Long-term Debt and Line of Credit | 11. The Company entered into an amended syndicated credit agreement (the āCredit Agreementā also known as the āFourth Amendmentā) on July 31, 2018 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of America, N.A., BOKF, NA dba Bank of Texas, KeyBank National Association, NBH Bank, IBERIABANK, Trustmark National Bank, First Tennessee Bank NA, and Branch Banking and Trust Company. The Credit Facility matures on July 31, 2023. The Credit Agreement, which may be amended from time to time, provides for borrowings under a revolving line of credit and a term loan (together, the āCredit Facilityā). The Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility. Interest is due and is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under the revolving line of credit may be re-borrowed. Total debt issuance costs for the Fourth Amendment, which included underwriter fees, legal fees and syndication fees were approximately $0.9 million and were capitalized as non-current deferred charges and amortized using the effective interest rate method over the duration of the loan. Additionally, the Company executed the Fifth Amendment during March 2019, which was made effective as of December 31, 2018, and executed the Sixth Amendment during May 2019. The Company incurred additional debt issuance costs of approximately $0.6 million and $0.9 million respectively for the Fifth and Sixth Amendments. With the execution of the aforementioned Sixth Amendment, $50.0 million of the existing revolving line of credit was modified and accounted for under guidelines of ASC 470-50, Debt, Modifications and Extinguishments, and a pro-rated portion of unamortized debt issuance costs of approximately $0.4 million was recognized as interest expense as of May 2019. The remaining debt issuance costs of approximately $0.9 million related to the Fourth, Fifth, and Sixth Amendments will be amortized over the duration of the loan. The Company entered into a new syndicated credit agreement (the ā364-Day Revolving Credit Facilityā) on June 8, 2020 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of America, N.A. and BOKF, NA dba Bank of Texas. Concurrent with this the Company executed an amendment to the Credit Agreement with its existing lenders (āalso known as the āSeventh Amendmentā) for the sole intent and outcome of executing the 364-Day Revolving Credit Facility. The 364-Day Revolving Credit Facility, which may be amended from time to time, provides for borrowings under a new revolving line of credit. The 364-Day Revolving Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance Permitted Acquisitions, and to pay transaction fees, costs and expenses related to the consummation of the Seventh Amendment. Interest is due and is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the 364- Day Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under the 364-Day Revolving Credit Facility may be re-borrowed. The 364-Day Revolving Credit Facility matures on June 7, 2021. Total debt issuance costs for the 364-Day Revolving Credit Facility, which included underwriter fees, legal fees and syndication fees were approximately $0.4 million and were capitalized as current deferred charges and will be amortized over the duration of the loan. To date the Company has had no borrowings under the 364-Day Revolving Credit Facility. Effective, October 9, 2020, the Company entered into an amendment (the "Eighth Amendment") to its syndicated credit agreement (the "Credit Agreement" , with Regions Bank, as Administrative Agent and Collateral Agent and Bank of America, N.A., BOKF, NA dba Bank of Texas, Iberiabank, NBH Bank, Truist Bank, and Trustmark National Bank, as Lenders. The Eighth Amendment provides for administrative revisions to the Credit Agreement, including changes to repayment requirements for involuntary asset dispositions and changes to the timing of repayment for voluntary asset dispositions. The quarterly weighted average interest rate for the Credit Facility as of March 31, 2021 was 2.48%. The Companyās obligations under debt arrangements consisted of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā December 31, 2020 ā ā Debt Issuance ā ā Debt Issuance ā ā ā Principal ā Costs (1) ā Total ā Principal ā Costs (1) ā Total Term loan - current ā $ 4,500 ā $ (152) ā $ 4,348 ā $ 4,500 ā $ (156) ā $ 4,344 Total current debt ā 4,500 ā (152) ā 4,348 ā 4,500 ā (156) ā 4,344 Revolving line of credit ā ā ā ā ā ā ā 5,000 ā (174) ā 4,826 Term loan - long-term ā 24,431 ā (828) ā 23,603 ā 25,586 ā (889) ā 24,697 Total long-term debt ā ā 24,431 ā ā (828) ā ā 23,603 ā ā 30,586 ā ā (1,063) ā ā 29,523 Total debt ā $ 28,931 ā $ (980) ā $ 27,951 ā $ 35,086 ā $ (1,219) ā $ 33,867 ā (1) Total debt issuance costs include underwriter fees, legal fees and syndication fees and fees related to the execution of the Fourth, Fifth, Sixth, Seventh and Eighth Amendments to the Credit Agreement. Provisions of the revolving line of credit The Company has a maximum borrowing availability under the revolving line of credit and swingline loans (as defined in the Credit Agreement) of $50.0 million. There is a letter of credit sublimit that is equal to the lesser of $20.0 million and the aggregate unused amount of the revolving commitments then in