Debt | 12. Debt The five-year payment schedule of the Company’s debt as of December 31, 2018 is as follows (in thousands): Original Deferred Issue Payment Due by Period Financing Discount Carrying 2019 2020 2021 2022 2023 Thereafter Total Costs, Net (Premium), Net Value Revolving facilities $ 315 $ — $ — $ — $ — $ — $ 315 $ — $ — $ 315 1L Term Loan 11,287 32,250 32,250 32,250 536,963 — 645,000 (29,438) 11,437 626,999 2L Term Loan — — — — — 671,513 671,513 (20,663) (71,265) 579,585 Convertible notes — — 17,979 — — 25,000 42,979 (1,355) (5,389) 36,235 Total $ 11,602 $ 32,250 $ 50,229 $ 32,250 $ 536,963 $ 696,513 $ 1,359,807 $ (51,456) $ (65,217) $ 1,243,134 New Term Loans On October 29, 2018 (the “ Closing Date ”), the Company and certain of its subsidiaries entered into a (i) first lien credit agreement with Ares Capital Corporation (“ Ares ”), as administrative agent, ACF FinCo I LP, as collateral agent, and certain other lenders party thereto (the “ First Lien Credit Agreement ”) and (ii) second lien credit agreement with U.S. Bank National Association, as administrative agent and collateral agent, and certain lenders party thereto (the “ Second Lien Credit Agreement ”, and together with the First Lien Credit Agreement, the “ Credit Agreements ”). The First Lien Credit Agreement provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150 million, which matures on April 29, 2023 (the “ New Revolving Facility ”) and a senior secured term loan credit facility in an aggregate principal amount of $645 million, which matures on October 29, 2023 (the “ First Lien Term Loan Facility ”, and together with the New Revolving Facility, are collectively referred to herein as “ First Lien Facilities ”). The Second Lien Credit Agreement provides for a second lien term loan facility in an aggregate principal amount of $668 million, which matures on October 29, 2024 (the “ Second Lien Term Loan Facility ”, and together with the First Lien Term Loan Facility are collectively referred to herein as the “ Term Loan Facilities ”). The obligations under the Credit Agreements are guaranteed by certain domestic subsidiaries of the Company and are secured by substantially all assets of the Company and its domestic subsidiaries. The First Lien Term Loan Facility will be subject to quarterly payments of principal as follows: (i) 0.25% of the initial principal amount for each of the fiscal quarters ending March 31, 2019 and June 30, 2019; (ii) 0.625% of the initial principal amount for each of the fiscal quarters ending September 30, 2019 and December 31, 2019; and (iii) 1.25% of the initial principal amount or each fiscal quarter thereafter, with the balance payable at maturity. There are no scheduled periodic payments under the Second Lien Term Loan Facility or the New Revolving Facility. The Term Facilities include mandatory prepayments customary for credit facilities of their nature. Subject to certain exceptions, prepayments of loans under the First Lien Term Loan Facility is subject to a prepayment premium of (i) 3.00% during the first year after the Closing Date, (ii) 2.00% during the second year after the Closing Date and (iii) 1.00% during the third year after the Closing Date, plus, if applicable, customary “breakage” costs with respect to LIBOR rate loans. Subject to certain exceptions, prepayments of loans under the Second Lien Term Loan Facility are subject to a prepayment premium of (i) with respect to the first $175 million of aggregate prepayments (the “ Initial Prepayment Amount ”), (a) 3.00% during the first year after the Closing Date, (b) 2.00% during the second year after the Closing Date and (c) 1.00% during the third year after the Closing Date and (ii) with respect to any amount in excess of the Initial Prepayment Amount, (a) subject to certain exceptions, a customary make-whole amount during the first or second year after the Closing Date, (b) 4.00% during the third year after the Closing Date, (c) 2.00% during the fourth year after the Closing Date and (d) 1.00% during the fifth year after the Closing Date. The annual interest rates for the Term Loan Facilities are as follows: · For the First Lien Term Facility: ABR (with a 2.50% floor) plus 5.00% for base rate loans or adjusted LIBOR (with a 1.50% floor) plus 6.00% for LIBOR Rate Loans, with two 0.25% step downs upon achieving and maintaining a first lien leverage ratio equal to or less than 2.75 to 1.00 and 2.25 to 1.00, respectively. · For the Second Lien Facility: ABR (with a 2.50% floor) plus 6.00% for base rate loans or adjusted LIBOR (with a floor of 1.50%) plus 7.00%, plus 2.75% payment-in-kind interest (“PIK”) from the Closing Date until December 31, 2019, and ABR (with a 2.50% floor) plus 7.00% for base rate loans or adjusted LIBOR (with a 1.50% floor) plus 8.00%, plus 1.25% PIK thereafter (subject to certain adjustments and compliance with certain leverage ratios). The Credit Agreements contain customary representations and warranties, events of