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

Note 5: Long-Term Debt

Long-term debt consists of the following:

 

December 31,

 

2019

 

 

2018

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Term loan

 

$

 

8,215

 

 

$

 

9,643

 

Revolving credit facility

 

 

 

39,480

 

 

 

 

18,204

 

Notes

 

 

 

17,000

 

 

 

 

19,000

 

Finance leases

 

 

 

1,026

 

 

 

 

1,502

 

 

 

 

 

65,721

 

 

 

 

48,349

 

Less: current portion of long-term debt

 

 

 

(3,934

)

 

 

 

(3,907

)

Less: deferred financing costs

 

 

 

(1,376

)

 

 

 

(1,603

)

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

 

60,411

 

 

$

 

42,839

 

 

Credit Facility

On August 3, 2018, we entered into the Credit Agreement with PNC Bank, National Association, as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner. The Credit Agreement amended the prior Revolving Credit, Term Loan and Security Agreement (“Prior Agreement”), and provides for a senior secured revolving credit facility not to exceed $110.0 million (“Revolving Credit Facility”) and a senior secured term loan facility (“Term Loan”) in the amount of $10.0 million (together with the Revolving Credit Facility, the “Facilities”). The Company was in compliance with all applicable covenants prior to the August 3, 2018 amendment to the Credit Agreement and through December 31, 2019 and 2018.  

The Facilities, which expire on August 3, 2023 (the ‘Expiration Date”), are collateralized by a first lien in substantially all of the assets of the Company and its subsidiaries, except that no real property is collateral under the Facilities other than Company’s real property in North Jackson, Ohio.

Availability under the Credit Agreement is based on eligible accounts receivable and inventory. Further, the Company must maintain undrawn availability under the Credit Agreement of at least an amount equal to payments due on the notes issued in connection with the acquisition of the North Jackson facility, as defined in the Credit Agreement, plus 12.5% of the maximum borrowing amount of $110.0 million “(Minimum Liquidity”). At December 31, 2019, the amount of payments due on the notes relevant to the Minimum Liquidity calculation was $2.0 million. This requirement exists until the Notes are paid in full, refinanced or extended.

The Company is required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolving Credit Facility.

With respect to the Term Loan, the Company must pay quarterly installments of the principal of approximately $0.4 million, plus accrued and unpaid interest, on the first day of each fiscal quarter beginning on September 30, 2018. To the extent not previously paid, the Term Loan will become due and payable in full on the Expiration Date.

Amounts outstanding under the Facilities, at the Company’s option, will bear interest at either a base rate or a LIBOR based rate, in either case calculated in accordance with the terms of the Credit Agreement. Interest under the Credit Agreement is payable monthly. We elected to use the LIBOR based rate for the majority of the debt outstanding under the Facilities during 2019. At December 31, 2019, the LIBOR based rate was 3.45% on our Revolving Credit Facility and 3.95% for the Term Loan.

The Credit Agreement contains customary affirmative and negative covenants. If a triggering event occurs as defined in the Credit Agreement, the Company must maintain a fixed charge coverage ratio of not less than 1.10 to 1.0 measured on a rolling four quarter basis and calculated in accordance with the terms of the Credit Agreement.

$6.7 million was drawn on the Revolving Credit Facility to fund cash restricted for use related to the New Markets Tax Credit (“NMTC”) Financing Transaction. NMTC related restricted cash receipts totaling approximately $8.0 million in 2018 and $0.4 million in 2019 were applied to the Company’s Revolving Credit Facility, described in Note 7.

At December 31, 2019 and 2018, we had net Credit Agreement related deferred financing costs of approximately $0.7 million and $0.9 million, respectively. For the years ended December 31, 2019 and 2018, we amortized $0.2 million and $0.3 million of those deferred financing costs, respectively. We did not record any additional deferred financing costs to the Consolidated Balance Sheet during 2019. For the year ended December 31, 2018, we recorded $0.4 million of additional Credit Agreement related deferred financing costs to the Consolidated Balance Sheet.

The aggregate annual principal payments due under our Credit Agreement at December 31, 2019, are as follows:

 

(dollars in thousands)

 

 

 

 

 

2020

 

$

 

1,429

 

2021

 

 

 

1,429

 

2022

 

 

 

1,429

 

2023

 

 

 

43,408

 

 

 

$

 

47,695

 

 

Notes

In connection with the acquisition of the North Jackson facility in 2011, we issued $20.0 million in Notes to the sellers of the facility as partial consideration in the transaction.

On January 21, 2016, the Company entered into Amended and Restated Notes in the aggregate principal amount of $20.0 million, each in favor of Gorbert Inc. (“Holder”). The Company’s obligations under the Notes are collateralized by a second lien on the same assets of the Company that collateralize the obligations of the Company under the Facilities. The Holder had the right to elect at any time on or prior to August 17, 2017 to convert all or any portion of the outstanding principal amount of the Notes. The Holder’s conversion rights expired and are no longer subject to exercise.     

The Notes were originally scheduled to mature on March 17, 2019. On March 30, 2018, the Company provided notification of its intent to extend the maturity date to March 17, 2020 in accordance with the terms of the Notes. Upon the Company’s extension of the maturity date of the Notes to March 17, 2020, principal payments in the aggregate of $2.0 million were made in March 2019.

On March 18, 2019, the Company provided notification of its intent to extend the maturity date to March 17, 2021 in accordance with the terms of the Notes. Extending the maturity date of the Notes to March 17, 2021 would require a principal payment in the aggregate amount of $2.0 million to be made in March 2020. In conjunction with the intended extension of the maturity date of the Notes, $2.0 million has been classified within current portion of long-term debt.  

In accordance with the terms of the Notes, the Notes have borne interest at a rate of 6.0% per year since August 17, 2017. All accrued and unpaid interest is payable quarterly in arrears on each September 18, December 18, March 18 and June 18.