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Note 10 - Long-term Obligations
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Long-term Debt [Text Block]
10.
L
ONG-TERM OBLIGATIONS
 
On
January 15, 2019,
the Company entered into a new senior credit facility. See Note
21
Subsequent Events
.” Consummation of this agreement prior to issuance of the Company’s
2018
financial statements demonstrated the Company’s intent and ability to refinance a portion of its current obligation in accordance with ASC
470,
“Debt.” Current maturities under the Company’s
2017
Senior Credit Facility totaling
$6,600
at
December 31, 2018
were effectively replaced by principal payments totaling
$2,250
under the new senior credit facility. Accordingly, current portion of long-term obligations in the amount of
$4,350
was reclassified to long-term obligations at
December 31, 2018.
The Consolidated Balance Sheet and schedule of long-term obligations at
December 31, 2018,
and the schedule of maturities of long-term obligations reflect this reclassification only, and do
not
reflect all changes in debt maturities resulting from this transaction.
 
Long-term obligations consist of the following at
December 31, 2018
and
2017:
 
   
2018
   
2017
 
2017 senior secured credit facility due 2023
  $
171,750
    $
178,350
 
Debt discount
   
(2,024
)    
(2,668
)
Debt issuance costs
   
(2,182
)    
(2,869
)
6.25% convertible notes due 2018
   
-
     
10,044
 
Debt discount
   
-
     
(18
)
Debt issuance costs
   
-
     
(4
)
Capital leases and other long-term obligations
   
2,768
     
3,154
 
Total debt
   
170,312
     
185,989
 
Less current portion
   
(2,289
)    
(17,030
)
Long-term obligations, net of current portion
  $
168,023
    $
168,959
 
 
As of
December 31, 2018,
the Company had
no
amounts outstanding under the
$15,000
revolving facility component of its
2017
Senior Credit Facility.
 
The aggregate maturities of long-term obligations for each of the next
five
years and thereafter at
December 31, 2018,
are as follows:
 
2019
  $
2,289
 
2020
   
13,252
 
2021
   
16,267
 
2022
   
86,483
 
2023
   
53,801
 
Thereafter
   
2,426
 
Total maturities
  $
174,518
 
 
2017
Senior Credit Facility
 
On
January 15, 2019,
the Company utilized the proceeds from its new senior credit facility to repay in full the outstanding principal balance and accrued and unpaid interest on the
2017
Senior Credit Facility. See Note
21
Subsequent Events
.”
 
On
March 13, 2017 (
the “Closing Date”), the Company entered into a new senior credit facility consisting of a Term A-
1
Facility of
$120,000,
a Term A-
2
Facility of
$60,000
and a revolving facility of
$15,000
(the
“2017
Senior Credit Facility”). Upon the satisfaction of certain conditions, on
March 28, 2017 (
the “Funding Date”), the
2017
Senior Credit Facility was funded. Gross cash proceeds totaling
$176,828,
net of discounts of
$3,172,
and cash on hand of
$9,030
were utilized as follows: (i) repayment of the Company’s
2015
Senior Credit Facility due
2018
totaling
$88,135,
including principal, accrued interest and fees; (ii) placement of
$94,000
in restricted cash to fund the purchase or repayment at maturity of its
6.25%
Notes; (iii) fund fees associated with tender of the
6.25%
Notes of
$197;
and (iv) fund fees and other expenses associated with the transaction totaling
$3,526.
Discounts, fees and expenses associated with the
2017
Senior Credit Facility, including amounts paid in
2016,
totaling
$6,580
were deferred and charged to interest expense over the terms of the agreement.
 
The Term A-
1
Facility in the principal amount of
$120,000
bore interest at LIBOR plus
5.0%
per annum, with a LIBOR minimum of
1.0%.
Quarterly principal payments were
$1,500
beginning in the
fourth
quarter of
2017
through the
first
quarter of
2020;
$2,250
in the
second
quarter of
2020
through the
first
quarter of
2021;
and
$4,000
in the
second
quarter of
2021
through the
fourth
quarter of
2021.
The remaining outstanding principal balance was due on
March 13, 2022.
 
The Term A-
2
Facility in the principal amount of
$60,000
bore interest at LIBOR plus
7.0%
per annum, with a LIBOR minimum of
1.0%.
Quarterly principal payments were
$150
beginning in the
fourth
quarter of
2017
through the
first
quarter of
2021;
and
$600
in the
second
quarter of
2021
through the
fourth
quarter of
2022.
The remaining outstanding principal balance was due on
March 13, 2023.
 
The Company
may
have, at its option, designated a portion of the borrowings under the Term A-
1
Facility and Term A-
2
Facility to bear interest at an Alternative Base Rate, which is defined as the highest of (i) the Prime Rate; (ii) the Federal Funds Effective Rate plus
0.50%
per annum; and (iii) the Adjusted LIBOR Rate for an Interest Period of
one
month plus
1.0%
per annum. If the LIBOR Rate is
no
longer available for such interest period, the Adjusted LIBOR Rate shall be calculated as the Administrative Agent shall select in its sole discretion. The Alternative Base Rate shall
not
be less than zero.
 
