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Note 11 - Credit Agreements
9 Months Ended
Sep. 30, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
11
. Credit Agreements
 
Short-term borrowings are included in the condensed consolidated balance sheets as follows:
 
   
September 30,
   
December 31,
 
   
2018
   
2017
 
ABL Facility
  $
11,000
    $
-
 
Other lines of credit
   
24,758
     
20,602
 
Total
  $
35,758
    $
20,602
 
 
Long-term borrowings are included in the condensed consolidated balance sheets as follows:
 
   
September 30,
   
December 31,
 
   
2018
   
2017
 
Term Loan
  $
879,000
    $
929,000
 
Original issue discount and deferred financing costs
   
(23,635
)    
(26,937
)
ABL Facility
   
50,000
     
-
 
Capital lease obligation
   
4,091
     
4,690
 
Other
   
2,055
     
1,367
 
Total
   
911,511
     
908,120
 
Less: current portion of debt
   
51,266
     
936
 
Less: current portion of capital lease obligation
   
620
     
636
 
Total
  $
859,625
    $
906,548
 
 
The Company’s credit agreements originally provided for a
$1,200,000
term loan B credit facility (Term Loan) and currently include a
$300,000
uncommitted incremental term loan facility. The maturity date of the Term Loan is
May 31, 2023
.
The Term Loan is guaranteed by all of the Company’s wholly-owned domestic restricted subsidiaries, and is secured by associated collateral agreements which pledge a
first
priority lien on virtually all of the Company’s assets, including fixed assets and intangibles, other than all cash, trade accounts receivable, inventory, and other current assets and proceeds thereof, which are secured by a
second
priority lien. The Term Loan initially bore interest at rates based upon either a base rate plus an applicable margin of
1.75%
or adjusted LIBOR rate plus an applicable margin of
2.75%,
subject to a LIBOR floor of
0.75%.
Beginning in the
second
quarter of
2014,
the applicable margin related to base rate loans was reduced to
1.50%
and the applicable margin related to LIBOR rate loans was reduced to
2.50%,
in each case, if the Company’s net debt leverage ratio, as defined in the Term Loan, fell below
3.00
to
1.00
for that measurement period.
 
In
May 2017,
the Company amended the Term Loan, modifying the pricing of the facility by reducing the applicable margin rates to base rate plus a fixed applicable margin of
1.25%
or adjusted LIBOR rate plus a fixed applicable margin of
2.25%.
Further, the amendment removed the pricing grid that would reduce the applicable margin if a net debt leverage ratio of
3.00
to
1.00
was achieved. As a result, the Company does
not
anticipate any future catch-up gains or losses resulting from changes in contractual interest rates to be recorded in the statements of comprehensive income. The amended Term Loan pricing, however, is still subject to the
0.75%
LIBOR floor. In connection with this amendment and in accordance with ASC
470
-
50,
the Company capitalized
$1,432
of fees paid to creditors as deferred financing costs on long-term borrowings in the
second
quarter of
2017.
 
In
December 2017,
the Company again amended the Term Loan, which further reduced the applicable margin rates to base rate plus a fixed applicable margin of
1.00%
or adjusted LIBOR rate plus a fixed applicable margin of
2.00%.
Additionally, the amendment eliminated the Excess Cash Flow payment requirement for
2017,
and eliminated future related payment requirements if the Company’s secured leverage ratio was maintained below
3.75
to
1.00
times. In connection with this amendment and in accordance with ASC
470
-
50,
the Company capitalized
$2,346
of fees paid to creditors as original issue discount and deferred financing costs on long-term borrowings in the
fourth
quarter of
2017.
 
In
June 2018,
the Company again amended the Term Loan, which further reduced the applicable margin rates to base rate plus a fixed applicable margin of
0.75%
or adjusted LIBOR rate plus a fixed applicable margin of
1.75%.
In connection with this amendment and in accordance with ASC
470
-
50,
the Company capitalized
$829
of fees paid to creditors as deferred financing costs on long-term borrowings in the
second
quarter of
2018.
 
As of
September 30, 2018,
the Company’s secured leverage ratio was
1.82
to
1.00
times, and the Company was in compliance with all Term Loan covenants. There are
no
financial maintenance covenants on the Term Loan.
 
The Company’s credit agreements also originally provided for a
$250,000
senior secured ABL revolving credit facility (ABL Facility), with a maturity date of
May 29, 2020.
Borrowings under the ABL Facility are guaranteed by all of the Company’s wholly-owned domestic restricted subsidiaries, and are secured by associated collateral agreements which pledge a
first
priority lien on all cash, trade accounts receivable, inventory, and other current assets and proceeds thereof, and a
second
priority lien on all other assets, including fixed assets and intangibles of the Company and certain domestic subsidiaries. ABL Facility borrowings originally bore interest at rates based upon either a base rate plus an applicable margin of
0.50%
or adjusted LIBOR rate plus an applicable margin of
1.50%,
in each case, subject to adjustments based upon average availability under the ABL Facility.
 
In
June 2018,
the Company amended the ABL Facility; increasing it from
$250,000
to
$300,000
and extending the maturity date from
May 29, 2020
to
June 12, 2023 (
Amended ABL Facility). In addition, the Amended ABL Facility modified the pricing by reducing certain applicable interest rates to either a base rate plus an applicable margin of
0.375%
or an adjusted LIBOR rate plus an applicable margin of
1.375%.
In connection with this amendment and in accordance with ASC
470
-
50,
the Company capitalized
$755
of new debt issuance costs as deferred financing costs on long-term borrowings in
2018
and wrote-off
$34
of capitalized debt issuance costs as a loss on extinguishment of debt in the
second
quarter of
2018.
 
In
June 2018,
the Company borrowed
$50,000
under the Amended ABL Facility, the proceeds of which were used as a voluntary prepayment of the Term Loan. As a result of the prepayment of the Term Loan, the Company wrote-off
$1,298
of original issue discount and capitalized debt issuance costs during the
second
quarter of
2018
as a loss on extinguishment of debt in the condensed consolidated statements of comprehensive income.
 
As of
September 30, 2018,
there was
$61,000
outstanding under the Amended ABL Facility, leaving
$207,498
of availability, net of outstanding letters of credit. In
October 2018,
the Company repaid the
$50,000
outstanding Amended ABL Facility balance classified as current portion of long-term borrowings as of
September 30, 2018.
 
As of
September 30, 2018
and
December 31, 2017,
short-term borrowings consisted of borrowings by the Company’s foreign subsidiaries on local lines of credit and the Amended ABL Facility, which totaled
$35,758
and
$20,602,
respectively.