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Note 8 - Long-term Obligations
3 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Long-term Debt [Text Block]
8
.
LONG-TERM OBLIGATIONS
 
Long-term obligations consist of the following at
March 31, 2020
and
December 31, 2019:
 
   
2020
   
2019
 
2019 senior secured credit facility due 2024
  $
174,521
    $
177,750
 
Debt discount
   
(2,033
)    
(2,234
)
Debt issuance costs
   
(1,713
)    
(1,863
)
Finance leases and other long-term obligations
   
2,717
     
2,729
 
Total long-term obligations
   
173,492
     
176,382
 
Less current portion
   
(7,931
)    
(8,906
)
Long-term obligations, net of current portion
  $
165,561
    $
167,476
 
 
As of
March 31, 2020,
the aggregate maturities of long-term obligations were as follows:
 
2020 (April 1 - December 31)
  $
5,666
 
2021 (January 1 - December 31)
   
9,067
 
2022 (January 1 - December 31)
   
11,333
 
2023 (January 1 - December 31)
   
15,851
 
2024 (January 1 - December 31)
   
133,018
 
Thereafter
   
2,303
 
Total maturities of long-term obligations
  $
177,238
 
 
2019
Senior Credit Facility
 
The Company’s
2019
Senior Credit Facility consists of an Initial Term A Facility in the amount of
$180,000,
a Revolving Facility in an amount
not
to exceed
$20,000,
a Delayed-Draw Term A Facility in an amount
not
to exceed
$25,000,
and Incremental Term A Loans up to an aggregate principal amount of the greater of
$60,000
and trailing
twelve
month EBITDA, as defined in the Agreement. On
January 15, 2019,
proceeds from the Initial Term A Facility of
$178,335,
net of discounts of
$1,665,
were used to repay in full the outstanding principal balance of the Term A-
1
Facility and Term A-
2
Facility under the Company’s
2017
Senior Credit Facility of
$112,500
and
$59,250,
respectively, pay accrued and unpaid interest of
$590,
and pay fees and expenses associated with the transaction totaling
$2,270
in
2019.
The
2017
Senior Credit Facility was terminated on
January 15, 2019.
Discounts, debt issuance costs and fees associated with the
2019
Senior Credit Facility totaling
$2,683
were deferred and will be charged to interest expense over the term of the agreement.
 
Amounts outstanding under the Initial Term A Facility, Revolving Facility, Delayed-Draw Facility and Incremental Term A Loans bear interest at LIBOR plus
4.5%
per annum. The Company
may,
at its discretion and subject to certain limitations as defined in the Agreement, select an alternate base rate at a margin that is
1.0%
lower than the counterpart LIBOR margin.
 
Principal payments on the Initial Term A Facility, Delayed-Draw A Facility and any amounts outstanding under the Incremental Term A Loans are due commencing in the
third
quarter of
2019
as follows: the
third
quarter of
2019
through the
second
quarter of
2020
$1,125
per quarter; the
third
quarter of
2020
through the
second
quarter of
2022
$2,250
per quarter; the
third
quarter of
2022
through the
second
quarter of
2023
$3,375
per quarter; and the
third
quarter of
2023
through the
fourth
quarter of
2023
$4,500
per quarter. The remaining outstanding principal balance, including any amounts outstanding under the Revolving Facility, is due on
January 15, 2024.
This schedule is subject to mandatory prepayments under certain conditions, including the Company’s generation of excess cash flow as defined in the Agreement. As a result of the generation of excess cash flow in
2019,
a prepayment of principal in the amount of
$2,104
was required in the
first
quarter of
2020.
 
There were
no
amounts outstanding under the Revolving Facility, Delayed-Draw Term A Facility and Incremental Term A Loans at
March 31, 2020.
 
The obligations under the
2019
Senior Credit Facility are secured by substantially all the personal property and real property of the Company, subject to certain agreed exceptions.
 
The
2019
Senior Credit Facility contains customary representations, warranties and covenants, including covenants limiting the incurrence of debt, the payment of dividends and repurchase of the Company’s common stock.
 
The
2019
Senior Credit Facility provides for events of default customary for credit facilities of this type, including non-payment defaults on other debt, misrepresentation, breach of covenants, representations and warranties, change of control, and insolvency and bankruptcy.
 
Under the terms of the
2019
Senior Credit Facility, the Company is required to enter into or obtain an interest rate hedge 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. On
June 28, 2019,
the Company entered into
two
pay-fixed, receive-floating, interest rate swaps. Each swap is in the initial notional amount of
$67,500,
has an interest rate of
6.1735%
inclusive of a
4.5%
LIBOR spread, and a maturity date of
June 30, 2022.
The swaps are with different counter parties.
 
2017
Senior Credit Facility
 
On
January 15, 2019,
the Company utilized proceeds from the
2019
Senior Credit Facility to repay in full the outstanding principal balance of its
2017
Senior Credit Facility in the amount of
$171,750.
The Company recorded a loss totaling
$2,830
in
2019
on the extinguishment of debt associated with this transaction, including the write-off of debt issuance costs and
third
-party fees.