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Debt and Notes Payable
12 Months Ended
Dec. 31, 2011
Debt Disclosure [Abstract]  
Debt and Notes Payable

2. Debt and Notes Payable

 

Long-term Debt – Financial Institutions

Following is a summary of our long-term debt to financial institutions:

 

(In thousands)

December 31,

2011

2010

Fixed Rate term note payable to a U.S. bank, with an interest rate of 6.65% at December 31, 2011, due January 1, 2016, secured by real estate, leasehold improvements, property, plant and equipment, inventory and accounts receivable of our US operation.

$

1,680

$

2,000

Term note payable to a U.S. equipment financing company, with an interest rate of 5.24% at December 31, 2011, due April 1, 2013, secured by a Caterpillar front-end loader.

35

60

Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 7.8% at December 31, 2011, due July 1, 2029, secured by TPT's land and office building purchased July 2004. (€318)

413

485

Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.6% at December 31, 2011, due January 31, 2030, secured by TPT's land and building purchased January 2005. (€318)

412

482

Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.05% at December 31, 2011, due July 31, 2015, secured by TPT's assets. (€158)

205

312

Fixed rate Euro term note payable to a Netherlands bank, with an interest rate of 4.25% at December 31, 2011, due July 5, 2014, secured by TPT's assets. (€568)

736

-

U.S. Dollar term note payable to a Malaysian bank which matured May 30, 2011.

-

41

Total

3,481

3,380

Less current maturities

813

533

Total long-term debt and notes payable - financial institutions

$

2,668

$

2,847


 

United States Operation

U.S. Credit Agreement and Term Loan

On December 31, 2010, the Company entered into a new U.S. Credit Agreement (the “Agreement”) with American Bank, N.A. (the "Lender"). The Agreement consists of the following:

 

Ø

a $1 million line of credit (the “Line”), which matures July 1, 2012. The amount which the Company is entitled to borrow from time to time under the Line is subject to a borrowing base based on the loan value of the collateral pledged to the Lender to secure the indebtedness owing to the Lender by the Company. Amounts advanced under the Line bear interest at a variable rate equal to one percent per annum point above the Wall Street Journal Price Rate as such prime rate changes from time to time, with a minimum floor rate of 5.50%. At December 31, 2011, the Company had no outstanding funds borrowed on the Line; and

Ø

a $2 million term loan, which matures December 31, 2015. The term loan bears interest at a fixed rate of 6.65% per annum. Monthly principal and interest payments commenced on February 1, 2011. The monthly principal and interest payment are $39,272.97. At December 31, 2011, the balance on the term loan was $1,680,000.

 

On March 1, 2012, the Company entered into the first amendment to the Agreement with the Lender. Under the terms of the amendment, the Line was extended from July 1, 2012 to October 15, 2012. In addition, the Line was increased from $1,000,000 to $2,000,000.

 

The Agreement is secured by certain assets of the Company which are located in the United States or which arise from the Company’s operations in the United States. Collateral under the Agreement does not include the Company’s ownership or other interests in TMM and TPT, any assets or operations of either TMM or TPT or any proceeds thereof.

 

The Agreement includes various customary covenants, limitations and events of default. Under the Agreement, the Company must maintain a ratio of cash flow to debt service of at least 1.25 to 1.0 measured on a rolling four quarter basis. At December 31, 2011, the ratio of cash flow to debt service was 5.80 to 1.0.

 

The Agreement also includes certain additional affirmative and negative covenants, including limitations on incurring additional indebtedness, becoming a guarantor or surety, making loans or advances to other parties, except trade credit extended in the normal course of business, or changing the President or Board of Directors of the Company without the Lender’s written consent.

 

Borrowing under the Agreement may be used to support working capital requirements and for general corporate purposes.

 

Six-percent Convertible Subordinated Debentures

As reported in the Company’s Forms 8-K filed with the SEC on May 6, 2009 and August 10, 2009, the Company’s Board of Directors authorized the issuance of its six-percent (6%) convertible subordinated debentures with detachable warrants (the “Debentures”) for the purpose of refinancing, in whole or in part, its debt to the Bank and for general corporate purposes. Under the current authorization, the Company received, $1,500,000 from the sale of Debentures, due May 4, 2016, from nine accredited investors, four of which are directors of the Company and another of which is a greater than 5% shareholder. At December 31, 2011, a balance of $1,450,000 remained outstanding on the Debentures.

