Long-Term Debt

Long-term debt and the current period interest rates were as follows:



	(In thousands) December 31,
	2019			2018
Term loans	$	310,000		$	233,000
Revolving credit facility	—			—
Total debt	310,000			233,000
Less current portion	7,000			2,330
Total long-term debt, less current portion	303,000			230,670
Less debt issuance costs - term loans	2,113			1,802
Total long-term debt, net of debt issuance costs - term loans	$	300,887		$	228,868
Debt issuance costs - revolving credit facility ⁽¹⁾	$	1,894		$	1,907
Weighted-average interest rate	6.87		%	4.71		%

(1) Included as part of other assets.

Future long-term debt payments at December 31, 2019 were as follows:



	(In thousands)
2020	$	7,000
2021	7,000
2022	7,000
2023	7,000
2024	112,000
Thereafter	170,000
Total	$	310,000

On December 20, 2019, we completed the refinancing of a portion of our existing debt by entering into a new revolving credit facility (“New Revolving Credit Facility”) to replace the existing revolving credit facility that was entered into in November 2018 (“2018 Revolving Credit Facility”) and entering into a new term loan (“New Term Loan”). The New Revolving Credit Facility is a $100.0 million senior secured revolving credit facility that matures on December 20, 2024 replacing the $100.0 million 2018 Revolving Credit Facility that would have matured on November 21, 2023. The New Term Loan is a $140.0 million senior secured term loan that matures on December 20, 2024. We also have an existing $240.0 million senior secured term loan that was entered into in November 2018 that matures on November 21, 2025 (“2018 Term Loan”). The original amounts available under the New Revolving Credit Facility, New Term Loan, and 2018 Term Loan (collectively, the “Credit Facilities”) in aggregate, totaled $480.0 million.

The New Term Loan bears interest, at our option, at a rate equal to either (i) the Eurodollar Rate (defined as the London Interbank Offered Rate [“LIBOR”]) plus an applicable margin ranging from 1.50% to 2.50% per year or (ii) the Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] the Eurodollar Rate plus 1.00%) plus an applicable margin ranging from 0.50% to 1.50% per year, in each case based upon the consolidated total net adjusted leverage ratio, typically payable quarterly. In addition, the New Term Loan requires installment payments of 1.25% of the original outstanding principal balance of the New Term Loan amount on a quarterly basis.

The New Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) the Eurodollar Rate (defined as LIBOR) plus an applicable margin ranging from 1.50% to 2.50% per year or (ii) the Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] the Eurodollar Rate plus 1.00%) plus an applicable margin ranging from 0.50% to 1.50% per year, in each case based upon the consolidated total net adjusted leverage ratio, typically payable quarterly. The undrawn portion of the commitment of the New Revolving Credit Facility is subject to a commitment fee ranging from 0.175% to 0.275%, based upon the consolidated total net adjusted leverage ratio.

In November 2018, we completed credit facilities to replace the then existing credit facilities. The November 2018 credit facilities consisted of the 2018 Term Loan and the 2018 Revolving Credit Facility.

The 2018 Term Loan bears interest, at our option, at a rate equal to either (i) the Eurodollar Rate (defined as LIBOR plus an applicable margin ranging from 3.75% to 4.00% per year or (ii) the Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] the Eurodollar Rate plus 1.00%) plus an applicable margin ranging from 3.75% to 4.00% per year, in each case based upon the consolidated total net adjusted leverage ratio, typically payable quarterly. In addition, the 2018 Term Loan requires installment payments of 0.25% of the outstanding principal balance of the 2018 Term Loan amount on a quarterly basis.

The 2018 Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) the Eurodollar Rate (defined as LIBOR) plus an applicable margin ranging from 1.75% to 2.75% per year or (ii) the Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] the Eurodollar Rate plus 1.00%) plus an applicable margin ranging from 0.75% to 1.75% per year, in each case based upon the consolidated total net adjusted leverage ratio, typically payable quarterly. The undrawn portion of the commitment of the 2018 Revolving Credit Facility is subject to a commitment fee ranging from 0.200% to 0.300%, based upon the consolidated total net adjusted leverage ratio.

Further, under the Credit Facilities, if we meet the annual excess cash flow threshold, we will be required to make excess flow payments. The annual mandatory excess cash flow payments will be based on (i) 50% of the excess cash flow amount if the adjusted leverage ratio is greater than 3.25 to 1.0, (ii) 25% of the excess cash flow amount if the adjusted leverage ratio is less than or equal to 3.25 to 1.0 but greater than 2.50 to 1.0, and (iii) zero percent of the excess cash flow amount if the adjusted leverage ratio is less than or equal to 2.50 to 1.0. As of December 31, 2019, we were in compliance with all covenants required under the Credit Facilities.

We have been making periodic voluntary principal prepayments on our credit facilities, however, during 2019, as a result of drawing down on the New Term Loan, we made no net aggregate voluntary prepayments.

In conjunction with entering into the New Revolving Credit Facility and the New Term Loan, we drew down the entire $140.0 million on the New Term Loan and used those proceeds to pay off and close the 2018 Revolving Credit Facility of $58.5 million, pay down a portion of the 2018 Term Loan of $56.0 million, pay the accrued interest associated with the amounts being paid down on the 2018 Revolving Credit Facility and 2018 Term Loan, pay the fees related to this transaction, and the remainder will be used for general corporate expenses. The New Term Loan and 2018 Term Loan were considered a modification of debt and thus, no gain or loss was recorded. Instead, the new fees paid to the lenders of $0.6 million were capitalized and are being amortized over the life of the New Term Loan. The remaining debt issuance costs related to the 2018 Term Loan of $1.5 million will continue to be amortized over its remaining life.