default and covenants, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, dispose of assets, make prepayments of certain indebtedness, pay certain dividends and other restricted payments, make investments, and engage in transactions with affiliates. The Term Loan Facilities require the Company to comply with financial maintenance covenants to be tested quarterly (beginning with the fiscal quarter ending March 31, 2019), consisting of a maximum net first lien leverage ratio, a maximum net total leverage ratio and a minimum fixed charge coverage ratio. As of December 31, 2018, the Company was in compliance with these covenants. The Company incurred debt issuance costs totaling $51.5 million related to the Term Loan Facilities. In accordance with ASU No. 2015-15, the debt issuance costs have been deferred and are presented as a contra-liability, offsetting the outstanding balance of the Term Loan, and are amortized using the effective interest method over the remaining life of the Term Loan Facilities. The Company used the proceeds from the Credit Agreements to consummate the GBG Acquisition and pay out existing debt. On April 17, 2019, the Company amended its Credit Facilities to, among other things, increase the amount of indebtedness under the First Lien Credit Agreement and amend the Company's consolidated fixed charge ratio covenant; see "Notes to Consolidated Financial Statements-Note 21-Subsequent Events" for additional information. New Revolving Facility In addition to the First Lien Term Loan, the First Lien Credit Agreement provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150 million, which matures on April 29, 2023 (the “ New Revolving Facility ”). The amount available to be drawn under the New Revolving Facility is based on the borrowing base values attributed to eligible inventory. There are no scheduled periodic payments under the New Revolving Facility. The obligations under the Credit Agreements, including the New Revolving Facility, are guaranteed by certain domestic subsidiaries of the Company (the “ Guarantors ”) and are secured by substantially all assets of the Company and its domestic subsidiaries. The availability under the Revolving Facility as of December 31, 2018 was $150.0 million. There were no borrowings under the Revolving Facility as of December 31, 2018. See “Note 12—Debt.” The annual interest rates for the Revolving Credit Facility is the lender’s alternate base rate (“ ABR ”) (with a 1.00% floor) plus 4.50% for base rate loans and adjusted LIBOR (with a 0.00% floor) plus 5.50% for LIBOR rate loans. The New Revolving Facility includes mandatory prepayments customary for credit facilities of this nature. Subject to certain exceptions, permanent reductions of the commitments under the New Revolving Facility are subject to a prepayment premium of (i) 3.00% during the first year after the GBG Closing Date, (ii) 2.00% during the second year after the GBG Closing Date and (iii) 1.00% during the third year after the GBG Closing Date, plus, if applicable, customary “breakage” costs with respect to LIBOR rate loans. The New Revolving Facility, contains customary representations and warranties, events of default and covenants, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, dispose of assets, make prepayments of certain indebtedness, pay certain dividends and other restricted payments, make investments, and engage in transactions with affiliates. The Credit Agreements, inclusive of the provisions of the New Revolving Facility, require the Company to comply with financial maintenance covenants to be tested quarterly (beginning with the fiscal quarter ending March 31, 2019), consisting of a maximum net first lien leverage ratio, a maximum net total leverage ratio and a minimum fixed charge coverage ratio. As of December 31, 2018 the Company was in compliance with these covenants. The Company incurred debt issuance costs totaling $6.8 million related to the New Revolving Facility. The debt issuance costs have been deferred and are presented in Other Assets and are amortized using the effective interest method over the life of the New Revolving Facility. On April 17, 2019, the Company amended its New Revolving Facility to, among other things, increase the aggregate commitments; see “Notes to Consolidated Financial Statements—Note 21—Subsequent Events” for additional information. Prior Term Loan On January 28, 2016, we and certain of our subsidiaries entered into a Term Credit Agreement and accompanying security agreement with TCW Asset Management Company, as agent, and the lenders thereto (“ Prior Term Facility ”). The Prior Term Facility provided for a senior secured term loan with commitments in an aggregate principal amount of $50.0 million. The Prior Term Loan along with the Prior Revolving Facility (collectively, “Prior Credit Agreements” ) were guaranteed by all of our domestic subsidiaries and were secured by substantially all of our assets. Borrowings under the Prior Term