XML 34 R21.htm IDEA: XBRL DOCUMENT v3.20.2
Debt
6 Months Ended
Jun. 30, 2020
Debt [Abstract]  
Debt Disclosure [Text Block]
Note 15 – Debt
 
Debt as of June 30, 2020 and December 31, 2019
 
includes the following:
As of June 30, 2020
As of December 31, 2019
Interest
Outstanding
 
Interest
Outstanding
 
Rate
Balance
Rate
Balance
Credit Facilities:
Revolver
1.67%
$
376,676
3.20%
$
171,169
U.S. Term Loan
2.10%
585,000
3.20%
600,000
EURO Term Loan
1.50%
147,584
1.50%
151,188
Industrial development bonds
5.26%
10,000
5.26%
10,000
Bank lines of credit and other debt obligations
Various
1,910
Various
2,608
Total debt
$
1,121,170
$
934,965
Less: debt issuance costs
(12,647)
(14,196)
Less: short-term and current portion of long-term debts
(38,217)
(38,332)
Total long
 
-term debt
$
1,070,306
$
882,437
Credit facilities
The Company’s primary
 
credit facility (as amended, the “New Credit Facility”) is comprised
 
of a $
400.0
 
million multicurrency
revolver (the “Revolver”), a $
600.0
 
million term loan (the “U.S. Term
 
Loan”), each with the Company as borrower,
 
and a $
150.0
million (as of August 1, 2019) Euro equivalent term loan (the
 
“EURO Term Loan”
 
and together with the “U.S. Term
 
Loan”, the
“Term Loans”
 
)
 
with Quaker Chemical B.V.,
 
a Dutch subsidiary of the Company as borrower,
 
each with a five-year term maturing in
August 2024.
 
Subject to the consent of the administrative agent and certain
 
other conditions, the Company may designate additional
borrowers.
 
The maximum amount available under the New Credit Facility can be
 
increased by up to $
300.0
 
million at the Company’s
request if there are lenders who agree to accept additional
 
commitments and the Company has satisfied certain other
 
conditions.
 
Borrowings under the New Credit Facility bear interest at a
 
base rate or LIBOR plus an applicable margin
 
based upon the Company’s
consolidated net leverage ratio.
 
There are LIBOR replacement provisions that contemplate a further
 
amendment if and when LIBOR
ceases to be reported.
 
The interest rate incurred on the outstanding borrowings under
 
the New Credit Facility during the six months
ended June 30, 2020 was approximately
2.5
%.
 
In addition to paying interest on outstanding principal under
 
the New Credit Facility,
the Company is required to pay a commitment fee ranging
 
from
0.2
% to
0.3
% depending on the Company’s
 
leverage ratio to the
lenders under the Revolver in respect of the unutilized
 
commitments thereunder.
 
The Company has unused capacity under the
Revolver of approximately $
15
 
million, net of bank letters of credit of approximately
 
$
8
 
million, as of June 30, 2020, as the Company
drew down most of the available capacity under the Revolver
 
in the second half of March 2020 as a precautionary measure
 
due to the
uncertainty of the impact of COVID-19 on the Company
 
as well as on the U.S. capital markets and bank liquidity,
 
among other
potential effects.
 
The New Credit Facility is subject to certain financial
 
and other covenants.
 
The Company’s initial consolidated net debt to
consolidated adjusted EBITDA ratio cannot exceed 4.25 to 1, with step downs in the permitted ratio over the course of the New Credit
Facility. The Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. The New Credit
Facility also prohibits the payment of cash dividends if the Company is in default or if the amount of the dividend paid annually
exceeds the greater of $50.0 million and 20% of consolidated adjusted EBITDA unless the ratio of consolidated net debt to
consolidated adjusted EBITDA is less than 2.0 to 1, in which case there is no such limitation on amount.
 
As of June 30, 2020 and
December 31, 2019, the Company was in compliance with all of the New Credit Facility covenants.
 
The Term Loans have
 
quarterly
principal amortization during their respective five-year
 
maturities, with
5.0
% amortization of the principal balance due in years 1 and
2,
7.5
% in year 3, and
10.0
% in years 4 and 5, with the remaining principal amount due at maturity.
 
During the six months ended June
30, 2020, the Company made two quarterly amortization payments
 
related to the Term
 
Loans totaling $
18.7
 
million.
 
