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Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt

NOTE 9 – DEBT:

 

 

 

2019

 

 

2018

 

Revolving Credit and Security Agreement

 

$

34,273

 

 

$

14,320

 

Sale and leaseback financing obligation

 

 

19,303

 

 

 

18,518

 

Promissory notes (and interest)

 

 

0

 

 

 

26,205

 

Industrial Revenue Bonds

 

 

13,311

 

 

 

13,311

 

Minority shareholder loan

 

 

2,856

 

 

 

4,056

 

Finance leases

 

 

1,114

 

 

 

1,199

 

Outstanding borrowings

 

 

70,857

 

 

 

77,609

 

Debt – current portion

 

 

(20,363

)

 

 

(45,728

)

Long-term debt

 

$

50,494

 

 

$

31,881

 

 

Future principal payments, assuming demand loans are called in 2020 and the Industrial Revenue Bonds are not able to be remarketed, are $20,363 for 2020, $34,209 for 2021, $1,822 for 2022, $1,802 for 2023, $1,714 for 2024, and $10,947 thereafter.

Revolving Credit and Security Agreement

The Corporation is party to a five-year Revolving Credit and Security Agreement (the “Credit Agreement”) with a syndicate of banks, which expires in May 2021. The Credit Agreement provides for initial borrowings not to exceed $100,000, with an option to increase the credit facility by an additional $50,000 at the request of the Corporation and with the approval of the banks. The Credit Agreement includes sublimits for letters of credit not to exceed $40,000 and European borrowings not to exceed $15,000. The Credit Agreement also provided a sublimit for Canadian borrowings not to exceed $15,000, which was eliminated in conjunction with the sale of ASW.

Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. Amounts outstanding under the credit facility bear interest, at the Corporation’s option, at either (i) LIBOR plus an applicable margin ranging between 1.75% to 2.25% based on the quarterly average excess availability or (ii) the base rate plus an applicable margin ranging between 0.75% to 1.25% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of December 31, 2019, the Corporation had outstanding borrowings under the Credit Agreement of $34,273 (including £2,000 of borrowings by UES-UK). The average interest rate for the year ended December 31, 2019, was approximately 4%. Additionally, the Corporation had utilized a portion of the credit facility for letters of credit (see Note 12). As of December 31, 2019, remaining availability under the Credit Agreement approximated $27,000, net of standard availability reserves.

Borrowings outstanding under the Credit Agreement are collateralized by a first priority perfected security interest in substantially all of the assets of the Corporation and its subsidiaries (other than real property). Additionally, the Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, without the prior consent of the banks, investments in certain of its subsidiaries, payment of dividends, incurrence of additional indebtedness, upstream distributions from subsidiaries, and acquisitions and divestures. The Corporation must also maintain a certain level of excess availability. If excess availability falls below the established threshold, or in an event of default, the Corporation will be required to maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of December 31, 2019.

Sale and Leaseback Financing Obligation

In September 2018, UES completed a sale and leaseback financing transaction for certain of its real property, including the land and buildings of its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “Properties”). Simultaneously with the sale, UES entered into a lease agreement pursuant to which UES would lease the Properties from the buyer. The lease provides for an initial term of 20 years; however, UES may extend the lease for four successive periods of approximately five years each. If fully extended, the lease would expire in September 2058. UES also has the option to repurchase the Properties, which it may exercise, and currently intends to exercise, in 2025, for a price equal to the greater of (i) the Fair Market Value of the Properties, or (ii) 115% of Lessor’s Total Investment for the Facilities, with such terms defined in the lease agreement. Annual payments will increase each anniversary date by an amount equal to the lesser of 2% or 1.25% of the change in the consumer price index, as defined in the lease agreement. The effective interest rate approximated 8.21% for the year ended December 31, 2019.

Promissory Notes

In connection with a March 2016 acquisition, the Corporation issued two three-year promissory notes. Principal and accrued interest of $26,474, in the aggregate, were paid on March 4, 2019.

Industrial Revenue Bonds

As of December 31, 2019, the Corporation had the following Industrial Revenue Bonds (IRBs) outstanding:  (i) $4,120 tax-exempt IRB maturing in 2020, interest at a floating rate which averaged 1.50% during the current year; (ii) $7,116 taxable IRB maturing in 2027, interest at a floating rate which averaged 2.25% during the current year; and (iii) $2,075 tax-exempt IRB maturing in 2029, interest at a floating rate which averaged 1.66% during the current year. The IRBs are secured by letters of credit of equivalent amounts and are remarketed periodically at which time interest rates are reset. If the IRBs are not able to be remarketed, although considered remote by the Corporation and its bankers, the bondholders can seek reimbursement immediately from the letters of credit which serve as collateral for the bonds. Accordingly, the IRBs are recorded as current debt.

Minority Shareholder Loan

ATR has a loan outstanding with its minority shareholder. The loan originally matured in 2008 but has been renewed continually for one-year periods. Interest does not compound and has accrued on the outstanding balance, since inception, at the three-to-five-year loan interest rate set by the People’s Bank of China in effect at the time of renewal. The loan balance approximated $2,856 (RMB 19,901) at December 31, 2019, and $4,056 (RMB 27,901) at December 31, 2018. ATR repaid $1,148 (RMB 8,000) in principal and $287 (RMB 2,000) in accrued interest in 2019 and $449 (RMB 3,090) in principal and $145 (RMB 1,000) in accrued interest in 2018. Additionally, in 2018, the shareholders of ATR converted a portion of their loans outstanding with ATR to equity. The conversion was in proportion to their respective ownership interest, with the Corporation converting $1,308 (RMB 9,000) and TISCO converting $872 (RMB 6,000) of their loans to equity. The interest rate for 2019 and 2018 approximated 5%. Accrued interest as of December 31, 2019 and 2018, approximated $2,152 (RMB 14,999) and $2,297 (RMB 15,800) which is recorded in other current liabilities.

Finance Leases

The Corporation leases equipment under various noncancelable lease agreements ending 2020 to 2025. Effective interest rates range between 1.30% and 3.20%, and the weighted average remaining lease term approximated 3 years at December 31, 2019. Cash paid for amounts included in the measurement of finance lease liabilities totaled $203 for the year ended December 31, 2019. Of the total cash outflows, $22 and $181 were classified as operating and financing cash flows, respectively, in the consolidated statement of cash flows.