Long-Term Debt and Credit Facility

12 Months Ended

Dec. 31, 2018

Long-term debt is as follows (in thousands):



	December 31,
	2018		2017
Long-term debt, classified as current:
Borrowings under revolving credit facility	$	49,731	$	27,950

Borrowing under the revolving credit facility is classified as current debt as a result of the required lockbox arrangement and the subjective acceleration clause.

Credit Facility

On May 10, 2013, the Company and certain of its subsidiaries (the “Borrowers”) entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement (as amended, the “Credit Facility”) with PNC Bank, National Association (“PNC Bank”). The Company may borrow under the Credit Facility for working capital, permitted acquisitions, capital expenditures and other corporate purposes. The Credit Facility continues in effect until May 10, 2022. Under terms of the Credit Facility, as amended, the Company has total borrowing availability of $75 million under a revolving credit facility. A term loan was repaid in May 2017 and may not be re-borrowed. In addition, the Company repaid the outstanding balance of the revolving credit facility on March 1, 2019 (see Note 21).

The Credit Facility was secured by substantially all of the Company’s domestic real and personal property, including accounts receivable, inventory, land, buildings, equipment and

other intangible assets. The Credit Facility contained customary representations, warranties, and both affirmative and negative covenants. The Company was in compliance with all debt covenants at December 31, 2018. In the event of default, PNC Bank may accelerate the maturity date of any outstanding amounts borrowed under the Credit Facility.

Effective June 13, 2018, the Company entered into an Eleventh Amendment to the Credit Facility which, among other things, maintained the maximum revolving advance amount at $75 million, but added a collateral block equal to $10 million minus the amount of any collateral value in excess of $75 million and, to the extent not duplicated, any inventory collateral in excess of $52 million. Compliance with the fixed charge coverage ratio and the leverage ratio was suspended through December 31, 2018, as long as there was not a financial covenant trigger event, which occurs if undrawn availability is less than $15 million at any month-end through December 31, 2018. At December 31, 2018, undrawn availability for this calculation was $25.1 million.

The Credit Facility contained financial covenants to maintain a fixed charge coverage ratio and a leverage ratio, as well as establishes an annual limit on capital expenditures. The fixed charge coverage ratio is the ratio of (a) earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted for non-cash stock-based compensation, during the period to (b) all debt payments during the period. The fixed charge coverage ratio requirement was to begin for the quarter ended March 31, 2019 at 1.10 to 1.00, and for each annualized fiscal quarter in 2019 and thereafter. The leverage ratio (funded debt to adjusted EBITDA) requirement was to begin for the quarter ended March 31, 2019, at not greater than 3.00 to 1.00, and for each annualized fiscal quarter in 2019 and thereafter. These financial covenants would be tested earlier if a financial covenant trigger event occurs. Following a triggering event, the fixed charge coverage ratio must be maintained at no less than 1.10 to 1.00 and the leverage ratio must be maintained at no greater than 3.00 to 1.00 as of the last day of the quarter. The annual limit on capital expenditures for 2018 and each fiscal year thereafter was $26 million. The annual limit on capital expenditures is reduced if the undrawn availability under the revolving credit facility falls below $15 million at any month-end.

The Credit Facility restricted the payment of cash dividends on common stock and limited the amount that may be used to repurchase common stock and preferred stock.

Beginning with fiscal year 2017, the Credit Facility included a provision that 25% of EBITDA minus cash paid for taxes, dividends, debt payments, and unfunded capital expenditures, not to exceed $3.0 million for any year, be paid on the outstanding balance within 75 days of the fiscal year end. For the year ended December 31, 2018, there was no additional payment required based on this provision.

Each of the Company’s domestic subsidiaries was fully obligated for Credit Facility indebtedness as a borrower or as a guarantor.

(a) Revolving Credit Facility

Under the revolving credit facility, the Company may borrow up to $75 million through May 10, 2022. This included a

sublimit of $10 million that may be used for letters of credit. The revolving credit facility was secured by substantially all of the Company’s domestic accounts receivable and inventory.

At December 31, 2018, eligible accounts receivable and inventory securing the revolving credit facility provided total borrowing capacity of $66.6 million under the revolving credit facility. Available borrowing capacity, net of outstanding borrowings, was $16.8 million at December 31, 2018.

The interest rate on advances under the revolving credit facility varied based on the fixed charge coverage ratio. Rates ranged (a) between PNC Bank’s base lending rate plus 1.5% to 2.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 2.5% to 3.0%. PNC Bank’s base lending rate was 5.5% at December 31, 2018. The Company was required to pay a monthly facility fee of 0.25% per annum on any unused amount under the commitment based on daily averages. At December 31, 2018, $49.7 million was outstanding under the revolving credit facility, with $(0.3) million borrowed as base rate loans at an interest rate of 7.5% and $50.0 million borrowed as LIBOR loans at an interest rate of 5.51%.

On March 1, 2019, the Company repaid the outstanding balance of the Credit Facility (see Note 21).

(b) