XML 32 R21.htm IDEA: XBRL DOCUMENT v3.20.2
Debt
9 Months Ended
Sep. 30, 2020
Debt [Abstract]  
Debt Disclosure [Text Block]
Note 15 – Debt
 
Debt as of September 30, 2020 and December 31,
 
2019 includes the following:
As of September 30, 2020
As of December 31, 2019
Interest
Outstanding
 
Interest
Outstanding
 
Rate
Balance
Rate
Balance
Credit Facilities:
Revolver
1.65%
$
155,000
3.20%
$
171,169
U.S. Term Loan
1.65%
577,500
3.20%
600,000
EURO Term Loan
1.50%
152,123
1.50%
151,188
Industrial development bonds
5.26%
10,000
5.26%
10,000
Bank lines of credit and other debt obligations
Various
1,950
Various
2,608
Total debt
$
896,573
$
934,965
Less: debt issuance costs
(11,873)
(14,196)
Less: short-term and current portion of long-term debts
(38,630)
(38,332)
Total long
 
-term debt
$
846,070
$
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 nine months
ended September 30, 2020 was approximately
2.2
%.
 
As of September 30, 2020, the interest rate on the outstanding borrowings
 
under
the New Credit Facility was approximately
1.9
%.
 
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
 
consolidated net
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 $
239
 
million, net of bank letters of credit of approximately $
6
 
million, as of September
30, 2020.
 
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 September 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 nine
months ended September 30, 2020,
 
the Company made three quarterly amortization payments
 
related to the Ter
 
m
 
Loans totaling
$
28.1
 
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 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 September 30, 2020, the aggregate interest rate on the
 
swaps, including the
fixed base rate plus an applicable margin, 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 September 30,
2020 and December 31, 2019, the Company had $
11.9
 
million and $
14.2
 
million, respectively, of debt
 
issuance costs recorded as a
reduction of long-term debt.
 
As of September 30, 2020 and December 31, 2019, the
 
Company had $
6.3
 
million and $
7.6
 
million,
respectively, of
 
debt issuance costs recorded within other assets.
Industrial development bonds
As of September 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 September
 
30, 2020 was approximately $
38
 
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 September 30, 2020 were approximately $12 million.
For the three and nine months ended September 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
Nine Months Ended
September 30,
September 30,
2020
2019
2020
2019
Interest expense
$
5,957
$
5,761
$
19,621
$
8,258
Amortization of debt issuance costs
1,188
792
3,562
792
Total
$
7,145
$
6,553
$
23,183
$
9,050
Based on the variable interest rates associated with the New
 
Credit Facility, as of September
 
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.