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Note 6 - Debt
12 Months Ended
Jan. 31, 2019
Notes to Financial Statements  
Debt Disclosure [Text Block]
Note
6
 - Debt
 
(In thousands)
 
2018
 
2017
Revolving line North America
  $
8,890
 
  $
7,273
 
Mortgage notes
   
6,961
 
   
7,723
 
Revolving lines foreign
   
84
 
   
123
 
Capitalized lease obligations
   
536
 
   
846
 
Total debt
   
16,471
 
   
15,965
 
Unamortized debt issuance costs
   
(181
)
   
(200
)
Less current maturities
   
9,539
 
   
8,037
 
Total long-term debt
 
$
6,751
 
 
$
7,728
 
                 
Current portion of long-term debt
  $
9,539
 
  $
8,037
 
Unamortized debt issuance costs
   
(9
)
   
(11
)
Total short-term debt
 
$
9,530
 
 
$
8,026
 
 
The following table summarizes the Company's scheduled maturities on
January 31:
 
(In thousands)
 
Total
 
2020
 
2021
 
2022
 
2023
 
2024
 
Thereafter
Revolving line North America
  $
8,890
 
  $
8,890
 
  $
 
  $
 
  $
 
  $
 
  $
 
Mortgages
   
6,961
 
   
355
 
   
361
 
   
366
 
   
372
 
   
378
 
   
5,129
 
Revolving line foreign
   
84
 
   
84
 
   
 
   
 
   
 
   
 
   
 
Capitalized lease obligations
   
536
 
   
210
 
   
225
 
   
81
 
   
20
 
   
 
   
 
Total
  $
16,471
 
  $
9,539
 
  $
586
 
  $
447
 
  $
392
 
  $
378
 
  $
5,129
 
 
Revolving line North America
On
September 20, 2018,
the Company and certain of its U.S. and Canadian subsidiaries (collectively, together with the Company, the “North American Loan Parties”) entered into a new Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and lender (“PNC”), providing for a new
three
-year
$18
million Senior Secured Revolving Credit Facility, subject to a borrowing base including various reserves (the “Senior Credit Facility”). The Senior Credit Facility replaced the Company’s then existing
$15
million Credit and Security Agreement, dated
September 24, 2014,
among various subsidiaries of the Company and Bank of Montreal, as successor by assignment to BMO Harris Bank N.A., as amended (the “Prior Credit Agreement”). 
 
The Company initially used borrowings under the new Senior Credit Facility to pay off outstanding amounts under the Prior Credit Agreement (which totaled approximately USD
$3,773,823
plus CAD
4,794,528
) and cash collateralize a letter of credit (USD
$154,500
). The Company has used proceeds from the new Senior Credit Facility for on-going working capital needs, and expects to continue using this facility to fund future capital expenditures, working capital needs and other corporate purposes. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate or LIBOR, plus, in each case, an applicable margin. The applicable margin is based on average quarterly undrawn availability with respect to the Senior Credit Facility. Interest on alternate base rate borrowings are generally payable monthly in arrears and interest on LIBOR borrowings are generally be payable in arrears on the last day of each interest period. Additionally, the Company is required to pay a
0.375%
per annum facility fee on the unused portion of the Senior Credit Facility. The facility fee is payable quarterly in arrears. 
 
Subject to certain exceptions, borrowings under the Senior Credit Facility are secured by substantially all of the assets of the Company and certain of its North American subsidiaries. The North American Loan Parties’ obligations under the Senior Credit Facility are guaranteed by Perma-Pipe Canada, Inc. The Senior Credit Facility will mature on
September 20, 2021.
Subject to certain qualifications and exceptions, the Senior Credit Facility contains covenants that, among other things, restrict the North American Loan Parties’ ability to create liens, merge or consolidate, consummate acquisitions, make investments, dispose of assets, incur debt, and pay dividends and other distributions. In addition, the North American Loan Parties cannot allow capital expenditures to exceed
$3
million annually (plus a limited carryover of unused amounts). 
 
The Senior Credit Facility also contains financial covenants requiring (i) the North America Loan Parties to achieve consolidated net income (excluding the financial performance of the Company’s foreign subsidiaries
not
party to the Credit Agreement) before interest, taxes, depreciation, amortization and certain other adjustments (“EBITDA”) of at least
$1,807,000
for the period from
August 1, 2018
through
October 31, 2018; (
ii) the North America Loan Parties to achieve EBITDA of at least
$2,462,000
 for the period from
August 1, 2018
through
January 31, 2019; (
iii) the North America Loan Parties to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Senior Credit Facility (excluding from the calculation items related to the financial performance of the Company’s foreign subsidiaries
not
party to the Credit Agreement) to be
not
less than
1.10
to
1.00
for the
nine
-month period ending
April 30, 2019
and for the quarter ending
July 31, 2019
and each quarter end thereafter on a trailing
four
-quarter basis; and (iv) the Company and its subsidiaries (including the Company’s foreign subsidiaries
not
party to the Credit Agreement) to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Senior Credit Facility of
not
less than
1.10
to
1.00
for the
nine
-month period ending
October 31, 2018
and for the quarter ending
January 31, 2019
and each quarter end thereafter on a trailing
four
-quarter basis. The Company was in compliance with this requirement as of
January 31, 2019. 
 
