XML 57 R46.htm IDEA: XBRL DOCUMENT v3.21.1
LONG-TERM DEBT AND CREDIT AGREEMENT Debt Disclosurre (Details) - USD ($)
3 Months Ended
Jan. 05, 2021
Jun. 28, 2019
May 02, 2019
May 10, 2018
Mar. 31, 2021
Mar. 31, 2020
Dec. 31, 2020
Apr. 08, 2019
Feb. 26, 2016
Term Loan, net of unamortized debt issuance costs         $ 175,305,000   $ 198,629,000    
Loans Payable         7,800,000        
Other Long-term Debt         1,176,000   1,271,000    
Total debt         184,281,000   207,700,000    
Short-term debt         9,156,000   4,941,000    
Long-term Debt         175,125,000   202,759,000    
Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction         2,574,000 $ 0      
Interest Expense         5,673,000 5,283,000      
Loss (Gain) on Extinguishment of Debt $ (3,700,000)       2,579,000 $ 0      
Convertible Notes unamortized issue discount and debt issuance costs         2,445,000        
Long-term Debt, Maturities, Repayments of Principal in Year Two         16,964,000        
Long-term Debt, Maturities, Repayments of Principal in Year Three         13,676,000        
Long-term Debt, Maturities, Repayments of Principal in Year Four         18,188,000        
Long-term Debt, Maturities, Repayments of Principal in Year Five         18,202,000        
Long-term Debt, Maturities, Repayments of Principal after Year Five         112,830,000        
Total debt         $ 186,726,000        
Write off of Deferred Debt Issuance Cost 2,600,000                
Payment for Debt Extinguishment or Debt Prepayment Cost $ 1,100,000                
LONG TERM DEBT AND CREDIT AGREEMENT         LONG-TERM DEBT AND CREDIT AGREEMENT
Long-term debt consisted of the following (in thousands):
March 31, 2021December 31, 2020
Term Loan, net of unamortized issuance costs and debt discount of $2,445 and $2,579 at March 31, 2021 and December 31, 2020, respectively$175,305 $198,629 
PPP Loan7,800 7,800 
Other long-term debt1,176 1,271 
    Total debt184,281 207,700 
Less: current portion9,156 4,941 
Total long-term debt$175,125 $202,759 

The following table summarizes the contractual maturities of our borrowing obligations as of March 31, 2021 (in thousands):
Fiscal YearCredit AgreementPPP LoanOther Long-Term DebtTotal
2021$6,750 — 116 $6,866 
20229,000 7,800 164 16,964 
202313,500 — 176 13,676 
202418,000 — 188 18,188 
202518,000 — 202 18,202 
Thereafter112,500 — 330 112,830 
Total before unamortized discount
177,750 7,800 1,176 186,726 
Less: unamortized discount and issuance costs2,445 — — 2,445 
Less: current portion of long-term debt
9,000 — 156 9,156 
Total long-term debt$166,305 $7,800 $1,020 $175,125 

Credit Agreement

On January 5, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as collateral and administrative agent, and a syndicate of banks, as lenders thereunder (the “Lenders”). Pursuant to the Credit Agreement, the Lenders agreed to provide the Company with (a) a term loan in the aggregate principal amount of $180.0 million (the “Term Loan”) and (b) a revolving credit facility (the “Credit Facility”) of up to a maximum of $70.0 million in borrowings outstanding at any time. The Credit Facility, which was undrawn at closing, can be used for working capital, other general corporate purposes and for other permitted uses. The proceeds from the Term Loan, plus available cash on hand, were used to repay outstanding borrowings of $201 million under the Company’s prior financing agreement with Cerberus Business Finance, LLC( the “Financing Agreement”), which was then terminated. As a result of this termination, the Company incurred a loss on extinguishment of debt of $3.7 million as a result of writing off $2.6 million of remaining unamortized issuance costs as well as a $1.1 million prepayment penalty.

The Term Loan has an initial interest rate of LIBOR plus an applicable margin of 3.00%, with a 0.25% LIBOR floor. The applicable margin on the Term Loan and the Credit Facility ranges from 2.00% to 3.25%, depending on leverage. The effective interest rate for the period was 3.25%.

The Term Loan requires quarterly principal payments commencing in March 2021 equal to 5.0% of the original principal amount of the Term Loan in years 1 and 2, 7.5% of the original principal amount of the Term Loan in year 3, and 10% of the original principal amount of the Term Loan in years 4 and 5, with the remaining aggregate principal amount due at maturity.
The Company granted a security interest on substantially all of their assets to secure the obligations under the Credit Facility and the Term Loan.

The Credit Agreement contains two financial covenants: (i) a requirement to maintain a total net leverage ratio, as defined in the Credit Agreement, of no more than 4.00 to 1.00 through June 30, 2021, with step downs thereafter, and (ii) a requirement to maintain a fixed charge covenant ratio, as defined in the Credit Agreement, of no less than 1.20 to 1.00. Both the Term Loan and the revolving Credit Facility mature on January 5, 2026. We were in compliance with the Credit Agreement covenants as of March 31, 2021.

In association with the Credit Agreement, the Company incurred $2.5 million of issuance discounts and an immaterial amount of issuance costs. The Term Loan discount and issuance costs will be amortized over the five year life of the Credit Agreement. We recorded $1.4 million of interest expense on the Term Loan during three months ended March 31, 2021. As of March 31, 2021, there were no amounts drawn under the Credit Facility.

