Annual report pursuant to Section 13 and 15(d)

Financings

v3.8.0.1
Financings
12 Months Ended
Dec. 31, 2017
Financings
9. Financings

Revolving Credit Facility

On January 26, 2017, we amended the loan and security agreement with Bank of America to borrow up to $50.0 million on a revolving basis, based upon specified percentages of eligible receivables and inventory, which matures on January 26, 2020 (the “Revolving Credit Facility”). Under the Revolving Credit Facility, the maximum applicable margin for LIBOR rate loans is 2.75%, and the maximum applicable margin for base rate loans is 1.75%. As of December 31, 2017, our Chairman, Chief Executive Officer and President had guaranteed $10.0 million of the borrowings under the Revolving Credit Facility (see Note 17). At December 31, 2017 and 2016, the balance outstanding on the Revolving Credit Facility was $38.6 million and $26.0 million, respectively.

Borrowings under the Revolving Credit Facility bear interest at a LIBOR rate or a defined base rate, each plus an applicable margin, depending on the nature of the loan. We are also obligated to pay various fees monthly. At December 31, 2017 and 2016, the weighted average interest rate was 4.59% and 3.95%, respectively. We recorded interest expense of $1.8 million, $0.9 million and $0.7 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Under the Revolving Credit Facility, outstanding loans become payable on demand to the extent that such loans exceed the defined Borrowing Base. All obligations under the Revolving Credit Facility are secured by the assets of Revolution, and are guaranteed by Revolution. The Revolving Credit Facility contains covenants that limit our ability to incur other debt, allow a lien on any property, pay dividends, restrict any wholly owned subsidiary from paying dividends, make investments, dispose of property, make loans or advances or enter into transactions with affiliates, among other things. As of December 31, 2017, we were in compliance with our covenants.

In connection with obtaining the Revolving Credit Facility, we incurred debt issuance costs, which are being amortized through the maturity date. At December 31, 2017 and 2016, we had $0.6 million and $0.2 million, respectively, of deferred debt issuance costs, which are recorded in “Other assets, net” in the Consolidated Balance Sheets.” Amortization expense of deferred debt issuance costs was $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Notes Payable

Notes payable consisted of the following:

 

     December 31,  
     2017      2016  

Value Lighting acquisition note

   $ 2.1      $ 2.4  

TNT acquisition notes

     —          2.0  

Energy Source acquisition notes

     —          10.0  
  

 

 

    

 

 

 

Total notes payable

   $ 2.1      $ 14.4  

Less: Notes payable - current

     (1.8      (2.4
  

 

 

    

 

 

 

Notes payable - noncurrent

   $ 0.3      $ 12.0  
  

 

 

    

 

 

 

Value Lighting Acquisition Note

In conjunction with the acquisition of Value Lighting, we refinanced $3.7 million of Value Lighting’s trade accounts payable by issuing a note payable to the creditor. The note is payable in monthly installments through October 2019 and a lump sum payment of $1.4 million due on November 22, 2018, which may be settled, at our option, in either cash or an equivalent amount of common shares based upon their then-current market value.

TNT Acquisition Notes

In connection with the acquisition of TNT in May 2016, we issued $2.0 million in promissory notes bearing interest at 5% per annum, of which $1.0 million was due on April 21, 2017 and $1.0 million was due on November 6, 2017. In February 2017, the maturity date was extended to November 6, 2017 for all of the TNT promissory notes. On November 16, 2017, we repaid the TNT acquisition notes, including interest of $0.2 million. We recorded interest expense of less than $0.1 million for both the years ended December 31, 2017 and 2016.

Energy Source Acquisition Notes

In connection with the acquisition of Energy Source in August 2015, we issued $10.0 million in promissory notes bearing interest at 5% per annum due July 20, 2016, which were supported by an irrevocable letter of credit from RVL. In July 2016, the maturity date was extended to January 20, 2017, with an interest rate of 7%. On January 26, 2017, we repaid the Energy Source acquisition notes, including interest of $0.4 million, using proceeds from the amended Revolving Credit Facility, and the related guarantee provided by RVL was terminated. We recorded interest expense of less than $0.1 million, $0.6 million and $0.2 million during the years ended December 31, 2017, 2016 and 2015, respectively.

 

Debt Maturities

At December 31, 2017, the scheduled maturities of our borrowings were as follows:

 

     Total  
     Notes Payable  

2018

   $ 1.8  

2019

     0.3  

2020

     38.6  
  

 

 

 

Total borrowings

   $ 40.7