XML 24 R12.htm IDEA: XBRL DOCUMENT v3.21.1
Note F - Long-term Debt
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Long-term Debt [Text Block]
Note F — Long-Term Debt
 
As of
March 
31,
2021
 and
December 31, 2020,
long-term debt was as follows: 
 
In thousands
 
March 31, 2021
   
December 31, 2020
 
Revolving credit facility
  $
17,100
    $
17,100
 
Paycheck Protection Program Term Note
   
10,000
     
10,000
 
Total debt
   
27,100
     
27,100
 
Less: current portion of long-term debt
   
(8,730
)    
(4,926
)
Long-term debt
  $
18,370
    $
22,174
 
 
Credit Facility
 
As of
March 31, 2021
and
December 31, 2020
, we had
$17.1
 million of borrowings outstanding under the Texas Capital Credit Facility (as defined below).  As of 
March 31, 2021
, we had the ability to borrow an additional
$0.1
 million under the Texas Capital Facility
 
As of
March 31, 2021
and
December 31, 2020
, we had letters of credit outstanding in the amount of
$1.8
million. 
No
amounts were drawn against these letters of credit at
March 31, 2021. 
These letters of credit exist to support insurance programs relating to worker' compensation, automobile, and general liability.
 
On
April 17, 2017,
we entered into a secured credit facility with Texas Capital Bank, N.A (“Texas Capital Bank”), that provided a
$20.0
million revolving credit facility (the “Texas Capital Credit Facility”) and for letters of credit issued by Texas Capital Bank up to
$5.0
million. The Texas Capital Credit Facility is secured by substantially all of the Company's and its material domestic subsidiaries' assets. The Texas Capital Credit Facility is guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for Harte Hanks by certain members of the Shelton family (descendants of
one
of our founders).
 
Under the Texas Capital Credit Facility, we can elect to accrue interest on outstanding principal balances at either LIBOR plus
1.95%
or prime plus
0.75%.
Unused commitment balances accrue interest at
0.50%.
We are required to pay a quarterly fee of
0.5%
 as consideration for the guarantee to HHS Guaranty, LLC of the value of the collateral it actually pledged to secure the facility, which for the
three
months ended 
March 31, 2021
amounted to
$0.1
million.
 
The Texas Capital Credit Facility is subject to customary covenants requiring insurance, legal compliance, payment of taxes, prohibition of
second
liens, and secondary indebtedness, as well as the filing of quarterly and annual financial statements. The Company has been in compliance of all the requirements.
 
The Texas Capital Credit Facility originally had an expiration date of
April 17, 2019,
at which point all outstanding amounts would have been due. On
January 9, 2018,
we entered into an amendment to the Texas Capital Credit Facility that increased the borrowing capacity to
$22.0
million and extended the maturity by
one
year to
April 
17,
2020.
On
May 7, 2019,
we entered into a
second
 amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by
one
year to
April 17, 2021.
On
May
 
11,
2020,
we entered into a
third
 amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by
one
year to
April 17, 2022 
and decreased the borrowing capacity to
$19.0
million.  On
May
 
5,
2021,
we entered into a
fourth
 amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by
one
year to
April 17, 2023 
and decreased the borrowing capacity to
$15.0
million.  The Texas Capital Credit Facility remains secured by substantially all of our assets and continues to be guaranteed by HHS Guaranty, LLC.  As of
May 5, 2021,
we had
$13.1
million of borrowings outstanding under the Texas Capital Credit Facility.
 
At
March 31, 2021
, we had letters of credit outstanding in the amount of
$1
.8
 million.
No
amounts were drawn against these letters of credit at
March 31, 2021
. These letters of credit exist to support insurance programs relating to workers' compensation, automobile liability, and general liability.
 
Cash payments for interest were
$0.1
 million and
$0.2
 million for
three
months ended
March 
31,
2021
 and
2020,
respectively.
 
Paycheck Protection Program Term Note
 
On
April 14, 2020,
the Company entered into a promissory note with Texas Capital Bank,  for an unsecured loan with a principal amount of
$10.0
 million made to the Company pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Term Note is guaranteed by the United States Small Business Administration.
 
The PPP Term Note bears interest at a fixed annual rate of 
1.00%,
with interest deferred for the
first
six
months. Beginning in
September 
2021,
the Company is required to make
eight
 equal monthly payments of principal and interest with the final payment due in
April 2022,
unless the loan is forgiven as described below. The PPP Term Note
may
be accelerated upon the occurrence of an event of default.
 
The proceeds
may
be used to maintain payroll or make certain covered interest payments, lease payments and utility payments. Under the terms of the CARES Act, the Company can be granted forgiveness for all or a portion of the loan granted under the Paycheck Protection Program, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for permitted expenses.
 
At this time, the Company anticipates forgiveness of the entire amount of the PPP Term Note; however, we are
not
in a position to estimate the timing of the completion of the forgiveness process. We applied for forgiveness of the PPP Term Note in the
first
 quarter of
2021.
  We have elected to classify the principal balance of the PPP Term Note within both Short-term and Long-term debt, net, on the condensed consolidated balance sheet as of
March 31, 2021
. Under the existing terms of the PPP Term Note,
if
no
forgiveness is granted, approximately
$8.7
 million of the principal amount of the PPP Term Note would be due on
March 14, 2022,
which is within
twelve
months from
March 31, 2021
.