 

Other Term Loans

On March 31, 2008, the Company entered into a term loan with Holt Financing in the amount of $120,000. The proceeds of the loan were used to purchase a new Caterpillar front-end loader. The loan provides for amortization over five years with interest fixed at a rate of 5.24%. Monthly principal and interest payments commenced on May 1, 2008, and will continue through April 1, 2013. The monthly principal and interest payment is $2,275. The loan balance at December 31, 2011 was $35,000.

 

European Operation

On July 5, 2011, TPT, entered into a three year term loan in the amount of €700,000 with a fixed interest rate of 4.25%. The loan proceeds will be used to fund the plant expansion and is secured by TPT’s assets. Monthly principal and interest payments began on August 5, 2011 and continue through July 5, 2014. The monthly principal payment is €19,444 ($25,195) and the loan balance at December 31, 2011 was €568,000 ($736,000). The loan is secured by TPT’s production equipment.

 

On March 20, 2007, TPT entered into a short-term credit facility (the “Credit Facility”) with Rabobank which increased TPT’s line of credit from €650,000 to €1,100,000. The Credit Facility was renewed on January 1, 2010 and has no stated maturity date. The Credit Facility, which has a variable interest rate of Bank prime plus 2.8% (currently at 4.191%), is secured by TPT’s accounts receivable and inventory. At December 31, 2011, TPT had utilized €544,000 ($705,000) of its short-term credit facility.

 

On July 7, 2004, TPT entered into a mortgage loan (the “First Mortgage”) with Rabobank. The First Mortgage, in the amount of €485,000, will be repaid over 25 years with interest fixed at 5.2% per year for the first four years. Under the terms of the agreement, the interest was adjusted to a fixed rate of 7.8%, effective August 1, 2008, for a period of five years. Thereafter, the rate will change to Rabobank prime plus 1.75%. TPT utilized €325,000 of the loan to finance the July 14, 2004, purchase of land and an office building, as well as to remodel the office building. The balance of the loan proceeds, €160,000, was used for the expansion of TPT’s existing building. Monthly principal and interest payments commenced on September 1, 2004, and will continue through July 1, 2029. The monthly principal payment is €1,616. The loan balance at December 31, 2011 and 2010 was €319,000 and €362,000, respectively ($413,000 and $485,000, respectively). The mortgage loan is secured by the land and office building purchased on July 7, 2004.

 

On January 3, 2005, TPT entered into a second mortgage loan (the “Second Mortgage”) with Rabobank to fund the acquisition of a 10,000 square foot warehouse with a loading dock that is located adjacent to TPT’s existing production facility. The Second Mortgage, in the amount of €470,000, will be repaid over 25 years with interest fixed at 4.6% per year for the first five years. Under the terms of the agreement, the interest was adjusted to a fixed rate of 4.6%, effective January 3, 2010, for a period of three years. Thereafter, the rate will change to Rabobank prime plus 1.75%. Monthly principal and interest payments commenced on February 28, 2005 and will continue through January 31, 2030. The monthly principal payment is €1,566. The mortgage is secured by the land and building purchased by TPT on January 3, 2005. The loan balance at December 31, 2011 and 2010 was €318,000 and €360,000, respectively ($412,000 and $482,000, respectively).

 

On July 19, 2005, TPT entered into a new term loan with Rabobank to fund the completion of its building expansion. The loan, in the amount of €500,000, will be repaid over 10 years with interest fixed at 6.1% per year for the first five years. Under the terms of the agreement, the interest was adjusted to a fixed rate of 4.05%, effective July 19, 2010, for a period of five years. Thereafter, the rate will change to Rabobank prime plus 1.75%. Monthly principal and interest payments commenced on August 31, 2005 and will continue through July 31, 2015. The monthly principal payment is €4,167. The loan is secured by TPT’s assets. The loan balance at December 31, 2011 and 2010 was €158,000 and €233,000, respectively ($205,000 and $312,000, respectively).

