DEBT AND CREDIT AGREEMENTS | NOTE 7 — DEBT AND CREDIT AGREEMENTS The Company’s outstanding debt balances as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 Line of credit $ 22,249 $ 11,000 Other notes payable 1,679 1,882 Long-term debt 456 456 Less: Current portion (23,199) (11,930) Long-term debt, net of current maturities $ 1,185 $ 1,408 Credit Facility On October 26, 2016, the Company established a $20,000 three-year secured revolving line of credit with CIBC Bank USA (“CIBC”), formerly known as The PrivateBank and Trust Company. On February 25, 2019, the line of credit was expanded and extended for three years. At that time, the Company and its subsidiaries entered into an Amended and Restated Loan and Security Agreement (the “Amended and Restated Loan Agreement”), with CIBC as administrative agent and sole lead arranger and the other financial institutions party thereto (the “Lenders”), providing the Company and its subsidiaries with a $35,000 secured credit facility (the “Credit Facility”). The obligations under the Credit Facility are secured by, subject to certain exclusions, (i) a first priority security interest in all accounts receivable, inventory, equipment, cash and investment property, and (ii) a mortgage on the Abilene, Texas tower and Pittsburgh, Pennsylvania gearing facilities. The Credit Facility is a three-year asset-based revolving credit facility, pursuant to which the Lenders advance funds against a borrowing base consisting of approximately (a) 85% of the face value of eligible receivables of the Company and the subsidiaries, plus (b) the lesser of (i) 50% of the lower of cost or market value of eligible inventory of the Company, (ii) 85% of the orderly liquidation value of eligible inventory and (iii) $12.5 million, plus (c) the lesser of (i) the sum of (A) 75% of the appraised net orderly liquidation value of the Company’s eligible machinery and equipment plus (B) 50% of the fair market value of the Company’s mortgaged property and (ii) $12 million. Subject to certain borrowing base conditions, the aggregate Credit Facility limit under the Amended and Restated Loan Agreement is $35 million with a sublimit for letters of credit of $10 million. Borrowings under the Credit Facility bear interest at a per annum rate equal to, at the option of the Company, the one, two or three-month LIBOR rate or the base rate, plus a margin. The applicable margin is 5.50% for LIBOR rate loans and 3.50% for base rates loans. Upon certain pay downs, a pricing grid based on the Company’s trailing twelve month fixed charge coverage ratio may become effective under which applicable margins would range from 2.25% to 2.75% for LIBOR rate loans and 0.00% to 0.75% for base rate loans. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin under the pricing grid, plus other customary fees. The Company must also pay an unused facility fee equal to 0.50% per annum on the unused portion of the Credit Facility along with other standard fees. The initial term of the Amended and Restated Loan Agreement ends on February 25, 2022. The Company is allowed to prepay in whole or in part advances under the Credit Facility without penalty or premium other than customary “breakage” costs with respect to LIBOR loans. The Amended and Restated Loan Agreement contains customary representations and warranties applicable to the Company and the subsidiaries. It also contains a requirement that the Company, on a consolidated basis, maintain minimum quarterly earnings before interest, taxes, depreciation, amortization, share-based payments, restructuring costs, and intangible impairments (“EBITDA”) levels through September 30, 2019 and a minimum quarterly fixed charge coverage ratio thereafter, along with other customary restrictive covenants, certain of which are subject to materiality thresholds, baskets and customary exceptions and qualifications. These restrictive covenants include limitations on the ability of the Company and the subsidiaries to, among other things, form or acquire subsidiaries, incur indebtedness, create liens, enter into a merger, consolidation, reorganization or recapitalization, dispose of assets, pay dividends, cause or permit a change of control, make investments or enter into affiliate transactions. We were in compliance with all covenants as of March 31, 2019. As of March 31, 2019, there was $22,249 of outstanding indebtedness under the Credit Facility, with the ability to borrow an additional $7,528 under the Credit Facility. Other On July 20, 2011, the Company executed a New Markets Tax Credit (“NMTC”) transaction with Capital One as a counter-party. Under the NMTC structure, taxpayers are permitted to claim credits against their federal income taxes for qualified investments in the equity of community development entities. The NMTC transaction generated up to $3,900 in tax credits, which the Company made available under the structure by passing them through to Capital One. The Company used the $2,600 proceeds received from Capital One to fund capital investments and associated operating costs for its manufacturing plant in Abilene, Texas. The loan was extinguished during the third quarter of 2018 and the Company recorded a gain of $2,249 in other income, net of transaction expenses. In 2016, the Company entered into a $570 loan agreement with the Development Corporation of Abilene which is included in long-term debt, less current maturities. The loan is forgivable upon the Company meeting and maintaining specific employment thresholds. During 2018, $114 of the loan was forgiven. In addition, the Company has outstanding notes payable for capital expenditures in the amount of $1,679 and $1,882 as of March 31, 2019 and December 31, 2018, respectively, with $950 and $930 included in the “Line of credit and other notes payable” line item of the Company’s condensed consolidated financial statements as of March 31, 2019 and December 31, 2018, respectively. The notes payable have monthly payments that range from $1 to $36 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from April 2020 to August 2022. |