XML 91 R19.htm IDEA: XBRL DOCUMENT v3.20.1
Note 10 - Debt
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Debt Disclosure [Text Block]
10.
DEBT
 
At
December 31, 2019
and
2018
, borrowings outstanding related to the respective term loans described below were
$113.0
million and
$116.0
million, respectively, with
$32.0
million and
$0
borrowings outstanding under the revolver, respectively. The unused credit available under the applicable credit facility was
$43.0
million at 
December 31, 2019
and
$75.0
million at 
December 31, 2018
.  At
December 31, 2019
and
2018
, the carrying value of the debt on the consolidated balance sheets is reflected net of
$1.3
million and
$1.8
million, respectively, of deferred financing costs.
 
The interest rate in effect at
December 31, 2019
was
3.31%,
which consisted of LIBOR of
1.81
% plus the Company's margin of
1.50%.
  The interest rate in effect at
December 31, 2018
was
4.31%,
which consisted of LIBOR of
2.56%
plus the Company's margin of
1.75%.
  In connection with its outstanding borrowings and amortization of the deferred financing costs described below, the Company incurred
$5.4
million and
$5.3
million of interest expense during the years ended
December 31, 2019
and
2018
, respectively.
 
2014
Credit and Security Agreement
 
On
June 19, 2014,
the Company entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank"), as administrative agent and lender, which was amended on
June 30, 2014
principally to add a syndicate of additional lenders (as so amended, the
"2014
CSA").  The
2014
CSA consisted of (i) a
$50
million revolving credit facility ("Revolver"), (ii) a
$145
million term loan facility ("Term Loan") and (iii) a
$70
million delayed draw term loan ("DDTL").  The maturity date of the
2014
CSA was
June 18, 2019. 
The Company recorded
$5.8
million of deferred financing costs associated with the
2014
CSA, to be amortized through interest expense over the
5
-year term of the agreement.
 
2016
Amendment
 
In
March 2016,
the Company amended the terms of the
2014
CSA to modify (i) the date by which the Company was obligated to make excess cash flow prepayments in
2016
on account of excess cash flow achieved for fiscal year
2015,
(ii) the method of application of mandatory and voluntary prepayments related to the Company's loans, and (iii) the maximum Leverage Ratio of the Company allowed under the
2014
CSA for the period from the effective date of the amendment through
September 2016.
In connection with this amendment to the
2014
CSA, the Company paid
$0.7
million of deferred financing costs, and the modification to the amortization schedule resulted in
$0.5
million of existing deferred financing costs to be accelerated and recorded as interest expense during the
first
quarter of
2016.
 
2017
Amendment and Refinancing
 
On
December 11, 2017,
the Company refinanced the borrowings under the
2014
CSA and further amended its terms as follows: (i) extended the maturity date to
December 11, 2022, (
ii) revised the amount of the Term Loan to
$125.0
million, (iii) increased the amount available under the Revolver to
$75.0
million, (iv) reduced mandatory amortization payments over the
first
four
years of the new
5
-year term; and (v) reduced the pricing grid related to interest expense, among other items (the
"2017
CSA").  Concurrent with its entry into the
2017
CSA, the Company's outstanding balances due under the DDTL and Revolver were paid in full.  In connection with
2017
CSA and related refinancing, the Company paid
$1.8
million of deferred financing costs.  Due to the magnitude of the modifications to the
2014
CSA, including a reduction in the number of lenders within the syndicate, this modification was deemed an extinguishment of the balances outstanding related to the Term Loan and DDTL that originated under the
2014
CSA.  As a result,
$1.0
million of existing deferred financing costs were accelerated and recorded as interest expense during the
fourth
quarter of
2017.
 
Under the terms of the
2017
CSA, the Company is entitled, subject to the satisfaction of certain conditions, to request additional commitments under the revolving credit facility or term loans in the aggregate principal amount of up to
$75
million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans.
 
The obligations of the Company under the
2017
CSA are guaranteed by certain of the Company's material U.S. subsidiaries (together with the Company, the "Loan Parties") and are secured by a
first
priority security interest in substantially all of the existing and future personal property of the Loan Parties, certain material real property of the Loan Parties and certain of the Loan Parties' material U.S. subsidiaries, including
65%
of the voting capital stock of certain of the Loan Parties' direct foreign subsidiaries.
 
The borrowings under the
2017
CSA bear interest at a rate equal to, at the Company's option, either (
1
) LIBOR, plus a margin ranging from
1.375%
per annum to
2.75%
per annum depending on the Company's leverage ratio, or (
2
)(a) an "Alternate Base Rate," which is the highest of (i) the federal funds rate plus
0.50%,
(ii) KeyBank's prime rate and (iii) the LIBOR rate with a maturity of
one
month plus
1.00%,
plus (b) a margin ranging from
0.375%
per annum to
1.75%
per annum, depending on the Company's leverage ratio.
 
The
2017
CSA contains customary representations and warranties, covenants and events of default and financial covenants that measure (i) the ratio of the Company's total funded indebtedness, on a consolidated basis, to the amount of the Company's consolidated EBITDA, as defined, ("Leverage Ratio") and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's consolidated fixed charges ("Fixed Charge Coverage Ratio"). If an event of default occurs, the lenders under the CSA would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor. 
 
2020
Amendment
 
On
February 18, 2020,
the Company further amended its credit agreement whereby the Company voluntarily prepaid a portion of its term loan under the Credit Agreement in the amount of
$8.2
million. The Amendment also served to modify the interest rate and fees applicable to the loans under the credit agreement and change certain covenants related to matters including acquisitions, share repurchases and financial ratios.
 
At
December 31, 2019
, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.
 
Scheduled principal payments of the total debt outstanding at
December 31, 2019
are as follows (in thousands):
 
2020
  $
5,948
(1)
 
2021
   
5,948
 
 
2022
   
133,118
 
 
Total long-term debt
   
145,014
 
 
Less: Current maturities of long-term debt
   
(5,948
)
 
Noncurrent portion of long-term debt
  $
139,066
 
 
 
(
1
)
The
$5.9
million of scheduled principal payments for
2020
noted in the table above was paid in full on
February 18, 2020,
as part of the above-mentioned
$8.2
million voluntary prepayment made in connection with the amendment to the Credit Agreement.