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Long-Term Debt
12 Months Ended
Jan. 01, 2022
Debt Disclosure [Abstract]  
Long-Term Debt

10. Long-Term Debt

Long-term debt consists of the following:

 

 

 

January 1,

 

 

January 2,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

2021 Senior Notes Due 2029 - Senior notes issued on September 24, 2021,
    due October 1, 2029. Interest payable semi- annually, in arrears,
    beginning on April 1, 2022, accruing at a rate of
4.375% per annum
    beginning September 24, 2021.

 

$

575,000

 

 

$

 

 

 

 

 

 

 

 

2018 Senior Notes Due 2026 - Senior notes issued on August 10, 2018,
    due August 10, 2026. Interest payable semi- annually, in arrears,
    beginning on February 16, 2019, accruing at a rate of
6.75% per
    annum beginning August 10, 2018.

 

 

 

 

 

365,000

 

 

 

 

 

 

 

 

2016 Credit Agreement Due 2024 - Term loan payable with no
    contractually scheduled amortization payments. Original
    lump-sum payment of $
60.0 million due on October 31, 2024.
    Interest payable quarterly at LIBOR or the Base prime rate
    plus an applicable margin. At January 1, 2022, the average
    rate was
2.10%. At January 2, 2021, the average rate
    was
2.15%.

 

 

60,000

 

 

 

54,000

 

 

 

 

 

 

 

 

Long-term debt

 

 

635,000

 

 

 

419,000

 

 

 

 

 

 

 

 

Fees, costs, premium and discount (1)

 

 

(9,345

)

 

 

(6,902

)

 

 

 

 

 

 

 

Long-term debt, net

 

 

625,655

 

 

 

412,098

 

 

 

 

 

 

 

 

Less current portion of long-term debt

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

Long-term debt, net, less current portion

 

$

625,655

 

 

$

412,098

 

 

(1)
Fees, costs, premium and discount represents third-party fees, lender fees, other debt-related costs, and original issue premium and discount, recorded as a net reduction of the carrying value of debt and are amortized over the lives of the debt instruments to which they relate under the effective interest method.

2021 Senior Notes due 2029

On September 24, 2021, we completed the issuance of $575.0 million aggregate principal amount of 4.375% senior notes (“2021 Senior Notes due 2029”), issued at 100% of their principal amount. The 2021 Senior Notes due 2029 are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future restricted subsidiaries, other than any restricted subsidiary of the Company that does not guarantee the existing senior secured credit facilities or any permitted refinancing thereof. The 2021 Senior Notes due 2029 are senior unsecured obligations of the Company and the guarantors, respectively, and rank pari passu in right of payment with all existing and future senior debt and senior to all existing and future subordinated debt of the Company and the guarantors. The 2021 Senior Notes due 2029 were offered under Rule 144A of the Securities Act, and in transactions outside the United States under Regulation S of the Securities Act, and have not been, and will not be, registered under the Securities Act.

The 2021 Senior Notes due 2029 mature on October 1, 2029. Interest on the 2021 Senior Notes due 2029 is payable semi-annually, in arrears, beginning on April 1, 2022, with interest accruing at a rate of 4.375% per annum from September 24, 2021. We incurred financing costs relating to bank fees and professional services costs relating to the offering and issuance of the 2021 Senior Notes due 2029 totaling $8.7 million, which included a 1.25% lender spread on the total principal value of the 2021 Senior Notes due 2029, or $7.2 million, and $1.5 million of other costs, all of which are being amortized under the effective interest method. See “Deferred Financing Costs” below.


 

 

As of January 1, 2022, the face value of debt outstanding under the 2021 Senior Notes due 2029 was $575.0 million, and accrued interest totaled $6.8 million. Proceeds from the 2021 Senior Notes due 2029 were used, in part, to redeem in full the $425.0 million of 2018 Senior Notes due 2026, including the related fees, costs and prepayment call premium discussed further below, prepay the outstanding term loan borrowings under the 2016 Credit Agreement due 2024 of $54.0 million and the related fees and costs, and finance the Anlin Acquisition in the fourth quarter of 2021. See Note 5, Acquisitions, for a discussion of the Anlin Acquisition.

