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Note 10 - Credit Agreements
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
10.
Credit Agreements
 
Short-term borrowings are included in the consolidated balance sheets as follows:
 
   
December 31,
 
   
2018
   
2017
 
ABL facility
  $
18,459
    $
-
 
Other lines of credit
   
27,124
     
20,602
 
Total
  $
45,583
    $
20,602
 
 
Long-term borrowings are included in the consolidated balance sheets as follows:
 
   
December 31,
 
   
2018
   
2017
 
Term loan
  $
879,000
    $
929,000
 
Original issue discount and deferred financing costs
   
(22,440
)    
(26,937
)
ABL facility
   
-
     
-
 
Capital lease obligation
   
20,171
     
4,690
 
Other
   
1,642
     
1,367
 
Total
   
878,373
     
908,120
 
Less: current portion of debt
   
1,075
     
936
 
Less: current portion of capital lease obligation
   
902
     
636
 
Total
  $
876,396
    $
906,548
 
 
Maturities of long-term borrowings (before considering original issue discount and deferred financing costs) outstanding at
December 31, 2018,
are as follows:
 
2019
  $
1,927
 
2020
   
1,769
 
2021
   
1,267
 
2022
   
1,814
 
After 2022
   
894,036
 
Total
  $
900,813
 
 
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,
and measured each quarterly period thereafter, the applicable margin related to base rate loans was reduced to
1.50%
and the applicable margin related to LIBOR rate loans is reduced to
2.50%,
in each case, if the Company’s net debt leverage ratio, as defined in the Term Loan, falls below
3.00
to
1.00
for that measurement period.
 
As the Company’s net debt leverage ratio continued to be above
3.00
to
1.00
on
July 1, 2016,
the Company recorded a cumulative catch-up loss of
$2,957
in the
third
quarter of
2016,
which represented the additional cash interest expected to be paid while the net debt leverage ratio was expected to be above
3.00
to
1.00
using current forecasts at that time. The loss was recorded against original issue discount and deferred financing costs on long-term borrowings in the consolidated balance sheets and as a loss on change in contractual interest rate in the consolidated statements of comprehensive income.
 
In
November 2016,
the Company amended its Term Loan to extend the maturity date from
May 31, 2020
to
May 31, 2023.
In connection with this amendment and in accordance with ASC
470
-
50,
the Company capitalized
$4,242
of fees paid to creditors as original issue discount and deferred financing costs on long-term borrowings and expensed
$315
of transaction fees in
2016.
 
In
May 2017,
the Company amended its 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 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 and expensed
$85
of transaction fees in the
second
quarter of
2017.
 
In
December 2017,
the Company 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 will eliminate future requirements if the Company’s secured leverage ratio is 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 and expensed
$38
of transaction fees in the
fourth
quarter of
2017.
 
In
June 2018,
the Company 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 and expensed
$118
of transaction fees in
2018.
 
As of
December 31, 2018,
the Company’s net secured leverage ratio was
1.66
to
1.00
times, and the Company was in compliance with all covenants of the Term Loan. There are
no
financial maintenance covenants on the Term Loan.
 
The Company’s credit agreements also originally provided for a senior secured ABL revolving credit facility (ABL Facility). The maturity date of the ABL Facility is now
June 12, 2023.
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 initially bore interest at rates based upon either a base rate plus an applicable margin of
1.00%
or adjusted LIBOR rate plus an applicable margin of
2.00%,
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 to
June 12, 2023.
In addition, the ABL Facility amendment 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 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 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 consolidated statements of comprehensive income. In
October 2018,
the Company repaid the
$50,000
outstanding ABL Facility balance with cash on hand.
 
As of
December 31, 2018,
there was
$18,459
outstanding under the ABL Facility, leaving
$276,572
of availability, net of outstanding letters of credit.
 
As of
December 31, 2018
and
December 31, 2017,
short-term borrowings consisted of borrowings by the Company’s foreign subsidiaries on local lines of credit and the ABL Facility, which totaled
$45,583
and
$20,602,
respectively.