As of
January 31, 2019,
the Company had borrowed an aggregate of
$8.9
 million at
8.0%
and
6.0%,
with a weighted average rate of
6.43%,
and had
$3.1
 million available under the Senior Credit Facility.
 
Revolving lines foreign.
The Company also has credit arrangements used by its Middle Eastern subsidiaries. These credit arrangements are in the form of overdraft facilities and project financing at rates competitive in the countries in which the Company operates. The lines are secured by certain equipment, certain assets (such as accounts receivable and inventory), and a guarantee by the Company. Some credit arrangement covenants require a minimum tangible net worth to be maintained, including maintaining certain levels of intercompany subordinated debt. In addition, some of the revolving credit facilities restrict payment of dividends. On
January 31, 2019,
the Company was in compliance with the covenants under the credit arrangements. On
January 31, 2019,
interest rates were based on the EIBOR plus
3.5%
per annum, with a minimum interest rate of
4.5%
per annum. On
January 31, 2019,
the Company's interest rates ranged from
6.15%
to
6.51%,
with a weighted average rate of
6.51%,
and the Company could borrow
$9.1
 million under these credit arrangements. On
January 31, 2019,
$7.9
 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. On
January 31, 2019,
the Company had borrowed 
$0.1
 million, and had an additional
$1.1
million available. The foreign revolving lines balances as of
January 31, 2019 
and 
2018,
were included as current maturities of long-term debt in the Company's consolidated balance sheets. 
 
The Company had a revolving line for
8.0
 million Dirhams (approximately
$2.2
 million U.S. dollars at
January 31, 2019)
from a bank in the U.A.E. The loan had an interest rate of approximately
6.15%
and
 expired on
March 31, 2019.
The Company is in current negotiations to renew and expand this facility.  
 
The Company has a revolving line for
25.0
 million Dirhams (approximately
$6.8
 million U.S. dollars at
January 31, 2019)
from a bank in the U.A.E. The loan has an interest rate of approximately
6.51%
and matures
July 2019.
 
The Company’ credit arrangements used by its Middle Eastern subsidiaries renew on an annual basis.
 
The Company guarantees the subsidiaries' debt including all foreign debt.
 
Mortgages.
On
July 
28,
2016,
the Company borrowed
$8.0
 million CAD (approximately
$6.1
 million at the prevailing exchange rate on the transaction date) from a bank in Canada under a mortgage note secured by the manufacturing facility located in Alberta, Canada that matures on
December 
23,
2042.
The interest rate is variable, currently at
6.05%,
with monthly payments of
$38
 thousand CAD (approximately
$29
 thousand) for interest; and monthly payments of
$27
thousand CAD (approximately
$21
 thousand) for principal. Principal payments began
January 2018.
 
On
June 
19,
2012,
the Company borrowed
$1.8
million under a mortgage note secured by its manufacturing facility in Lebanon, Tennessee. The proceeds were used for payment of amounts borrowed. The loan bears interest at
4.5%
with monthly payments of
$13
thousand for both principal and interest and matures
July 
1,
2027.
On
June 
19,
2022,
and on the same day of each year thereafter, the interest rate shall adjust to the prime rate, provided that the applicable interest rate shall
not
adjust more than
2.0%
per annum and shall be subject to a ceiling of
18.0%
and a floor of
4.5%.
 
Capital leases.
On
October 
20,
2017,
the Company obtained a capital lease for
$0.18
million CAD (approximately
$0.1
 million at the prevailing exchange rate on the transaction date) to finance vehicle equipment. The interest rate for these capital leases is
4.0%
per annum with monthly principal and interest payments of
$3
thousand, and these leases mature on
September 
29,
2022.
 
On
May 
5,
2017,
the Company obtained
two
capital leases for a total of
$0.94
million CAD (approximately
$0.7
 million USD at the prevailing exchange rate on the transaction date) to finance vehicle equipment. The interest rate for these capital leases is
7.8%
per annum with monthly principal and interest payments of
$9
thousand, and these leases mature on
April 
30,
2021.
 
On
August 
5,
2016,
the Company obtained a capital lease for
0.6
million Indian Rupees (approximately
$8
 thousand U.S. dollars at the prevailing exchange rate on the transaction date) to finance vehicle equipment. The interest rate for this capital lease is
15.6%
per annum with monthly principal and interest payments of less than a thousand dollars, and the lease matures on
July 
5,
2019.