The indenture for the 2021 Senior Notes due 2029 gives us the option to redeem some or all of the 2021 Senior Notes due 2029 at the redemption prices and on the terms specified in the indenture governing the 2021 Senior Notes due 2029. The indenture governing the 2021 Senior Notes due 2029 does not require us to make any mandatory redemptions or sinking fund payments. However, upon the occurrence of a change of control, as defined in the indenture, the Company is required to offer to repurchase the notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. We also may make optional redemptions at various premiums including a make-whole call at the then current treasury rate plus 50 basis points prior to October 1, 2024, then 102.188% on or after August 1, 2021, 101.094% on or after August 2025, then at 100.000% on or after August 1, 2026.

The indenture for the 2021 Senior Notes due 2029 includes certain covenants limiting the ability of the Company and any guarantors to, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into agreements that restrict distributions from restricted subsidiaries; (iv) sell or otherwise dispose of assets; (v) enter into transactions with affiliates; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

2018 Senior Notes Due 2026

On August 10, 2018, we completed the issuance of $315.0 million aggregate principal amount of 6.75% senior notes (“2018 Senior Notes due 2026”), issued at 100% of their principal amount. The 2018 Senior Notes due 2026 were jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future restricted subsidiaries, other than any restricted subsidiary of the Company that does not guarantee the existing senior secured credit facilities or any permitted refinancing thereof. The 2018 Senior Notes due 2026 were senior unsecured obligations of the Company and the guarantors, respectively, and ranked pari passu in right of payment with all existing and future senior debt and senior to all existing and future subordinated debt of the Company and the guarantors. The 2018 Senior Notes due 2026 were offered under Rule 144A of the Securities Act, and in transactions outside the United States under Regulation S of the Securities Act, and were not registered under the Securities Act.

On January 24, 2020, we completed an add-on issuance of $50.0 million aggregate principal amount of 6.75% 2018 Senior Notes due 2026, or the First Additional Senior Notes, issued at 106.375% of their principal amount, resulting in a premium to us of $3.2 million. The First Additional Senior Notes were part of the same issuance of, and ranked equally and formed a single series with, the 2018 Senior Notes due 2026. Proceeds from the First Additional Senior Notes, including premium, were used, together with cash on hand, to pay the $90.4 million purchase price in the NewSouth Acquisition.

On January 25, 2021, we completed a second add-on issuance of $60.0 million aggregate principal amount of 6.75% 2018 Senior Notes due 2026, or the Second Additional Senior Notes, issued at 105.5% of their principal amount, resulting in a premium to us of $3.3 million. The Second Additional Notes were part of the same issuance of, and ranked equally and form a single series with, the 2018 Senior Notes due 2026. Proceeds from the Second Additional Senior Notes, including premium, were used, together with $31.1 million in cash on hand, to pay the $94.4 million cash portion of the $100.5 million purchase price in the ECO Acquisition.

The 2018 Senior Notes due 2026 were to mature on August 10, 2026. However, effective on September 27, 2021, using proceeds from the issuance of the $575.0 million 2021 Senior Notes due 2029, discussed above, we redeemed in-full the $425.0 million of 2018 Senior Notes due 2026, including accrued and unpaid interest through September 27, 2021, which totaled $4.5 million, and a pre-payment call premium of 5.063% of face value, which totaled $21.5 million and are classified as debt extinguishment costs in the accompanying consolidated statement of operations for the year ended January 1, 2022.

2016 Credit Agreement due 2024

On February 16, 2016, we entered into the 2016 Credit Agreement due 2024, among us, the lending institutions identified in the 2016 Credit Agreement due 2024, and Truist Financial Corporation (formerly known as SunTrust Bank), as Administrative Agent and Collateral Agent. The 2016 Credit Agreement due 2024 establishes senior secured credit facilities in an aggregate amount of $310.0 million, consisting of a $270.0 million Term B term loan facility originally maturing in February 2022 that amortizes on a basis of 1% annually during its six-year term, and a $40.0 million revolving credit facility originally maturing in February 2021 that included a swing line facility and a letter of credit facility. Our obligations under the 2016 Credit Agreement due 2024 are, subject to exceptions, guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries that are restricted subsidiaries and secured by substantially all of our assets as well as our direct and indirect restricted subsidiaries’ assets.

On March 16, 2018, we entered into an amendment of our 2016 Credit Agreement due 2024 (the “Second Amendment”). The Second Amendment, among other things, decreased the applicable interest rate margins for the Initial Term Loans (as defined in the 2016 Credit Agreement due 2024). On February 17, 2017, we entered into the first amendment to our 2016 Credit Agreement due 2024, which also resulted in decreases in the applicable margins, but which, unlike the Second Amendment, did not include any changes in lender positions.

