XML 35 R21.htm IDEA: XBRL DOCUMENT v3.21.1
Debt
3 Months Ended
Mar. 31, 2021
Debt [Abstract]  
Debt Disclosure [Text Block]
Note 15 – Debt
Debt as of March 31, 2021 and December 31, 2020 includes
 
the following:
As of March 31, 2021
As of December 31, 2020
Interest
Outstanding
 
Interest
Outstanding
 
Rate
Balance
Rate
Balance
Credit Facilities:
Revolver
1.61%
$
190,000
1.65%
$
160,000
U.S. Term Loan
1.61%
562,500
1.65%
570,000
EURO Term Loan
1.50%
148,210
1.50%
157,062
Industrial development bonds
5.26%
10,000
5.26%
10,000
Bank lines of credit and other debt obligations
Various
2,377
Various
2,072
Total debt
$
913,087
$
899,134
Less: debt issuance costs
(10,324)
(11,099)
Less: short-term and current portion of long-term debts
(43,330)
(38,967)
Total long
 
-term debt
$
859,433
$
849,068
Credit facilities
The Company’s primary
 
credit facility (as amended, the “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 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 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 variable interest rate incurred on the outstanding borrowings under
 
the Credit Facility as of and during the
three months ended March 31, 2021 was approximately
1.6
%.
 
In addition to paying interest on outstanding principal under
 
the 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 $
204
 
million, net of bank letters of credit of approximately $
6
 
million, as of March 31,
2021.
 
The Credit Facility is subject to certain financial and
 
other covenants.
 
The Company’s initial consolidated net debt to
consolidated adjusted EBITDA ratio could not exceed 4.25 to 1, with step downs in the permitted ratio over the term of the Credit
Facility. As of March 31, 2021, the consolidated net debt to adjusted EBITDA may not exceed 4.00 to 1. The Company’s
consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1 over the term of the agreement. The 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 March 31, 2021 and
December 31, 2020, the Company was in compliance with all of the Credit Facility covenants
.
 
The Term Loans
 
have quarterly
principal amortization during their five-year terms,
 
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 three months ended March 31, 2021,
the Company made quarterly amortization payments
 
related to the Term Loans
 
totaling $
9.6
 
million.
 
The 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 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 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 Credit
 
Facility, based on the Company’s
 
consolidated net leverage ratio.
 
At the
time the Company entered into the swaps, and as
 
of March 31, 2021, 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 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 Credit Facility.
 
As of March 31, 2021 and
December 31, 2020, the Company had $
10.3
 
million and $
11.1
 
million, respectively,
 
of debt issuance costs recorded as a reduction of
long-term debt.
 
As of March 31, 2021 and December 31, 2020, the Company
 
had $
5.5
 
million and $
5.9
 
million, respectively,
 
of debt
issuance costs recorded within other assets.
Industrial development bonds
As of March 31, 2021 and December 31, 2020,
 
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 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 certain 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 March 31,
 
2021 was approximately $
40
 
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 March 31, 2021 were approximately
 
$
9
 
million.
The Company incurred the following debt related expenses
 
included within Interest expense, net, in the Condensed
 
Consolidated
Statements of Operations:
Three Months Ended
March 31,
 
2021
2020
Interest expense
$
4,650
$
7,712
Amortization of debt issuance costs
1,187
1,187
Total
$
5,837
$
8,899
Based on the variable interest rates associated with the Credit
 
Facility, as of March
 
31, 2021 and December 31, 2020, the amounts
at which the Company’s
 
total debt were recorded are not materially different
 
from their fair market value.