PPP Loan

On May 11, 2020, the Company received $7.8 million of proceeds in connection with its incurrence of a loan under the Paycheck Protection Program (“PPP”) which was created through the Coronavirus Aid, Relief, and Economic Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The application for these funds requires the Company to, in good faith, certify that the economic uncertainty at the time of application made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its then-current business activity and ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. The loan has a fixed interest rate of 1% and matures on May 11, 2022. Interest payments are deferred until a forgiveness decision is returned by the SBA. We recognized an immaterial amount of interest expense related to the loan during the three months ended March 31, 2021.

Pursuant to the CARES Act and implementing rules and regulations, the Company has applied to the SBA for the full amount of the PPP loan to be forgiven. The Company has used the proceeds of the PPP loan for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, the Company cannot assure that it will be eligible for forgiveness of the loan, in whole or in part. Any PPP loan balance remaining following forgiveness by the SBA will be fully repaid on or before the maturity date of the loan.
       
Term Loan                  
Debt Instrument, Interest Rate, Effective Percentage 3.25%                
Debt Instrument, LIBOR Floor Rate 0.25%                
Term Loan | Debt Instrument, Principal Payment Period One                  
Debt Instrument, Periodic Payment, Principal, Percent 5.00%                
Term Loan | Debt Instrument, Principal Payment Period Two                  
Debt Instrument, Periodic Payment, Principal, Percent 7.50%                
Term Loan | Debt Instrument, Principal Payment Period Three                  
Debt Instrument, Periodic Payment, Principal, Percent 10.00%                
London Interbank Offered Rate (LIBOR) [Member] | Term Loan                  
Debt Instrument, Basis Spread on Variable Rate 3.00%                
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Term Loan                  
Debt Instrument, Basis Spread on Variable Rate 2.00%                
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Term Loan                  
Debt Instrument, Basis Spread on Variable Rate 3.25%                
Revolving Credit Facility [Member]                  
Short-term debt         $ 9,000,000        
Long-term Debt         166,305,000        
Convertible Notes unamortized issue discount and debt issuance costs         2,445,000        
Long-term Debt, Maturities, Repayments of Principal in Year Two         9,000,000        
Long-term Debt, Maturities, Repayments of Principal in Year Three         13,500,000        
Long-term Debt, Maturities, Repayments of Principal in Year Four         18,000,000        
Long-term Debt, Maturities, Repayments of Principal in Year Five         18,000,000        
Long-term Debt, Maturities, Repayments of Principal after Year Five         112,500,000        
Total debt         177,750,000        
Other Debt Obligations [Member]                  
Short-term debt         156,000        
Long-term Debt         1,020,000        
Convertible Notes unamortized issue discount and debt issuance costs         0        
Long-term Debt, Maturities, Repayments of Principal in Year Two         164,000        
Long-term Debt, Maturities, Repayments of Principal in Year Three         176,000        
Long-term Debt, Maturities, Repayments of Principal in Year Four         188,000        
Long-term Debt, Maturities, Repayments of Principal in Year Five         202,000        
Long-term Debt, Maturities, Repayments of Principal after Year Five         330,000        
Total debt         1,176,000        
Convertible Debt [Member]                  
Convertible Notes unamortized issue discount and debt issuance costs         0   680,000    
Federal Home Loan Bank Advances                  
Short-term debt         0        
Long-term Debt         7,800,000        
Convertible Notes unamortized issue discount and debt issuance costs         0        
Long-term Debt, Maturities, Repayments of Principal in Year Two         7,800,000        
Long-term Debt, Maturities, Repayments of Principal in Year Three         0        
Long-term Debt, Maturities, Repayments of Principal in Year Four         0        
Long-term Debt, Maturities, Repayments of Principal in Year Five         0        
Long-term Debt, Maturities, Repayments of Principal after Year Five         0        
Total debt         7,800,000        
Federal Home Loan Bank Advances [Member]                  
Long-term Debt         7,800,000        
Cerberus Business Finance LLC [Member]                  
Proceeds from Loans       $ 22,500,000          
Cerberus Business Finance LLC [Member] | Line of Credit [Member]                  
Repayments of Lines of Credit $ 201,000,000                
Cerberus Business Finance LLC [Member] | Long-term Debt [Member]                  
Unamortized Debt Issuance Expense         2,846,000   $ 3,334,000    
Interest Expense, Long-term Debt         1,400,000        
Convertible Notes unamortized issue discount and debt issuance costs         $ 2,500,000        
Term Loan, Net, Period Increase (Decrease)       22,700,000          
Cerberus Business Finance LLC [Member] | Long-term Debt [Member] | Delayed Draw Funds                  
Long-term Debt   $ 79,300,000           $ 100,000,000  
Repayments of Long-term Debt   $ 20,700,000              
Cerberus Business Finance LLC [Member] | Line of Credit [Member]                  
Debt Instrument, Restrictive Covenant, Excess Cash Flow Payment Requirement, As A Percentage                 50.00%
Line of Credit Facility, Increase (Decrease), Net       $ 12,500,000          
JPMorgan Chase | Term Loan                  
Line of Credit Facility, Maximum Borrowing Capacity 180,000,000.0                
JPMorgan Chase | Revolving Credit Facility [Member]                  
Line of Credit Facility, Maximum Borrowing Capacity $ 70,000,000.0                
JPMorgan Chase | Line of Credit [Member]                  
Line Of Credit Facility, Covenant Terms, Maximum Net Leverage Ratio 4.00                
Line Of Credit Facility, Covenant Terms, Minimum Fixed Charge Ratio 1.20                
Convertible Debt [Member]                  
Repayments of Senior Debt     $ 72,700,000            
Interest Expense     600,000            
Payments of Financing Costs     $ 6,000,000