entered into the Ninth Amendment to the Subordinated Loan Agreement (the “Ninth Subordinated Amendment”). The Ninth Subordinated Amendment extended the maturity date of the Subordinated Loan Agreement to March 31, 2021. The Ninth Subordinated Amendment also authorized the Company to enter into the Junior Revolving Credit Facility, described below. The ranking of the Subordinated Loan Agreement remains junior to the Senior ABL Credit Facility in repayment and lien priority, however, in conjunction with the Ninth Subordinated Amendment, the Subordinated Loan Agreement ranking was modified to be junior to the Junior Revolving Credit Facility in payment priority and pari passu to the Junior Revolving Credit Facility in lien priority. Subject to such priorities and rankings applicable to the Subordinated Loan Agreement, McLarty has established liens and security interests in substantially all of the personal property of the Company’s domestic subsidiaries. The Company’s Subordinated Loan Agreement contains certain financial covenants that require the Company’s compliance. As of March 31, 2019, these financial covenants have not been met, and as part of the Eighth Subordinated Amendment, McLarty has waived such noncompliance. Junior Revolving Credit Facility Subsequent to the period covered by this report, on May 15, 2019, the Company, as borrower, entered into the $7.5 million Junior Revolving Credit Facility with QMI. At the closing of the Junior Revolving Credit Facility, the liability of the Company to repay the $1.0 million Bridge Loan was rolled into the Company’s repayment obligations of the Junior Revolving Credit Facility and an additional $6.5 million was made available by QMI to the Company. The Bridge Loan terminated upon rollover of its repayment obligation into the Junior Revolving Credit Facility. The Junior Revolving Credit Facility is not limited by any borrowing base or similar requirement. The Junior Revolving Credit Facility has an interest rate of 4.5% per annum on drawn capital, to be paid in kind and capitalized in lieu of cash payments. The maturity date of the Junior Revolving Credit Facility is March 31, 2021. No financial covenants apply to the Junior Revolving Credit Facility. There are no mandatory prepayments in respect of the Junior Revolving Credit Facility. Pursuant to agreement with Citizens under the terms of the Eighth Senior Amendment entered into simultaneously with the Junior Revolving Credit Facility, the entire availability of the Junior Revolving Credit Facility was drawn in full by the Company and utilized to repay the outstanding amounts previously drawn by the Company from the Citizens Revolving Loan facility. The replenished availability under the Citizens Revolving Loan became immediately available again for the Company to draw upon. Each one dollar of proceeds from the fully drawn Junior Revolving Credit Facility will therefore remain available to the Company through the Senior Revolving Facility on a dollar-for-dollar basis. After the payment in full of the Citizens Revolving Loan facility , the proceeds of the Junior Revolving Credit Facility will be used for general corporate and working capital purposes of the Company and its subsidiaries. The Junior Revolving Credit Facility ranks (i) junior to the Senior ABL Credit Facility in repayment and lien priority; (ii) senior to the Subordinated Loan Agreement in payment priority; and (iii) pari passu to the Subordinated Loan Agreement in lien priority. Subject to such r epayment and lien priorities applicable to the Junior Revolving Credit Facility, QMI has established liens and security interests in substantially all of the personal property of the Company and its domestic subsidiaries. Voluntary repayments of the Junior Revolving Credit Facility are permitted only when no loans are outstanding under the Citizens Revolving Loan facility and only if no default or event of default is continuing under the Senior ABL Credit Facility or would result therefrom (including on a pro forma basis). The Junior Revolving Credit Facility contains cross default provisions to the Senior ABL Credit Facility and the Subordinated Loan Agreement, as well as other material indebtedness. On May 15, 2019, the Company also entered into (i) an Amended and Restated Subordination Agreement with Citizens, McLarty and QMI (the “Subordination Agreement”); and (ii) a Guarantee and Collateral Agreement with McLarty, together with the Company’s domestic subsidiaries (the “McLarty Guarantee Agreement”); (iii) a Guarantee and Collateral Agreement with QMI, together with the Company’s domestic subsidiaries (the “QMI Guarantee Agreement”); and an Intercreditor Agreement, among the Company, each of its domestic subsidiaries, McLarty and QMI (the “Intercreditor Agreement”), in each case reflecting with respect to the priorities of security interests among Citizens, McLarty and QMI, and the terms and conditions applicable to the guarantees and the collateral granted by the Company and its subsidiaries to Citizens, McLarty and QMI, in each case responsive to the terms and conditions of the Eighth Senior Amendment, the Ninth Subordinated Amendment, and the QMI Junior Revolving Credit Facility, respectively. Related Party Transactions Subsequent to the period covered by this report, t he Bridge Loan, the Junior Revolving Credit Facility and an Intercreditor Agreement were entered into by the Company with QMI as a counterparty (collectively, the “QMI Credit Agreements”). QMI is an affiliate of the Company. The QMI Credit Agreements are therefore related party transactions. Mr. Alan Quasha, CEO of QMI and Chairman of the Company’s Board of Directors, and Mr. Eli Davidai, also affiliated with QMI and serving on the Company Board of Directors, respectively recused themselves from any deliberations or voting by the Board of Directors in respect of review and approval of the QMI Credit Agreements. The Board of Directors convened a special committee consisting solely of independent directors to review and assess the terms, conditions and fairness of the QMI Credit Agreements to the Company and its shareholders. In the course of undertaking such assessments, the special committee reviewed similarly situated credit facility transactions. The special committee concluded that all terms and conditions for the QMI Credit Agreements are fair and reasonable to the Company and its shareholders. Loan Contract On March 23, 2016, AFT-Hungary Kft. (“AFT Hungary”), a wholly owned subsidiary of the Company, entered into a Loan Contract with Erste Bank Hungary Zrt. in an amount equal to €4.0 million (“Loan Contract”). The initial funding of €4.0 million drawn on the Loan Contract occurred on March 31, 2016. Approximately $3.0 million of the net proceeds from the Loan Contract were used to partially repay obligations outstanding under the Senior ABL Credit Facility, with the remaining net proceeds to be used for capital expenditures and other investments to facilitate the export of goods and services provided by AFT Hungary. The loan matures on March 7, 2021, and bears interest at a fixed rate of 0.98% per annum. The Company is required to make semi-annual principal payments in an amount equal to approximately €400,000 along with monthly interest payments. The Loan Contract is secured by certain of AFT Hungary’s assets, including the real estate and selected machinery and equipment located in Retsag, Hungary. Future Debt Payments The following schedule represents the Company’s future debt payments as of March 31, 2019 (in thousands): Remainder of 2019 $ 219 2020 1,772 2021 41,114 2022 — Total $ 43,105 |