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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2019
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

Credit Agreement amendment

On February 12, 2020, Allied Motion Technologies Inc. (the “Company”) entered into a First Amended and Restated Credit Agreement (the “Amended Credit Agreement”) for a $225 million revolving credit facility (the “Amended Revolving Facility”).  The significant changes made to the Company’s existing credit facility by the Amended Credit Agreement include (i) increasing the maximum principal amount from $175 million to $225 million, (ii) providing for a $75 million accordion amount, (iii) decreasing certain interest-rate margins and fees, and (iv) extending the term to February 2025.  HSBC Bank USA, National Association is the administrative agent, and HSBC Securities (USA) Inc., KeyBank National Association, Wells Fargo Bank, National Association and Citizens Bank, N.A. are joint lead arrangers.

Borrowings under the Amended Revolving Facility will bear interest at the LIBOR Rate (as defined in the Amended Credit Agreement) plus a margin of 1.00% to 1.75% or the Alternative Base Rate (as defined in the Amended Credit Agreement) plus a margin of 0% to 0.75%, in each case depending on the Company’s ratio of Funded Indebtedness (as defined in the Amended Credit Agreement) to Consolidated EBITDA (the “Leverage Ratio”).  Borrowings under the Amended Revolving Facility will bear interest at a weighted average rate of 3.05% at February 12, 2020 (compared to 3.30% prior to the Amended Revolving Facility).  In addition, the Company is required to pay a commitment fee of between 0.10% and 0.225% quarterly (currently 0.175%) on the unused portion of the Amended Revolving Facility, also based on the Company’s Leverage Ratio.  The Amended Revolving Facility is secured by substantially all of the Company’s non-realty assets and is fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Financial covenants under the Amended Credit Agreement require the Company to maintain a minimum interest coverage ratio of at least 3.0:1.0 at the end of each fiscal quarter.  In addition, the Company’s Leverage Ratio at the end of any fiscal quarter shall not be greater than 3.5:1.0; provided that the Company may elect to temporarily increase the Leverage Ratio to 4.0:1.0 during the twelve-month period following a material acquisition under the Amended Credit Agreement.  The Amended Credit Agreement also includes covenants and restrictions that limit the Company’s ability to incur additional indebtedness, merge, consolidate or sell all or substantially all of its assets and enter into transactions with an affiliate of the Company on other than an arms’ length transaction.  These covenants, which are described more fully in the Amended Credit Agreement, to which reference is made for a complete statement of the covenants, are subject to certain exceptions.

The Amended Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, if any representation or warranty made by the Company is false or misleading in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, the occurrence of certain ERISA events, the invalidity of the loan documents or a change in control of the Company.  The amounts outstanding under the Amended Revolving Facility may be accelerated upon certain events of default.

Acquisition

On March 7, 2020, the Company acquired Dynamic Controls Group (“Dynamic Controls”), a wholly owned subsidiary of Invacare Corporation, a market-leading designer and manufacturer of equipment for the medical mobility and rehabilitation markets.  Dynamic Controls brings strong leadership and a very experienced electronics and software engineering design team that provides market leading electronic control solutions for the medical mobility and rehabilitation markets.  Dynamic’s product suite and solutions will further strengthen the Company’s medical market position around patient mobility and rehabilitation, as well as enable it to further develop higher level solutions with embedded electronics across our other major served markets.   The Company paid $15,000 plus cash acquired at closing.  The Company expects to determine the preliminary purchase price allocation prior to the end of the first quarter of 2019.