On October 31, 2019, we entered into an amendment of our 2016 Credit Agreement due 2024 (“Third Amendment”). The Third Amendment provided for, among other things, (i) a three-year Term A loan in the then aggregate principal amount of $64.0 million (the “Initial Term A Loan”), maturing in October 2022, which refinanced in full our existing Term B term loan facility under the 2016 Credit Agreement due 2024, and had no regularly scheduled amortization, and (ii) a new five-year revolving credit facility in an aggregate principal amount of up to $80.0 million (the “Revolving Facility”), maturing in October 2024, which replaced our then existing $40.0 million revolving credit facility under the 2016 Credit Agreement due 2024, and includes a swing-line facility and letter of credit facility. The Initial Term A Loan was repaid in full with proceeds from the 2021 Senior Notes due 2029.

On October 25, 2021, we entered into an amendment of our 2016 Credit Agreement due 2024 ("Fourth Amendment"). The Fourth Amendment provides for, among other things, a three-year Term A loan in the aggregate maximum available amount of $60.0 million (the "Incremental Term A Loan"), maturing in October 2024, proceeds from which were used to fund the Anlin Acquisition. The Fourth Amendment does not change any terms relating to the Revolving Facility, under which we pay quarterly fees on the unused portion of the revolving credit facility equal to a percentage spread (ranging from 0.25% to 0.35%) based on our first lien net leverage ratio. As of January 1, 2022, there were $5.3 million in letters of credit outstanding and $74.7 million available under the Revolving Facility. Our obligations under the 2016 Credit Agreement due 2024 continue to be secured by substantially all of our assets, as well as our direct and indirect subsidiaries' assets, and is senior in position to the 2021 Senior Notes due 2029.

The weighted average all-in interest rate for borrowings under the term-loan portion of the 2016 Credit Agreement due 2024 was 2.10% as of January 1, 2022 and was 2.15% at January 2, 2021.

Deferred Financing Costs

All debt-related fees, costs and original issue discount, including those related to the revolving credit portion of the facility, is classified as a reduction of the carrying value of long-term debt. The activity relating to third-party fees and costs, lender fees and discount for the year ended January 1, 2022, are as follows:

 

(in thousands)

 

Total

 

At beginning of year

 

$

6,902

 

Add: Deferred financing costs from the issuance of the Second Additional Senior Notes

 

 

1,363

 

Less: Premium on the Second Additional Senior Notes

 

 

(3,300

)

Less: Write-off of deferred costs classified as debt extinguishment costs

 

 

(3,954

)

Add: Deferred financing costs from the issuance of the 2021 Senior Notes due 2029

 

 

8,700

 

Add: Deferred financing costs from the refinancing of the 2016 Credit Agreement

 

 

612

 

Less: Amortization expense

 

 

(978

)

 

 

 

 

At end of year

 

$

9,345

 

 

Estimated amortization expense relating to third-party fees and costs, lender fees and discount for the years indicated, as of January 1, 2022, is as follows:

 

(in thousands)

 

Total

 

2022

 

$

1,233

 

2023

 

 

1,282

 

2024

 

 

1,282

 

2025

 

 

1,083

 

2026

 

 

1,114

 

Thereafter

 

 

3,351

 

 

 

 

 

Total

 

$

9,345

 

 

The following represents future maturities of long-term debt as of January 1, 2022 (at face value):

 

(in thousands)

 

Total

 

2021

 

$

 

2022

 

 

 

2023

 

 

 

2024

 

 

60,000

 

2025

 

 

 

Thereafter

 

 

575,000

 

 

 

 

 

Total

 

$

635,000

 

Interest Expense, Net

Interest expense, net consisted of the following:

 

 

 

Year Ended

 

 

 

January 1,

 

 

January 2,

 

 

December 28,

 

 

 

2022

 

 

2021

 

 

2019

 

(in thousands)

 

 

 

Long-term debt

 

$

28,625

 

 

$

26,339

 

 

$

24,750

 

Debt fees

 

 

474

 

 

 

327

 

 

 

383

 

Amortization and write-offs of deferred

 

 

 

 

 

 

 

 

 

financing costs and debt discount

 

 

978

 

 

 

1,206

 

 

 

1,674

 

Interest income

 

 

(27

)

 

 

(120

)

 

 

(339

)

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

30,050

 

 

 

27,752

 

 

 

26,468

 

Capitalized interest

 

 

(21

)

 

 

(33

)

 

 

(51

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

$

30,029

 

 

$

27,719

 

 

$

26,417