The New Credit
Facility is guaranteed by certain of the Company’s
 
domestic subsidiaries and is secured by first priority liens
 
on substantially all of the
assets of the Company and the domestic subsidiary guarantors,
 
subject to certain customary exclusions.
 
The obligations of the Dutch
borrower are guaranteed only by certain foreign subsidiaries
 
on an unsecured basis.
The New Credit Facility requires the Company to deliver to
 
the administrative
 
agent and each lender the audited consolidated
financial statements of the Company for each fiscal year
 
in a prescribed period of time.
 
On March 17, 2020, the Company,
 
the
administrative agent, and all parties to the New Credit Facility
 
entered into an amendment (the “Amendment”) which allowed
 
the
Company to deliver the annual audited consolidated financial
 
statements for the year ended December 31, 2019
 
to the bank group no
later than April 16, 2020 as compared to the initial deadline
 
of March 17, 2020.
 
The Company delivered its 2019 audited consolidated
financial statements to the administrative agent and each
 
lender on March 20, 2020 in compliance with the Amendment.
The New Credit Facility required the Company to fix its variable
 
interest rates on at least
20
% of its total Term
 
Loans.
 
In order to
satisfy this requirement as well as to manage the
 
Company’s exposure to variable
 
interest rate risk associated with the New Credit
Facility, in November
 
2019, the Company entered into $
170.0
 
million notional amounts of three-year interest rate swaps at a base
 
rate
of
1.64
% plus an applicable margin as provided in the
 
New Credit Facility, based on
 
the Company’s consolidated
 
net leverage ratio.
 
At the time the Company entered into the swaps, and
 
as of June 30, 2020, this aggregate rate was
3.1
%.
 
See Note 18 of Notes to
Condensed Consolidated Financial Statements.
The Company capitalized $
23.7
 
million of certain third-party debt issuance costs in connection
 
with executing the New Credit
Facility.
 
Approximately $
15.5
 
million of the capitalized costs were attributed to the Term
 
Loans and recorded as a direct reduction of
long-term debt on the Company’s
 
Condensed Consolidated Balance Sheet.
 
Approximately $
8.3
 
million of the capitalized costs were
attributed to the Revolver and recorded within other assets on
 
the Company’s Condensed Consolidated
 
Balance Sheet.
 
These
capitalized costs are being amortized into interest expense
 
over the five-year term of the New Credit Facility.
 
As of June 30, 2020 and
December 31, 2019, the Company had $
12.6
 
million and $
14.2
 
million, respectively,
 
of debt issuance costs recorded as a reduction of
long-term debt.
 
As of June 30, 2020 and December 31, 2019, the Company
 
had $
6.7
 
million and $
7.6
 
million, respectively, of
 
debt
issuance costs recorded within other assets.
Industrial development bonds
As of June 30, 2020 and December 31, 2019, the Company
 
had fixed rate, industrial development authority bonds totaling
 
$
10.0
million in principal amount due in 2028.
 
These bonds have similar covenants to the New Credit Facility noted
 
above.
Bank lines of credit and other
 
debt obligations
The Company has certain unsecured bank lines of credit
 
and discounting facilities in one of its foreign subsidiaries, which
 
are not
collateralized.
 
The Company’s other debt
 
obligations primarily consist of certain domestic and foreign
 
low interest rate or interest-
free municipality-related loans, local credit facilities of
 
certain foreign subsidiaries and capital lease obligations.
 
Total unused
capacity under these arrangements as of June 30, 2020
 
was approximately $
37
 
million.
In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company’s only other off-balance
sheet arrangements include certain financial and other guarantees. The Company’s total bank letters of credit and guarantees
outstanding as of June 30, 2020 were approximately $14 million.
For the three and six months ended June 30, 2020,
 
the Company incurred the following debt related expenses included
 
within
Interest expense, net, in the Condensed Consolidated Statements
 
of Operations:
Three Months Ended
Six Months Ended
June 30,
June 30,
2020
2019
2020
2019
Interest expense
$
5,951
$
1,255
$
13,663
$
2,427
Amortization of debt issuance costs
1,188
28
2,375
70
Total
$
7,139
$
1,283
$
16,038
$
2,497
Based on the variable interest rates associated with the New
 
Credit Facility, as of June
 
30, 2020 and December 31, 2019, the
amounts at which the Company’s
 
total debt were recorded are not materially different
 
from their fair market value.