XML 37 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Long-Term Debt, Net
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Long-Term Debt, Net

9. LONG-TERM DEBT, NET

We have no finance lease obligations. Debt is summarized in the following table (in thousands):

 

 

 

December 31,

 

 

Interest Rate

Maturity Date

2021

 

2020

 

2011 Senior Notes Series A(1)

4.01%

September 30, 2021

$

 

$

75,000

 

2011 Senior Notes Series B(1)

4.11%

September 30, 2023

 

75,000

 

 

75,000

 

2021 Senior Notes Series A(2)

4.09%

January 12, 2026

 

45,000

 

 

 

2021 Senior Notes Series B(2)

4.38%

January 12, 2028

 

15,000

 

 

 

Credit Facility

 

 

 

55,000

 

 

111,000

 

Total long-term debt

 

 

 

190,000

 

 

261,000

 

Less: Debt issuance costs

 

 

 

(1,364

)

 

(1,567

)

Long-term debt, net

 

 

$

188,636

 

$

259,433

 

(1) Interest is payable semi-annually on March 30 and September 30.

 

(2) Interest is payable semi-annually on June 30 and December 30.

 

On October 16, 2020, we, along with our wholly owned subsidiary Core Laboratories (U.S.) Interests Holdings, Inc. as issuer, entered into two new series of senior notes with aggregate principal amount of $60 million in a private placement transaction (“2021 Senior Notes”). The 2021 Senior Notes were issued and funded on January 12, 2021. Interest on each series

of the 2021 Senior Notes is payable semi-annually and commenced on June 30, 2021. On September 30, 2021, we retired Series A of the 2011 Senior Notes with aggregate principal amount of $75 million upon its maturity date.

On June 22, 2020, we entered into Amendment No. 1 (the “Amendment”) to the Seventh Amended and Restated Credit Agreement, dated June 19, 2018 (as amended, the “Credit Facility”). The Amendment increases the maximum leverage ratio permitted under the Credit Facility for certain periods. Pursuant to the terms of the Amendment, the maximum leverage ratio permitted under the Credit Facility is as follows:

 

Quarter ending

 

Maximum leverage ratio permitted

 

June 30, 2020 up to and including June 30, 2021

 

 

3.00

 

September 30, 2021

 

 

2.75

 

December 31, 2021 and thereafter

 

 

2.50

 

 

Moreover, under the Amendment, the LIBOR plus 1.500% to LIBOR plus 2.875% is applied to outstanding borrowings under the Credit Facility, with a 0.500% floor on LIBOR. Interest payment terms are variable depending upon the specific type of borrowing under the Credit Facility. The Amendment also reduced the aggregate borrowing commitment under the Credit Facility to $225 million and the amount by which we may elect to increase the facility size, known as the “accordion” feature, to $50 million, subject to the satisfaction of certain conditions. Any outstanding balance under the Credit Facility is due on maturity on June 19, 2023. Our available capacity at any point in time is reduced by outstanding borrowings and outstanding letters of credit which totaled $10.4 million at December 31, 2021, resulting in an available borrowing capacity under the Credit Facility of $159.6 million. In addition to indebtedness under the Credit Facility, we had $6.5 million of outstanding letters of credit and performance guarantees and bonds from other sources as of December 31, 2021.

The Credit Facility is unsecured, and contains customary representations, warranties, terms and conditions for similar types of facilities.

The terms of the Credit Facility and Senior Notes require us to meet certain covenants, including, but not limited to, an interest coverage ratio (calculated as consolidated EBITDA divided by interest expense) and a leverage ratio (calculated as consolidated net indebtedness divided by consolidated EBITDA), where consolidated EBITDA (as defined in each agreement) and interest expense are calculated using the most recent four fiscal quarters. The Credit Facility and Senior Notes include a cross-default provision, whereby a default under one agreement may trigger a default in the other agreement. The Credit Facility has more restrictive covenants with a minimum interest coverage ratio of 3.0 to 1.0 and permits a maximum leverage ratio as described above. The Credit Facility allows non-cash charges such as impairment of assets, stock compensation and other non-cash charges to be added back in the calculation of consolidated EBITDA. The terms of our Credit Facility also allow us to negotiate in good faith to amend any ratio or requirement to preserve the original intent of the agreement if any change in accounting principles would affect the computation of any financial ratio or covenant of the Credit Facility. In accordance with the terms of the Credit Facility, our leverage ratio is 2.08, and our interest coverage ratio is 9.06, each for the period ended December 31, 2021. We are in compliance with all covenants contained in our Credit Facility. Certain of our material, wholly-owned subsidiaries, are guarantors or co-borrowers under the Credit Facility and Senior Notes.

See Note 15 - Derivative Instruments and Hedging Activities for additional information regarding interest rate swap agreements we have entered to fix the underlying risk-free rate on our Credit Facility and Senior Notes.

The estimated fair value of total debt at December 31, 2021 and 2020 approximated the book value of total debt. The fair value was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments through the maturity date.