The revolving facility provided for borrowings in an aggregate amount outstanding at any
one
time
not
to exceed
$15,000,
including a letter of credit subfacility and swingline subfacility with commitment limitations based on amounts drawn under the revolving facility (collectively the “Revolving Facility”). The Revolving Facility bore interest at LIBOR plus
5.0%
per annum, with a LIBOR minimum of
1.0%.
 
The obligations under the
2017
Senior Credit Facility were secured by substantially all of the personal property and certain material real property owned by the Company and its wholly-owned subsidiaries, with certain exceptions. The
2017
Senior Credit Facility contained customary representations, warranties and covenants, including covenants limiting the incurrence of additional debt, declaring dividends, repurchase of the Company’s common stock, making investments, dispositions, and entering into mergers and acquisitions. Financial covenants (i) imposed a maximum net total leverage to consolidated EBITDA ratio; and (ii) required a minimum consolidated EBITDA to fixed charge coverage ratio. The payment of dividends on the Company’s common stock was
not
permitted until such time that the Company’s net total leverage ratio, as defined in the
2017
Senior Credit Facility, was
not
more than
2.75
to
1.00,
and certain other liquidity measures were met. Calculation and reporting to the lenders the actual net leverage ratio at
December 31, 2018
was
not
required. The
2017
Senior Credit Facility provided for events of default customary for credit facilities of this type, including non-payment under the agreement, breach of warranty, breach of covenants, defaults on other debt, incurrence of liens on collateral, change of control and insolvency, all as defined in the agreement. Consequences of an event of default were defined in the agreement.
 
As required under the terms of the
2017
Senior Credit Facility, the Company entered into interest rate hedges sufficient to effectively fix or limit the interest rate on borrowings under the agreement of a minimum of
$90,000
with a weighted average life of at least
two
years. See Note
7
Fair Value Measurements
” for additional information.
 
6.25%
Convertible Notes due
2018
 
On
March 17, 2017,
the Company issued a tender offer to purchase any and all of its outstanding
6.25%
Notes for cash in an amount equal to
one thousand twenty-five
dollars per
one thousand
dollars principal amount (the “Tender Offer”). The Tender Offer was subsequently amended to
one thousand thirty-seven
dollars and
fifty
cents per
one thousand
dollars principal amount. Under the terms of the agreement, proceeds from the Company’s
2017
Senior Credit Facility in the amount of
$94,000
were utilized to fund the Tender Offer and the repurchase of the remaining
6.25%
Notes. The Tender Offer expired on
April 14, 2017
and was settled on
April 17, 2017.
As of the expiration date,
$83,956
aggregate principal amount of the
6.25%
Notes were validly tendered and
not
validly withdrawn pursuant to the Tender Offer, and were accepted for purchase by the Company at the amended price. The Company settled the Tender Offer on
April 17, 2017.
The cash settlement totaled
$90,231,
including principal of
$83,956,
accrued interest of
$2,420,
the premium of
$3,148
and fees of
$707.
Settlement was funded with restricted cash of
$83,956
and other cash on hand of
$6,275.
The Company recorded a loss on the extinguishment of this debt of
$5,230
in
2017.
Following settlement,
6.25%
Notes in the aggregate principal amount of
$10,044
remained outstanding.
 
On
May 1, 2018,
the Company repurchased the outstanding balance of its
6.25%
Notes. The cash settlement totaled
$10,358,
including principal of
$10,044
and accrued interest of
$314.
Settlement was funded utilizing restricted cash of
$10,044
and cash on hand of
$314.
There was
no
gain or loss associated with the repurchase.
 
The following table provides selected data regarding the
6.25%
Notes as of
December 31, 2017:
 
   
2017
 
Net carrying amount of the equity component
  $
686
 
Principal amount of the convertible notes
  $
10,044
 
Unamortized debt discount
  $
18
 
Amortization period remaining (months)
   
4
 
Net carrying amount of the convertible notes
  $
10,026
 
 
The following table details the interest components of the
6.25%
Notes contained in the Company’s Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2018
and
2017:
 
   
2018
   
2017
 
Coupon interest expense
  $
208
    $
2,163
 
Amortization of the debt discount
   
18
     
2,253
 
Total included in interest expense
  $
226
    $
4,416
 
 
Capital Leases and Other Long-term Obligations
 
The Company is a lessee under various capital leases and other financing agreements totaling
$2,768
and
$3,154
with a weighted average interest rate of
9.82%
and
9.41%
at
December 31, 2018
and
2017,
respectively, and have maturities through
2033.
 
Debt Issuance Costs
 
The Company incurred debt issuance costs totaling
$3,407
associated with its
2017
Senior Credit Facility which were deferred and amortized to interest expense over the terms of the agreements. Amortization of debt issuance costs were
$691
and
$2,057
in the years ended
December 31, 2018
and
2017,
respectively, including
zero
and
$974
classified as loss on extinguishment of debt in
2018
and
2017,
respectively.
 
Debt Discounts
 
Accretion of debt discounts charged to interest expense or loss on extinguishment of debt in
2018
and
2017,
totaled
$662
and
$2,763,
respectively, including
zero
and
$1,482
classified as loss on extinguishment of debt in
2018
and
2017,
respectively.