Subsequent Events (Notes)

3 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 13 – SUBSEQUENT EVENTS

Resolution of Mexico Investigation

As further described in Note 12, on August 6, 2020, the Company announced that it reached agreements with the SEC and DOJ to resolve allegations primarily involving the Company’s former subsidiary in Mexico.

The agreements concluded investigations into alleged violations of the FCPA involving the Company’s former WAC de Mexico subsidiary through June 2017. The Company has made improvements in operations and management since the allegations were made, including naming R. Chad Prashad as President and Chief Executive Officer; naming Luke J. Umstetter as General Counsel, Chief Compliance Officer and Secretary; and selling its Mexican subsidiary in July 2018. The Company has no remaining foreign subsidiaries, and it conducts no business outside of the United States.

Under the terms of the settlement with the SEC, the Company has agreed to disgorge approximately $17.8 million earned by the Viva division of its former Mexican subsidiary and pay an additional $3.9 million in prejudgment interest and civil penalties. This amount is consistent with the accrual previously disclosed and recorded by the Company. The SEC resolution acknowledges the Company’s remedial acts and cooperation. In connection with this settlement, the Company has neither admitted nor denied the underlying allegations.

Third Amendment to Amended and Restated Revolving Credit Facility

On July 24, 2020, the Company entered into the Third Amendment to Amended and Restated Revolving Credit Agreement (the “Third Amendment”), among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent.

The Third Amendment amends its Amended and Restated Revolving Credit Agreement to, among other things:

i.Reduce the Advance Rate associated with the Collateral Performance Indicator;

ii.Increase the Applicable Margin associated with the EBITDA Ratio by 50 bps;

iii.Change the Financial Covenant associated with required “Minimum Net Worth” from $365,000,000 to $325,000,000, and

iv.Allow the Company to make additional purchases of any class or series of capital stock or other equity in the amount of up to $50 million through March 31, 2021 plus 50% of cumulative Consolidated Net Income, subject to certain restrictions.

The foregoing description of the Third Amendment to the Amended and Restated Revolving Credit Agreement is only a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Revolving Credit Agreement, which is incorporated by reference as Exhibit 10.02 to this Quarterly Report on Form 10-Q.

Management is not aware of any other significant events occurring subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.