Facility were subject to interest at a rate equal to either, at the Company’s option, an adjusted base rate or LIBOR, in each case plus an applicable margin and subject to a 0.50% floor for borrowings. The applicable margins for borrowing (which varied based the Company’s senior leverage ratio) ranged from 6.00% to 9.75% for base rate loans and 7.00% to 10.75% for LIBOR loans. On October 29, 2018, in connection with the GBG Acquisition and entry into the Credit Agreements, the outstanding principal balance of $46.4 million was repaid. In addition, the Company also incurred and paid $2.6 million of related fees relating to the retirement of the Prior Term Facility. Prior Revolving Credit Facility On January 28, 2016, we and certain of our subsidiaries entered into a secured asset-based revolving credit facility and accompanying security agreement with TCW Asset Management Company, as agent, and the lenders thereto ( “Prior Revolving Facility” ). The amount available to be drawn under the Prior Revolving Facility was based on borrowing base values attributed to eligible accounts receivable and eligible inventory. The Prior Credit Agreement was guaranteed by all of our domestic subsidiaries and was secured by substantially all of our assets. Borrowings under the Prior Revolving Facility were subject to interest at a rate equal to either, at the Company’s option, an adjusted base rate or LIBOR in each case plus an applicable margin. The applicable margin for borrowings under the Prior Revolving Facility was 0.50% for base rate loans and 1.75% for LIBOR loans. An unused commitment fee equal to 0.25% per annum of the average daily amount by which the total commitments under the Prior Revolving Facility exceeded the outstanding usage under the Prior Revolving Facility was payable monthly in arrears. On October 29, 2018, in connection with the GBG Acquisition and entry into the Credit Agreements, the outstanding balance of $23.1 million under the Prior Revolving Facility was repaid. In addition, the Company also incurred and paid approximately $80 thousand of related fees relating to the retirement of the Prior Revolving Facility. The Receivables Facility On October 29, 2018, the Company entered into the PNC Receivables Facility. Other subsidiaries of the Company may later enter into the PNC Receivables Facility. At the end of the initial three year term, the Purchasers may elect to renew their commitments under the RPA. Under the terms of the PSA, the Originators sell or contribute certain of their trade accounts receivable, related collections and security interests to Spring on a revolving basis. Under the terms of the RPA, Spring sells to the Purchasers an undivided ownership interest in the Receivables for up to $450 million in cash proceeds. The proceeds from the Purchasers’ investment are used to finance Spring’s purchase of the Receivables from the Originators. Spring may also use the proceeds from a subordinated loan made by the Originators to Spring to finance purchases of the Receivables from the Originators. Rather than remitting to the Purchasers the amount received upon payment of the Receivables, Spring reinvests such Receivables payments to purchase additional Receivables from the Originators through the term of the agreement, subject to the Originators generating sufficient eligible Receivables to sell to Spring in replacement of collected balances. Advances under the RPA will accrue interest based on a variable rate plus a margin. In connection with the PNC Receivables Facility, the Company incurred $2.4 million in deferred financing fees, including $1.6 million related to securitization closing fees, $470 thousand in legal Fees, and $350 thousand in other fees. These deferred financing fees are included in Other Assets on the Consolidated Balance Sheet as of December 31, 2018. On April 17, 2019, the Company amended its PNC Receivables Facility to, among other things, increase the aggregate commitments under the New Revolving Facility under the First Lien Credit Agreement; see "Notes to Consolidated Financial Statements-Note 21-Subsequent Events" to our consolidated financial statements in "Part II, Item 8" of this Annual Report for additional information. Convertible Notes 2024 Convertible Notes On October 29, 2018, the Company issued convertible promissory notes (the “2024 Convertible Notes” ) in an aggregate principal amount of $25.0 million to funds managed by GSO Capital Partners LP (“ GSO ”)and funds managed by Blackstone Tactical Opportunities Advisors L.L.C. (collectively, the “GSO/BTO Affiliates” ). The 2024 Convertible Notes are convertible at the holder’s option beginning on or after October 29, 2019 until the earlier of (i) repayment in full of all principal and interest outstanding under the Second Lien Credit Agreement and (ii) October 29, 2024 (such earlier date, the “2024 Convertible Note Maturity Date” ), into shares of the Company’s common stock at a conversion price of $8.00 per