effect. There is also a swingline sublimit equal to the lesser of $5.0 million and the aggregate unused amount of the revolving commitments then in effect. Revolving loans may be designated as Base Rate Loan or Adjusted LIBOR Rate Loans, at the Companyās request, and must be drawn in an aggregate minimum amount of $1.0 million and integral multiples of $250,000 in excess of that amount. Swingline loans must be drawn in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount. The Company may convert, change, or modify such designations from time to time. The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the revolving line of credit. The commitment fee, which is due quarterly in arrears, is equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding. The revolving line of credit termination date is the earlier of the Credit Facility termination date, July 31, 2023, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the amended Credit Facility. The maturity date for amounts drawn under the revolving line of credit is the earlier of the Facility termination date of July 31, 2023, or the date the outstanding balance is permanently reduced to zero. As of March 31, 2021 the Company had no borrowing under the revolving line of credit. There were $1.7 million in outstanding letters of credit as of March 31, 2021, which reduced the maximum borrowing availability on the revolving line of credit to $48.3 million. During the three months ended March 31, 2021, the Company drew down $5.0 million for general corporate purposes and made payments of $10.0 million on the revolving line of credit which resulted in a net decrease of $5.0 million. Provisions of the 364-day revolving credit facility The Company has a maximum borrowing availability under the 364-Day The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the 364-Day Revolving Credit Facility. The commitment fee, which is due quarterly in arrears, is equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding. As of March 31, 2021, there were no outstanding borrowings under the 364-Day Revolving Credit Facility. Provisions of the term loan The original principal amount of $60.0 million for the term loan commitment is paid off in quarterly installment payments (as stated in the Credit Agreement). At March 31, 2021, the outstanding term loan component of the Credit Facility totaled $28.9 million and was secured by specific assets of the Company. The table below outlines the total remaining payment amounts annually for the term loan through maturity of the Credit Facility: ā ā ā ā ā 2021 ā 3,375 2022 ā ā 5,250 2023 ā ā 20,306 ā ā $ 28,931 ā During the three months ended March 31, 2021 the Company made the scheduled quarterly principal payment of $1.2 million, which reduced the outstanding principal balance to $28.9 million as of March 31,2021. The current portion of debt is $4.5 million, and the non-current portion is $24.4 million. As of March 31, 2021, the term loan was designated as an Adjusted LIBOR Rate Loan with an interest rate of 2.38%. Financial covenants Restrictive financial covenants under the Credit Facility include: ā A consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period: - Fiscal Quarter Ending December 31, 2019 and each Fiscal Quarter thereafter, to not be less than 1.25 to 1.00. ā A consolidated Leverage Ratio to not exceed the following during each noted period: - Fiscal Quarter Ending March 31, 2020 and each Fiscal Quarter thereafter, to not exceed 3.00 to 1.00. ā In addition, the Credit Facility contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and events constituting a change of control. The Company was in compliance with all financial covenants as of March 31, 2021. Derivative Financial Instruments On September 16, 2015, the Company entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments on 50% of the aggregate principal amount of the Regions Term Loan outstanding, beginning with a notional amount of $67.5 million. There was a total of five sequential interest rate swaps to achieve the hedged position and each year on August 31, with the exception of the final swap, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the final swap on July 31, 2020. On December 6, 2018, the Company entered into a sixth receive-variable, pay-fixed interest rate swap to hedge the variability of interest payments. The sixth swap began with a notional amount of $27.0 million on July 31, 2020 and hedges the variability in the interest payments on the aggregate scheduled principal amount of the Regions Term Loan outstanding. The sixth swap is scheduled to expire on July 31, 2023. At inception, these interest rate swaps were designated as cash flow hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value are recorded in other comprehensive income (loss) and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings. The change in fair market value of the swaps for the comparative periods ended March 31, 2021 and March 31, 2020, as reflected in accumulated other comprehensive loss in the Condensed Consolidated Statements of Stockholdersā Equity, is approximately $(0.2) million and $1.0 million. The fair market value of the swaps as of March 31, 2021 is reflected as a liability of $1.4 million on the Condensed Consolidated Balance Sheets. See Note 8 |