The New Revolving Credit Facility that replaced the 2018 Revolving Credit Facility was considered an extinguishment of debt except for the portion related to the creditors that were part of both the New Revolving Credit Facility and the 2018 Revolving Credit Facility and in which case, it was considered a modification of debt. As a result, we expensed the portion of the unamortized debt issuance costs related to the 2018 Revolving Credit Facility that was considered an extinguishment of debt of $0.5 million. In addition, the new fees paid to the lenders of $0.5 million as part of the New Revolving Credit Facility were capitalized and are being amortized over its remaining life. Further, the remaining debt issuance costs related to the 2018 Revolving Credit Facility of $1.1 million will also be amortized its remaining life.

In conjunction with entering into the 2018 Credit Facilities in November 2018, we drew down the entire $240.0 million on the 2018 Term Loan, $7.9 million on the 2018 Revolving Credit Facility and used those proceeds along with current cash on hand to pay off the then existing credit facilities of $247.9 million. The 2018 Term Loan replaced the term loan that was a part of the then existing credit facilities was considered an extinguishment of debt except for the portion related to a creditor that was part of the then existing term loan and the 2018 Term Loan and in which case, it was considered a modification of debt. As a result, we expensed the portion of the unamortized debt issuance costs related to the then existing term loan that was considered an extinguishment of debt of $0.4 million. In addition, the 2018 Revolving Credit Facility replaced the then existing revolving credit facility that was part of the then existing credit facilities was considered an extinguishment of debt except for the portion related to the creditors that were part of the then existing revolving credit facility and the 2018 Revolving Credit Facility and in which case, it was considered a modification of debt. As a result, we expensed the portion of the unamortized debt issuance costs related to the 2018 Revolving Credit Facility that was considered an extinguishment of debt of $0.5 million. As such, an aggregate total loss on extinguishment of debt of $0.9 million was recorded in 2018.

Further, we incurred $3.5 million of new debt issuance costs that can be capitalized related to the 2018 Credit Facilities, of which $1.7 million were allocated to the 2018 Term Loan and the remaining $1.8 million was allocated to the 2018 Revolving Credit Facility. The 2018 Term Loan new debt issuance costs of $1.7 million and remaining unamortized then existing term loan debt issuance costs of $0.1 million, for an aggregate total of $1.8 million of debt issuance costs related to the 2018 Term Loan were capitalized and are being amortized over the seven year life of the 2018 Term Loan. The 2018 Revolving Credit Facility new debt issuance costs of $1.8 million and remaining unamortized then existing revolving credit facility debt issuance costs of $0.2 million, for an aggregate total of $2.0 million of debt issuance costs related to the 2018 Revolving Credit Facility were capitalized and were being amortized over the five years life of the 2018 Revolving Credit Facility.

On October 8, 2019, we acquired 100.0% of the outstanding equity interests of Nobles for a purchase price of $77.0 million, net of cash acquired, all payable in cash. Upon the closing of the transaction, we paid $77.3 million in cash by drawing down on the 2018 Revolving Credit Facility. See Note 3.

In April 2018, we acquired CTP for a purchase price of $30.7 million, net of cash acquired, all payable in cash. We paid an aggregate of $30.8 million in cash by drawing down on the then existing revolving credit facility. See Note 3.

In September 2017, we acquired Lightning Diversion Systems, LLC (“LDS”) for a purchase price of $60.0 million, net of cash acquired, all payable in cash. Upon the closing of the transaction, we paid $61.4 million in cash by drawing down on our then existing revolving credit facility. The remaining $0.6 million was paid in October 2017 in cash, also by drawing down on our then existing revolving credit facility.

As of December 31, 2019, we had $99.8 million of unused borrowing capacity under the New Revolving Credit Facility, after deducting $0.2 million for standby letters of credit.

The New Credit Facilities were entered into by us (“Parent Company”) and guaranteed by all of our subsidiaries, other than two subsidiaries that were considered minor (“Subsidiary Guarantors”). The Subsidiary Guarantors jointly and severally guarantee the New Credit Facilities. The Parent Company has no independent assets or operations and therefore, no consolidating financial information for the Parent Company and its subsidiaries are presented.

In October 2015, we entered into interest rate cap hedges designated as cash flow hedges with a portion of these interest rate cap hedges maturing on a quarterly basis, and a final quarterly maturity date of June 2020, in aggregate, totaling $135.0 million of our debt. We paid a total of $1.0 million in connection with the interest rate cap hedges. See Note 1 for further information.

In December 2018 and 2017, we entered into agreements to purchase $2.2 million and $14.2 million of industrial revenue bonds (“IRBs”) issued by the city of Parsons, Kansas (“Parsons”) and concurrently, sold $2.2 million and $14.2 million of property and equipment (“Property”) to Parsons as well as entered into lease agreements to lease the Property from Parsons (“Lease”) with lease payments totaling $2.2 million and $14.2 million over the lease terms, respectively. The sale of the Property and concurrent lease back of the Property in December 2018 and 2017 did not meet the sale-leaseback accounting requirements as a result of our continuous involvement with the Property and thus, the $2.2 million and $14.2 million in cash received from Parsons was not recorded as a sale but as a financing obligation, respectively. Further, the Lease included a right of offset so long as we continue to own the IRBs and thus, the financing obligations of $2.2 million and $14.2 million were offset against the $2.2 million and $14.2 million, respectively, of IRBs assets and are presented net on the consolidated balance sheets with no impact to the consolidated statements of income or consolidated cash flow statements.