share, subject to customary adjustments as described in agreement. The 2024 Convertible Notes shall not initially bear interest. From and after April 29, 2019, the 2024 Convertible Notes shall bear interest at the rate of 12.0% per annum multiplied by the principal amount as of the previous interest payment date. From and after October 29, 2019, the 2024 Convertible Notes shall bear interest at the rate of 16.0% per annum multiplied by the principal amount as of the previous interest payment date. Interest payments are due each January 31, April 30, July 31, and October 31. To the extent that the Company is unable to pay cash interest on the 2024 Convertible Notes on each interest payment date because of restrictions in the Credit Agreements or other debt agreements of the Company, an amount equal to the unpaid interest then due shall be added to the principal amount of this Note (such additional amount, the “PIK Principal” ), without any action by the Company or a holder of a 2024 Convertible Note. The Company may, at any time and at its sole option, elect to prepay the entirety of aggregate then-outstanding PIK Principal, plus any accrued and unpaid interest on such PIK Principal, at any time (an “Optional PIK Prepayment” ). Optional PIK Prepayments may be paid in cash. From and after the GBG Closing Date until October 29, 2019, upon consummation of any sales of common stock by the Company for cash, the Company may, on at least ten (10) days’ prior written notice to the holder of a 2024 Convertible Note, prepay such 2024 Convertible Note in whole but not in part solely with the net proceeds of such sale of common stock in an amount equal to the greater of (i) the principal amount, together with accrued interest through and including the date of prepayment, or (ii) the value equal to (a) the number of shares of common stock that would be received upon conversion of the 2024 Convertible Note on the repayment date multiplied by the market value of the common stock as of such date, plus (b) any accrued but unpaid interest that has not been added to the principal amount of the 2024 Convertible Note on the date of such prepayment (such greater amount, the “Prepayment Amount” ). Also, the 2024 Convertible Notes shall be prepayable in whole but not in part at the Prepayment Amount: (i) from October 29, 2019 through October 29, 2021 only upon a change in control or a liquidation of the Company, or (ii) from October 29, 2021 until the Note Maturity Date, in each case on at least ten (10) day’s prior written notice to the holder. Also, on the GBG Closing Date, the Company and the Guarantors entered into a Subordinated Convertible Promissory Notes Guaranty Agreement pursuant to which those subsidiaries agreed to guarantee the obligations due under the 2024 Convertible Notes. The following table is a summary of the recorded value of the 2024 Convertible Notes as of December 31, 2018 (in thousands). December 31, 2018 2024 Convertible Notes - face value $ 25,000 Less: Original issue discount (4,522) Short-term convertible note recorded value on issue date 20,478 PIK interest issued — Accumulated accretion of original issue debt discount 534 2024 Convertible Notes value $ 21,012 RG Hudson Convertible Notes Modified Convertible Notes On January 18, 2016, in partial satisfaction of certain outstanding convertible notes, the Company issued an aggregate principal amount of approximately $16.5 million of modified convertible notes (the “ Modified Convertible Notes ”). The Modified Convertible Notes are structurally and contractually subordinated to our senior debt and will mature on July 28, 2021. The Modified Convertible Notes accrue interest quarterly on the outstanding principal amount at a rate of 6.5% per annum (which increased to 7% as of October 1, 2016, with respect to the Modified Convertible Notes issued to Fireman Capital CPF Hudson Co-Invest LP (“ Fireman ”) only), which is payable 50% in cash and 50% in additional paid-in-kind notes. However, the Company may elect to pay 100% of such interest in cash at its sole discretion. The Modified Convertible Notes are convertible at the option of the holders into either shares of the Company’s common stock, cash, or a combination thereof, at the Company’s election. If the Company elects to issue only shares of common stock upon conversion of the Modified Convertible Notes, each of the Modified Convertible Notes would be convertible, in whole but not in part into a number of shares of the Company’s common stock equal to the “conversion amount” divided by the “market price”. The “conversion amount” is (a) the product of (i) the “market price”, multiplied by (ii) the quotient of (A) the principal amount, divided by (B) the conversion price, minus (b) the aggregate optional prepayment amounts paid to the holder. The “market price” is the average of the closing prices for our common stock over the 20-trading-day period immediately preceding the notice of conversion. If the Company