XML 81 R71.htm IDEA: XBRL DOCUMENT v3.5.0.2
Subsequent Event (Credit Agreement) (Detail)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Nov. 07, 2016
USD ($)
Jun. 29, 2016
USD ($)
Dec. 31, 2016
USD ($)
Sep. 30, 2016
USD ($)
$ / shares
Sep. 30, 2015
$ / shares
Sep. 30, 2016
USD ($)
$ / shares
Sep. 30, 2015
$ / shares
Mar. 13, 2015
USD ($)
Line of Credit Facility [Line Items]                
Dividends           $ 1,244    
Dividends paid per common share | $ / shares       $ 0.04 $ 0.04 $ 0.12 $ 0.12  
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member]                
Line of Credit Facility [Line Items]                
Line of Credit Facility, Maximum Borrowing Capacity   $ 275,000           $ 335,000
Debt Instrument, Restrictive Covenants           The First Amendment provides that liens on the collateral will be released upon satisfaction of certain conditions, including the submission by the loan parties of a compliance certificate for two consecutive fiscal quarters, calculated for the four consecutive fiscal quarters then ending, each evidencing a Leverage Ratio (defined as the Company's indebtedness less cash on hand in excess of $15,000, divided by the Company's consolidated EBITDA) of less than or equal to 2.75 to 1.00; provided that the last day of such two consecutive fiscal quarters cannot be earlier than June 30, 2018.Certain financial covenants in the Amended and Restated Credit Agreement were also amended. The First Amendment revises the maximum Leverage Ratio, which must not exceed the amounts set forth below for applicable fiscal quarters: June 30, 2016 and September 30, 2016, 4.75 to 1.00; December 31, 2016, 4.50 to 1.00; March 31, 2017, 4.25 to 1.00; June 30, 2017, 4.00 to 1.00; September 30, 2017, 3.75 to 1.00; December 31, 2017, 3.50 to 1.00; and March 31, 2018 and all fiscal quarters ending thereafter, 3.25 to 1.00. At September 30, 2016, the Company was in compliance with the covenants in the Amended and Restated Credit Agreement as revised by the First Amendment.Loans and advances to non-loan parties and loans, advances, and investments by domestic loan parties to subsidiaries that are not loan parties and to foreign loan parties is not permitted to exceed $10,000 in the aggregate at any one time, provided that, on March 31, 2018, when the Maximum Leverage Ratio requirement is 3.25 to 1.00, this limit will increase to $75,000.    
Leverage ratio   4.75            
Leverage ratio in seventh quarter   3.50            
Leverage ratio in effect for the eighth quarter and remainder of a credit agreement   3.25       3.25    
Loans and advances limit   $ 10,000            
Loans and advances limit thereafter   75,000            
Line of Credit Facility, Dividend Restrictions           The First Amendment permits the Company to pay dividends, distributions, and make redemptions with respect to its stock provided no event of default or potential default (as defined in the Amended and Restated Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Dividends, distributions, and redemptions are capped at $4,000 per year when funds are drawn on the facility until March 31, 2018, when the maximum Leverage Ratio requirement is 3.25 to 1.00, at which time this limit will increase to $25,000. Dividends of $1,244 or $0.12 per share were distributed for the nine-month period ended September 30, 2016.If no drawings on the facility exist, dividends, distributions, and redemptions in excess of $4,000 (or $25,000, as appropriate) per year are subjected to a limitation of $75,000 in the aggregate. The $75,000 aggregate limitation also permits certain loans, investments, and acquisitions. The First Amendment provides that each of the loan parties and their subsidiaries shall not enter into any merger, consolidation, or other reorganization, or acquire all or substantially all of the assets, division, business, stock, or other ownership interests or permit any consolidation or merger with an aggregate consideration in excess of $12,000 until after March 31, 2018.    
Maximum dividends, distributions, or redemptions allowed   4,000            
Maximum dividends, distributions, or redemptions allowed thereafter   25,000            
Maximum dividends, distributions, or redemptions allowed, no draws   75,000            
Maximum acquisition   12,000            
Maximum asset sales allowed   25,000            
Carryover of asset sales allowed   $ 15,000            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Federal Funds Rate [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate   0.50%            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Euro-rate [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate   1.00%            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Euro-rate [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate   1.25%            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Euro-rate [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate   3.25%            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Base Rate [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate   0.025%            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Base Rate [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate   2.25%            
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Revolving Credit Facility [Member]                
Line of Credit Facility [Line Items]                
Line of Credit Facility, Interest Rate Description           Borrowings under the First Amendment bear interest at rates based upon either the base rate or Euro-rate plus applicable margins. Applicable margins are dictated by the ratio of the Company's indebtedness less consolidated cash on hand to the Company's consolidated EBITDA, as defined in the underlying Amended and Restated Credit Agreement. The base rate is the highest of (a) PNC Bank's prime rate, (b) the Federal Funds Rate plus 0.50% or (c) the daily Euro-rate (as defined in the Amended and Restated Credit Agreement) plus 1.00%. The base rate and Euro-rate spreads range from 0.025% to 2.25% and 1.25% to 3.25%, respectively.    
