XML 27 R16.htm IDEA: XBRL DOCUMENT v3.19.2
Financing Arrangements
6 Months Ended
Apr. 30, 2019
Debt Disclosure [Abstract]  
Financing Arrangements [Text Block]
Financing Arrangements
Debt consists of the following:    
 
April 30,
2019
 
October 31, 2018
Credit Agreement—interest rate of 5.44% at April 30, 2019 and 4.59% at October 31, 2018
$
245,800

 
$
243,300

Capital lease obligations
2,187

 
2,640

Insurance broker financing agreement
94

 
738

Total debt
248,081

 
246,678

Less: Current debt
484

 
1,327

Total long-term debt
$
247,597

 
$
245,351



At April 30, 2019, we had total debt, excluding capital leases, of $245,894, consisting of a revolving line of credit under the Credit Agreement of floating rate debt of $245,800, and fixed rate debt of $94. The weighted average interest rate of all debt was 5.42% and 4.03% for the six months ended April 30, 2019 and 2018, respectively.

Revolving Credit Facility:

The Company and its subsidiaries are party to a Credit Agreement, dated October 25, 2013, as amended (the "Credit Agreement") with Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and The Huntington National Bank, N.A., as Co-Documentation Agents and the other lender parties thereto.

On October 31, 2017, we executed the Eighth Amendment to the Credit Agreement which, among other things, provides for an aggregate availability of $350,000, $275,000 of which is available to the Company through the Tranche A Facility and $75,000 of which is available to the Dutch borrower through the Tranche B Facility, and eliminated the scheduled reductions in such availability; increases the aggregate amount of incremental commitment increased allowed under the Credit Agreement to up to $150,000 subject to our pro forma compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining commitments for any such increase. The Amendment extended the commitment period to October 31, 2022.

On July 31, 2017, we executed the Seventh Amendment which modifies investments in subsidiaries and various cumulative financial covenant thresholds, in each case, under the Credit Agreement. The Amendment also enhances our ability to take advantage of customer supply chain finance programs.

On October 28, 2016, we executed the Sixth Amendment which increased the permitted consolidated leverage ratio for periods beginning after July 31, 2016; increases the permitted consolidated fixed charge coverage ratio for periods beginning after April 30, 2017, modifies various baskets related to sale of accounts receivable, disposition of assets, sale-leaseback transactions, and makes other ministerial updates.
    
On October 30, 2015, we executed the Fifth Amendment which increased the permitted leverage ratio with periodic reductions beginning after July 30, 2016. In addition, the Amendment permitted various investments as well as up to $40,000 aggregate outstanding principal amount of subordinated indebtedness, subject to certain conditions. Finally, the Amendment provided for a consolidated fixed charge coverage ratio, and provided for up to $50,000 of capital expenditures by the Company and our subsidiaries throughout the year ending October 31, 2016, subject to certain quarterly baskets.

On April 29, 2015, we executed the Fourth Amendment to the Credit Agreement that maintained the commitment period of September 29, 2019 and allowed for an incremental increase of $25,000 (or if certain ratios are met, $100,000) to the original revolving commitments of $360,000, subject to our pro forma compliance with financial covenants, the administrative agent's approval, and the Company obtaining commitments for such increase.
    
The Fourth Amendment included scheduled commitment reductions beginning after January 30, 2016 totaling $30,000, allocated proportionately between the Aggregate Revolving A and B commitments. On April 30, 2016, the first committed reduction of $5,000 decreased the existing revolving commitment to $355,000, subject to our pro forma compliance with financial covenants.

Borrowings under the Credit Agreement bear interest, at our option, at LIBOR or the base (or "prime") rate established from time to time by the administrative agent, in each case plus an applicable margin. The Fifth Amendment provided for an interest rate margin on LIBOR loans of 1.5% to 3.0% and of 0.5% to 2.0% on base rate loans depending on the Company's leverage ratio.

The Credit Agreement contains customary restrictive and financial covenants, including covenants regarding our outstanding indebtedness and maximum leverage and interest coverage ratios. The Credit Agreement leverage ratio (inclusive of the Eighth Amendment) increases in restriction until maturity. At April 30, 2019, the maximum ratio is 3.75 to 1.0. The Credit Agreement also contains standard provisions relating to conditions of borrowing. In addition, the Credit Agreement contains customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company. If an event of default occurs, all amounts outstanding under the Credit Agreement may be accelerated and become immediately due and payable. We were in compliance with the financial covenants under the Credit Agreement as of April 30, 2019 and October 31, 2018.

After considering letters of credit of $6,206 that we have issued, unused commitments under the Credit Agreement were $97,994 as of April 30, 2019. Actual borrowing capacity is subject to Credit Agreement covenants.

Borrowings under the Credit Agreement are collateralized by a first priority security interest in substantially all of the tangible and intangible property of the Company and our domestic subsidiaries and 66% of the stock of our foreign subsidiaries.

Other Debt:

On August 1, 2018, we entered into a finance agreement with an insurance broker for various insurance policies that bears interest at a fixed rate of 2.55% and requires monthly payments of $94 through May 2019. As of April 30, 2019, $94 of principal remained outstanding under this agreement and was classified as current debt in our condensed consolidated balance sheets.

We maintain capital leases for equipment used in our manufacturing facilities with lease terms expiring between 2019 and 2020. As of April 30, 2019, the present value of minimum lease payments under our capital leases amounted to $2,187.
Scheduled repayments of debt for the next five years are listed below:     
Twelve Months Ending April 30,
 
Credit Agreement
 
Capital Lease Obligations
 
Other Debt
 
Total
2020
 
$

 
$
390

 
$
94

 
$
484

2021
 

 
1,797

 

 
1,797

2022
 

 

 

 

2023
 
245,800

 

 

 
245,800

2024
 

 

 

 

Total
 
$
245,800

 
$
2,187

 
$
94

 
$
248,081