elects to pay cash with respect to a conversion of the Modified Convertible Notes, the amount of cash to be paid per share will be equal to the conversion amount. The Company will have the right to prepay all or any portion of the principal amount of the Modified Convertible Notes at any time so long as the Company makes a pro rata prepayment on all of the Modified Convertible Notes. The following table is a summary of the recorded value of the Modified Convertible Notes as of December 31, 2018 and December 31, 2017 (in thousands). The value of the Modified Convertible Notes reflects the present value of the contractual cash flows from the Modified Convertible Notes and resulted in an original issue discount of $4.7 million that was recorded on January 28, 2016, the issuance date. December 31, 2018 December 31, 2017 Modified convertible notes - face value $ 16,473 $ 16,473 Less: original issue discount (4,673) (4,673) Modified convertible notes recorded value on issue date 11,800 11,800 PIK interest issued 1,505 925 Accumulated accretion of original issue debt discount 1,918 1,141 Modified convertible notes value $ 15,223 $ 13,866 Short-Term Convertible Note In connection with the acquisition of SWIMS® on July 18, 2016, the Company entered into certain financing arrangements with Tengram Partners Fund II, L.P. (“ Tengram II ”), including a convertible note issued to Tengram II on July 18, 2016 (the “ SWIMS Convertible Note ”). The SWIMS Convertible Note accrued interest at a rate of 3.75% per annum, compounding on the first day of each month starting August 1, 2016, and was convertible, at Tengram II’s option or on the revised maturity date of January 18, 2018, which had an original maturity date of January 18, 2017, if not already repaid in cash on or prior to that date, into newly issued shares of our Series A-1 Preferred Stock at a conversion price of $3.00 per share. On January 18, 2018, the SWIMS Convertible Note matured and automatically converted into newly issued shares of the Company’s Series A-1 Preferred Stock, at a conversion price of $3.00 per share. The outstanding balance of the Convertible Note, together with any accrued and unpaid interest thereon, converted into 4,587,964 shares of Series A-1 Preferred Stock. Upon the issuance of such shares of Series A-1 Preferred Stock by the Company to Tengram II, the SWIMS Convertible Note was settled in its entirety. The Series A-1 Preferred Stock was convertible into shares of the Company’s common stock, par value $0.10 per share, at an initial price of $3.00 per share (subject to adjustment), was entitled to dividends at a rate of 10% per annum payable quarterly in arrears, was senior to the common stock upon liquidation and had voting rights on an as-converted basis alongside its common stock. On October 29, 2018, the 4,587,964 shares of the Company’s Series A-1 Preferred Stock converted into 4,951,177 newly issued shares of common stock in accordance with the terms of the Series A-1 Preferred Stock. For additional information, see “Note 14 – Equity.” SWIMS Overdraft Agreement In connection with the acquisition of SWIMS, SWIMS has maintained a preexisting Overdraft Facility Agreement between SWIMS and DNB, dated January 27, 2016 (the “ Overdraft Agreement ”). The Overdraft Agreement is an overdraft facility that provides SWIMS with access to up to NOK 6.0 million (approximately $0.7 million as of December 31, 2018) in total, divided between (a) an ordinary credit of NOK 3.5 million at an interest rate of 7.4% plus an additional quarterly fee of 0.4% on the outstanding principal in frame commissions and (b) an additional credit of NOK 2.5 million at an interest rate of 4.9% plus an additional quarterly fee of 0.5% on the outstanding principal in frame commissions. The Overdraft Agreement is secured with (a) first-priority liens on SWIMS’ (i) machinery and plant (up to NOK 10.0 million) and (ii) inventory (up to NOK 10.0 million) and (b) additional liens on SWIMS’ factoring in the amount of NOK 1.0 million (first lien), NOK 4.0 million (second lien), NOK 7.0 million (third lien) and NOK 2.5 million (fourth lien). For more information on the SWIMS Factoring Agreement, see “Note 4 – Factored Accounts and Receivables.” The Overdraft Agreement may be terminated by SWIMS upon fourteen days’ prior written notice for any reason and by DNB upon fourteen days’ prior written notice for just cause. DNB may also terminate the Overdraft Agreement without any prior written notice in the event of a material breach by SWIMS. As of December 31, 2018, there was $0.4 million outstanding on the facility governed by the Overdraft Agreement. Total Interest Expense The following table is a summary of total interest expense recognized (in thousands): Year ended December 31, 2018 2017 Contractual coupon interest $ 29,176 $ 7,716 Non-cash interest expense (including amortization of discounts and deferred financing costs) 9,151 1,128 Total interest expense $ 38,327 $ 8,844 |