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Note 13 - Debt
12 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Debt Disclosure [Text Block]
1
3
. DEBT
 
Debt is comprised of the following (in thousands): 
 
   
June 30, 2020
   
June 30,
2019
 
Short-term and current maturities
               
Loan and Security Agreement (Bytewise)
  $
-
    $
1,765
 
Loan and Security Agreement (Term Loan)
   
597
     
-
 
Brazil Loans
   
3,935
     
2,300
 
     
4,532
     
4,065
 
Long-term debt
(net of current portion)
               
Loan and Security Agreement (Bytewise)
   
-
     
2,641
 
Loan and Security Agreement (Term Loan)
   
5,941
     
-
 
Loan and Security Agreement (Line of Credit)
   
20,400
     
14,900
 
     
26,341
     
17,541
 
    $
30,873
    $
21,606
 
 
Future maturities of debt are as follows (in thousands):
 
Fiscal Year
 
 
 
 
2021
   
4,532
 
2022
   
21,629
 
2023
   
1,280
 
2024
   
1,332
 
2025
   
1,386
 
Thereafter
   
714
 
Total
  $
30,873
 
 
As a result of a decrease in sales related to the COVID-
19
epidemic, the Company anticipated potential non-compliance with its fixed charge coverage ratio for the year ended
June 30, 2020
under its Loan and Security Agreement (the “Loan Agreement”) by and among the Company and its U.S. operating companies (collectively, the “Borrowers”) and TD Bank, N.A. (“TD Bank”).  On
June 25, 2020,
the Borrowers and TD Bank entered into an amendment and restatement (the “Amendment and Restatement”) of the Loan Agreement.  The Amendment and Restatement waived the fixed charge coverage ratio for the quarter ended
June 30, 2020.
In addition, the Amendment and Restatement clarifies that certain non-cash adjustments to the definition of EBITDA are permitted under the Loan Agreement, as amended.  In addition, the Amendment and Restatement increases the permitted borrowings from a foreign bank from
$5.0
million to
$15.0
million and permits the Company to draw the remainder of the outstanding balance under the Loan Agreement.
 
Pursuant to the terms of the Company's Amended and Restated Loan and Security Agreement of
June 25, 2020,
the “First Amendment” to this loan agreement was executed on
September 17, 2020,
which include, among other things, (i) pause testing of the Fixed Charge Coverage Ratio until
September 30, 2021 
and (ii) establishment of a new minimum cumulative EBITDA and minimum liquidity covenants in lieu thereof.  TD Bank perfected its security interests in the Company's U.S. based assets, increased the maximum interest charged on the Line Of Credit from and annual interest rate of
2.25%
plus Libor to
3.50%
plus Libor, and amended the borrowing base for the line of credit from
80%
of Qualified AR and
50%
of the lower of Cost or Market of US inventory values to
80%
of qualified AR plus
85%
of the Net Orderly Liquidation Value (NOLV) of US Inventory plus
62.5%
of total appraised US real estate values.  As a result of this change, the Company is projected to maintain its current borrowing capacity of
$25,000,000
under the Line of Credit. The Company underwent a series of appraisals and field exams in all US locations as part of restructuring this agreement.  In addition, the Company will provide additional reporting to TD Bank, including monthly profit and loss statements, balance sheets, cash flow statements and forecasting. This minimum adjusted EBITDA covenant is based on the Company's plan for a slow pandemic recovery throughout
FY21
and the impact of the Company's restructuring plan initiatives.  The Company will apply certain proceeds from the sale of US real estate assets against the principle balance of the term loans under the TD Bank loan agreement.  The Agreement will revert to the existing covenant package for the quarter ending
September 30, 2021
and every quarter thereafter.
 
On
December 31, 2019,
the Company entered into the Tenth Amendment of its Loan and Security Agreement (“Tenth Amendment”). Under the revised agreement, the credit limit for the Revolving Loan was increased from
$23.0
million to
$25.0
million. In addition, the Company entered into a new
$10.0
million
5
-year Term Loan with a fixed interest rate of
4.0%.
The new Term Loan will require interest only payments for
12
months and will convert to a term loan requiring both interest and principal payments commencing
January 1, 2021.
Under the Tenth Amendment, the credit limit for external borrowing was increased from
$2.5
million to
$5.0
million.
 
Total debt increased
$5.7
million and
$6.9
million during the
three
months and
nine
months ending
March 31, 2020.
During the
three
months ended
March 31, 2020
the Company pay down
$3.5
million of the Bytewise term loan (
November, 2011)
using the proceeds from borrowing
$6.5
million on the Loan and Security Agreement Term Loan. The line of credit balance increased
$2.5
million and Brazil loans increased
$0.2
million.
 
Availability under the Line of Credit remains subject to a borrowing base comprised of accounts receivable and inventory. The Company believes that the borrowing base will consistently produce availability under the Line of Credit of
$25.0
million. A
0.25%
commitment fee is charged on the unused portion of the Line of Credit.
 
On
November 22, 2011,
in conjunction with the Bytewise acquisition, the Company entered into a
$15.5
million term loan (the “Term Loan”) under the then existing Loan and Security Agreement. The Term Loan was a
ten
-year loan bearing a fixed interest rate of
4.5%
and was payable in fixed monthly payments of principal and interest of
$160,640.
The Term Loan had a balance of
$3.5
million at
December 31, 2019.
During the
three
months ended
March 31, 2020
the Company paid down
$3.5
million of the Bytewise term loan.
  
In
December 2017,
the Company's Brazilian subsidiary entered into
two
short-term loans with local banks in order to support the Company's strategic initiatives. The loans backed by the entity's US dollar denominated export receivables were made with Santander Bank and Bradesco Bank. In
February 2019,
the Company's Brazilian subsidiary began refinancing debt among Santander, Bradesco and Brazil Bank as follows as of
June 30, 2020 (
in thousands):
 
Lending Institution
 
Interest Rate
   
Beginning Date
 
Ending Date
 
Outstanding Balance
 
Bradesco
   
5.18
%  
May 2020
 
May 2021
  $
1,000
 
Santander Bank
   
8.12
%  
April 2020
 
April 2021
   
959
 
Brazil Bank
   
3.10
%  
February 2020
 
February 2021
   
500
 
Brazil Bank
   
6.05
%  
March 2020
 
February 2021
   
1,000
 
Brazil Bank
   
2.40
%  
March 2020
 
February 2021
   
300
 
Brazil Bank
   
3.11
%  
September 2019
 
September 2020
   
177
 
     
 
   
 
 
 
  $
3,936