 

TPT’s loan agreements covering both the Credit Facility and the term loans include subjective acceleration clauses that allow Rabobank to accelerate payment if, in the judgment of the bank, there are adverse changes in our business. We believe that such subjective acceleration clauses are customary in The Netherlands for such borrowings. However, if demand is made by Rabobank, we may be unable to refinance the demanded indebtedness, in which case, the lenders could foreclose on the assets of TPT.

 

Asian Operation

On June 27, 2011, TMM amended its banking facility with HSBC Bank Malaysia Berhad (“HSBC”) to extend the maturity date from April 30, 2011 to April 30, 2012. The HSBC facility includes the following in Malaysian Ringgits (“RM”): (1) overdraft of RM 500,000; (2) an import/export line (“ECR”) of RM 6,460,000; and (3) a foreign exchange contract limit of RM 5,000,000 ($158,000, $2,038,000 and $1,578,000, respectively).

 

On March 2, 2012, TMM amended their banking facility with HSBC to include a new Term Loan in the amount of RM 3,500,000 ($1,125,000) for the purpose of upgrading the operation’s synthetic rutile production process. Under the terms of the facility, the loan will be paid in 35 equal monthly installments of RM 97,223 (excluding interest) and a final installment of RM 97,195 or approximately $31,261 and $31,252, respectively, commencing one month after full drawdown or 18 months after initial drawdown, whichever is earlier. The interest rate will be 2.00% above prime and will be payable monthly.

 

On June 1, 2011, TMM amended its banking facility with RHB Bank Berhad (“RHB”) to extend the maturity date to April 30, 2012. The RHB facility includes the following: (1) an overdraft line of credit up to RM 1,000,000; (2) an ECR of RM 9,300,000; (3) a bank guarantee of RM 1,200,000; and (4) a foreign exchange contract limit of RM 25,000,000 ($316,000, $2,935,000, $379,000 and $7,889,000, respectively). At December 31, 2011, TMM had an outstanding balance of RM 6,911,000 ($2,181,000) outstanding on the foreign exchange contract line of credit at an interest rate of 2.8%. The balance matures on April 30, 2012.

 

On May 30, 2008, TMM entered into a U.S. Dollar term loan with RHB to fund the completion of its new powder processing facility. The loan, in the amount of $292,000, will be repaid over a period of 36 months with an interest rate of 0.75% above the RHB prime. The loan matured on May 30, 2011.

 

The banking facilities with both HSBC and RHB bear an interest rate on the overdraft facilities at 1.25% over bank prime and the ECR facilities bear interest at 1.0% above the funding rate stipulated by the Export-Import Bank of Malaysia Berhad. The ECR, a government supported financing arrangement specifically for exporters, is used by TMM for short-term financing of up to 180 days against customers’ and inter-company shipments. At December 31, 2011, the outstanding balance on the ECR facilities was RM 3,975,000 ($1,254,000) at a current interest rate of 4.25%.

 

The borrowings under both the HSBC and the RHB short term credit facilities are subject to certain subjective acceleration covenants based on the judgment of the banks and a demand provision that provide that the banks may demand repayment at any time. We believe such a demand provision is customary in Malaysia for such facilities. The loan agreements are secured by TMM’s property, plant and equipment. However, if demand is made by HSBC or RHB, we may be unable to refinance the demanded indebtedness, in which case, the lenders could foreclose on the assets of TMM. The credit facilities prohibit TMM from paying dividends and the HSBC facility further prohibits loans to related parties without the prior consent of HSBC.

 

Liquidity

Management believes that it has adequate liquidity for fiscal year 2012 and expects to maintain compliance with all financial covenants throughout 2012.

 

The following is a summary of maturities of long-term debt to financial institutions as of December 31, 2011:


 

Years Ending December 31,

(In thousands)

2012

$

813

2013

821

2014

669

2015

512

2016

87

Thereafter

578

Total

$

3,481