Line of Credit Facility, Current Borrowing Capacity       $ 141,728   $ 141,728    
Line of Credit Facility, Expiration Date   Mar. 13, 2020            
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member]                
Line of Credit Facility [Line Items]                
Line of Credit Facility, Maximum Borrowing Capacity $ 195,000              
Line of Credit Facility, Interest Rate Description The Second Amendment provides for the elimination of the three lowest tiers of the pricing grid that had previously been defined in the First Amendment. Upon execution of the Second Amendment through the quarter ended March 31, 2018, the Company will be locked into the highest tier of the pricing grid which provides for pricing of the prime rate plus 225 basis points on base rate loans and the applicable LIBOR rate plus 325 basis points on euro rate loans. For each quarter after March 31, 2018 and through the maturity date of the credit facility, the Company's position on the pricing grid will be governed by a Minimum Net Leverage ratio which is the ratio of Consolidated Indebtedness less cash on hand in excess of $15,000 to EBITDA. If, after March 31, 2018 the Minimum Net Leverage ratio positions the Company on the lowest tier of the pricing grid, pricing will be the prime rate plus 150 basis points on base rate loans or the applicable LIBOR rate plus 250 basis points on euro rate loans.              
Debt Instrument, Restrictive Covenants The Second Amendment further provides for modifications to the financial covenants as defined in the Amended and Restated Credit Agreement. The Second Amendment calls for the elimination of the Maximum Leverage Ratio covenant through the quarter ended June 30, 2018. After that period, the Maximum Gross Leverage Ratio covenant will be reinstated to require a maximum ratio of 4.25 Consolidated Indebtedness to 1.00 Gross Leverage for the quarter ended September 30, 2018, and 3.75 to 1.00 for all periods thereafter until the maturity date of the credit facility. The Second Amendment also includes a Minimum Last Twelve Months EBITDA covenant ("Minimum EBITDA"). For the quarter ending December 31, 2016 through the quarter ending June 30, 2017, the Minimum EBITDA must be at least $18,500. For each quarter thereafter, through the quarter ended June 30, 2018, the Minimum EBITDA requirement will increase by various increments. At June 30, 2018, the Minimum EBITDA requirement will be $31,000. After the quarter ended June 30, 2018, the Minimum EBITDA covenant will be eliminated through the maturity of the credit agreement. The Second Amendment also includes a Minimum Fixed Charge Coverage Ratio covenant. The covenant represents the ratio of the Company's fixed charges to the last twelve months of EBITDA, and is required to be a minimum of 1.00 to 1.00 through the quarter ended December 31, 2017 and 1.25 to 1.00 for each quarter thereafter through the maturity of the credit facility. The final financial covenant included in the Second Amendment is a Minimum Liquidity covenant which calls for a minimum of $25,000 in undrawn availability on the revolving credit loan at all times through the quarter ended June 30, 2018.The Second Amendment includes several changes to certain non-financial covenants as defined in the Credit Agreement. Through the maturity date of the loan, the Company is now prohibited from making any future acquisitions. The limitation on permitted annual distributions of dividends or redemptions of the Company's stock has been decreased from $4,000 to $1,700. The aggregate limitation on loans to and investments in non-loan parties was decreased from $10,000 to $5,000. Furthermore, the limitation on asset sales has been decreased from $25,000 annually with a carryover of up to $15,000 from the prior year to $25,000 in the aggregate through the maturity date of the credit facility.              
Leverage ratio in seventh quarter 4.25              
Leverage ratio in effect for the eighth quarter and remainder of a credit agreement 3.75              
Loans and advances limit $ 5,000              
Line of Credit Facility, Dividend Restrictions The limitation on permitted annual distributions of dividends or redemptions of the Company's stock has been decreased from $4,000 to $1,700.              
Maximum asset sales allowed $ 25,000              
Carryover of asset sales allowed 0              
Charge for unamortized deferred financing fees     $ 500          
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
EBITDA required 18,500              
EBITDA required for seventh quarter $ 31,000              
Fixed charge coverage ratio 1.00              
Fixed charge coverage ratio after fifth quarter 1.25              
Liquidity covenant $ 25,000              
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Maximum dividends, distributions, or redemptions allowed $ 1,700              
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Euro-rate [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate 2.50%              
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Euro-rate [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate 3.25%              
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Base Rate [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate 1.50%              
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Base Rate [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Debt Instrument, Basis Spread on Variable Rate 2.25%              
Subsequent Event [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Term loan [Member]                
Line of Credit Facility [Line Items]                
Line of Credit Facility, Provision for Increase in Capacity $ 30,000              
Line of Credit Facility, Expiration Date Jan. 01, 2020