Debt

The Company has debt outstanding primarily within its real estate and agribusiness operations. As of June 30, 2013, the Company was in compliance with all construction financing debt covenants. If our canola business continues to report losses, it is possible we could breach one or more of our debt covenants which would require us to obtain a waiver from our lenders, or it could require us to provide additional capital into the business. As of June 30, 2013, the Company had approximately $39.3 million of unused loan commitments within our real estate operations.

As of June 30, 2013, and in conjunction with the acquisition of the controlling financial interest and consolidation of Spigit, the Company reported an $8 million debt owed by Spigit under a revolving credit facility with Comerica Bank. The loan bears interest at prime plus 250 basis points, currently 5.75%, was due on June 30, 2013 and is collateralized by all of Spigit’s assets. The loan was not repaid on the due date, and is currently in default.

The bank has the right to terminate or reduce the line of credit upon (i) any material adverse effect on the business, operations, property or financial condition of the Company, (ii) any material adverse effect on the ability of Spigit to repay borrowings or otherwise perform, observe or comply with any of its other obligations under the line of credit, (iii) any material adverse effect on the validity or enforceability of any of the material rights or remedies of the bank, or (iv) any material adverse effect on any of the security interests and liens of the bank in any property constituting collateral.

The loan agreement contains certain significant reporting and financial covenants as follows:

Spigit is required to achieve gross bookings (funds that are expected to be received from customers in the near future based on accepted orders or contracts), calculated on a rolling two quarter basis, as of June 30, 2013 of $9.1 million and is required to achieve an 85% renewal rate of its customer licenses. In addition, the bank requires Spigit to maintain a majority of its cash with the bank, with a minimum balance of $1 million during the term of the credit facility. Spigit is also required to produce audited financial statements within 120 days of its December 31 year end. At June 30, 2013, Spigit had not produced audited financial statements and during the period had a cash balance less than the minimum requirement. Spigit is in discussions with the bank to obtain an agreement that would extend the due date of the loan to August 31, 2013. Under the proposed terms of the agreement, the bank would not waive any existing breaches of the loan covenants, but would not call the loan during the extension period. See Note 7 for additional information regarding the Company’s investment in Spigit.

The following details the Company’s consolidated debt (in thousands):



	June 30, 2013		December 31, 2012
Construction Financing:
4.75% payments through 2017	$	86,517	$	89,500
Working Capital:
6% payments through 2017	5,750		5,000
Revolving Credit Facility:
5.75% due June 2013 (in default)	8,035
Swiss Debt:
3.7% payments through 2014	13,233		13,655
3.8% payments through 2014	3,176		3,277
Mortgages:
4% to 4.75% payments through 2013	5,365		5,551
5% payments due from 2014 - 2016	5,116		425
6% to 6.5% payments through 2036	15,173		15,531
8% payments through 2013	464		464
10% payments through 2013	7,605		7,605
Other	13
	$	150,447	$	141,008