Debt | 9. Debt Credit Agreement On December 1, 2017 we entered into a credit and guaranty agreement for a $ 255.0 million senior secured credit facility, consisting of a $ 225.0 million secured term loan facility (the “Term Loan Facility”) and a $ 30.0 million secured revolving credit facility (“the Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Agreement”). We and each of our existing domestic subsidiaries (subject to certain exceptions and exclusions) guarantee the obligations under the Credit Agreement (the “Guarantors”). The Credit Agreement is secured by a security interest in substantially all existing and after-acquired real and personal property (subject to certain exceptions and exclusions) of us and the Guarantors. On December 1, 2017 we borrowed the entire $ 225.0 million Term Loan Facility. The proceeds of the Term Loan Facility were used along with cash on hand and shares of CryoLife common stock to (i) fund the acquisition of JOTEC and its subsidiaries (the “JOTEC Acquisition”), (ii) pay certain fees and expenses related to the JOTEC Acquisition and the Credit Agreement, and (iii) pay the outstanding balance of our prior credit facility. The Revolving Credit Facility may be used for working capital, capital expenditures, acquisitions permitted under the Credit Agreement, and other general corporate purposes pursuant to the terms of the Credit Agreement. The loan under the Term Loan Facility is repayable on a quarterly basis according to the amortization provisions set forth in the Credit Agreement. We have the right to repay the loan under the Credit Agreement in whole or in part at any time. Amounts repaid in respect of the loan under the Term Loan Facility may not be reborrowed. Amounts repaid in respect of the loan under the Revolving Credit Facility may be reborrowed. All outstanding principal and interest in respect of (i) the Term Loan Facility must be repaid on or before December 1, 2024 and (ii) the Revolving Credit Facility must be repaid on or before December 1, 2022 . In October 2018 we finalized an amendment to the Credit Agreement to reprice interest rates, resulting in a reduction in the interest rate margins over base rates on the Term Loan Facility. The loan under the Term Loan Facility bears interest, at our option, at a floating annual rate equal to either the base rate, plus a margin of 2.25 %, or LIBOR, plus a margin of 3.25 %. Prior to the repricing, the optional floating annual rate was equal to either the base rate plus a margin of 3.00 %, or LIBOR, plus a margin of 4.00 %. The loan under the Revolving Credit Facility bears interest, at our option, at a floating annual rate equal to either the base rate, plus a margin of between 3.00 % and 3.25 %, depending on our consolidated leverage ratio, or LIBOR, plus a margin of between 4.00 % and 4.25 %, depending on our consolidated leverage ratio. While a payment event of default or bankruptcy event of default exists, we are obligated to pay a per annum default rate of interest of 2.00 % in excess of the interest rate otherwise payable with respect to the overdue principal amount of any loans outstanding and overdue interest payments and other overdue fees and amounts. As of March 31, 2020 the aggregate interest rate was 4.70 % per annum. We are obligated to pay an unused commitment fee equal to 0.50 % of the unutilized portion of the revolving loans. In addition, we are also obligated to pay other customary fees for a credit facility of this size and type. The Credit Agreement contains certain customary affirmative and negative covenants, including covenants that limit our ability and the ability of our subsidiaries to, among other things, grant liens, incur debt, dispose of assets, make loans and investments, make acquisitions, make certain restricted payments (including cash dividends), merge or consolidate, change business or accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. The Credit Agreement includes certain customary events of default that include, among other things, non-payment of principal, interest, or fees; inaccuracy of representations and warranties; breach of covenants; cross-default to certain material indebtedness; bankruptcy and insolvency; and change of control. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding principal and accrued but unpaid interest under the Credit Agreement immediately due and payable and may exercise the other rights and remedies provided under the Credit Agreement and related loan documents. In March 2020 as a precautionary measure to increase cash and maintain maximum financial flexibility during the current uncertainty in global markets resulting from the COVID-19 pandemic, we borrowed the entire amount available under our $ 30.0 million Revolving Credit Facility at an aggregate interest rate of 5.20 %. Under the terms of the Credit Agreement at the time of borrowing and as of March 31, 2020, because the principal amount of loans outstanding under the Revolving Credit Facility was in excess of 25 % of the entire amount of the Revolving Credit Facility on the last day of the fiscal quarter ending March 31, 2020, the Credit Agreement required us to comply with a maximum first lien net leverage ratio of 5.25 x bank EBITDA as of the end of such fiscal quarter and any subsequent fiscal quarter if the principal amount of the loans remains in excess of such threshold as of the last day of such fiscal quarter. A breach of the 5.25 x leverage ratio would become an event of default only to the extent that this leverage level occurs when the Revolving Credit Facility balance exceeds 25 %, or $ 7.5 million, at the end of a test period. See “Subsequent Events” included in Part I, Item 1 of this form 10-Q for a discussion of an amendment of the Credit Agreement affecting the Revolving Credit Facility and the maximum first lien net leverage ratio covenant. Government Supported Bank Debt In June 2015 JOTEC obtained two loans from Sparkasse Zollernalb, which are government sponsored by the Kreditanstalt für Wiederaufbau Bank (“KFW”). Both KFW loans have a term of nine years and the interest rates are 2.45 % and 1.40 %. Loan Balances The short-term and long-term balances of our term loan and other borrowings were as follows (in thousands): March 31, December 31, 2020 2019 Term loan balance $ 219,938 $ 220,500 Revolving credit facility 30,000 -- 2.45% Sparkasse Zollernalb (KFW Loan 1) 974 1,061 1.40% Sparkasse Zollernalb (KFW Loan 2) 1,506 1,615 Total loan balance 252,418 223,176 Less unamortized loan origination costs ( 7,036 ) ( 7,441 ) Net borrowings 245,382 215,735 Less short-term loan balance ( 1,155 ) ( 1,164 ) Long-term loan balance $ 244,227 $ 214,571 Interest Expense Interest expense was $ 3.4 million for the three months ended March 31, 2020, as compared to $ 3.9 million for the three months ended March 31, 2019. Interest expense includes interest on debt and uncertain tax positions in both periods. |