XML 28 R15.htm IDEA: XBRL DOCUMENT v3.19.1
Note 8 - Borrowings
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
Note
8.
Borrowings
 
Revolving Credit Agreement.
As of
December 31, 2018
, HCS had
$
1.9
million
outstanding under the White Oak Credit Agreement. This agreement provides HCS with a line of credit of up to
$5,000,000.
The obligations of HCS under the White Oak Credit Agreement are secured by HCS’s inventory and accounts receivable. Availability under the White Oak Credit Agreement is based on a formula tied to HCS’s eligible accounts receivable. Borrowings, and borrowings under the White Oak Credit Agreement bear interest at the prime rate plus
1.25%.
The White Oak Credit Agreement also provides for customary origination and collateral monitoring fees payable to White Oak.
 
The White Oak Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including but
not
limited to financial covenants. The White Oak Credit Agreement also contains customary events of default, including but
not
limited to payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, White Oak
may,
among other remedies, accelerate payment of all obligations under the White Oak Credit Agreement. In connection with the White Oak Credit Agreement, the Company executed a guaranty in favor of White Oak guaranteeing all of HCS’s obligations under the White Oak Credit Agreement.
 
The initial term of the White Oak Credit Agreement expired on
November 17, 2018,
but was renewed automatically for a consecutive
one
-year term per the provisions of the agreement. HCS terminated the White Oak Credit Agreement in
February 2019
and the Company fully repaid the outstanding obligations at that time.
 
Note Refinancing and
2017
Notes.
Prior to the
third
quarter of
2017,
the Company had outstanding
three
series of unsecured
2011
Notes pursuant to
three
separate “Indentures” with an aggregate principal balance of
$85.9
million. On
July 27, 2017,
the Company entered into a Senior Secured Note Purchase Agreement, dated as of the same date (the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”), the Noteholders and Wilmington Savings Fund Society, FSB, as collateral agent for the benefit of the Noteholders, to refinance
$85.9
million of principal indebtedness of the Company under the
2011
Notes. Pursuant to the Note Purchase Agreement, the Noteholders exchanged their
2011
Notes for new notes from the Company in the same aggregate principal amount (collectively, the
“2017
Notes”) on the terms and conditions set forth therein.
 
Pursuant to the Note Purchase Agreement, in connection with the Note Refinancing, the Company paid all overdue and unpaid accrued interest on the
2011
Notes in the agreed, reduced aggregate amount of
$5.8
million, and paid
$0.5
million in fees and expenses incurred by the Noteholders in
2017.
 
The unpaid principal amounts of the
2017
Notes bear interest at a variable rate equal to LIBOR plus
3.5%
per annum, payable quarterly in arrears until maturity on
March 30, 2033.
The
2017
Notes generally rank senior in right of payment to any existing or future subordinated indebtedness of the Credit Parties. The Company
may
at any time upon
30
days’ notice to the Noteholders redeem all or part of the
2017
Notes at a redemption price equal to
101%
of the principal amount redeemed plus any accrued and unpaid interest thereon.
 
The Note Purchase Agreement contains customary affirmative and negative covenants, including but
not
limited to certain financial covenants. The Note Purchase Agreement also contains customary events of default, including but
not
limited to payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the Noteholders
may,
among other remedies, accelerate the payment of all obligations under the Note Purchase Agreement and the
2017
Notes. The Credit Parties entered into a Pledge and Security Agreement, dated as of the same date, pursuant to which each of the Credit Parties granted a
first
priority lien generally covering all of its assets, other than accounts receivable and inventory, for the benefit of the Noteholders, to secure the obligations under the Note Purchase Agreement and the
2017
Notes.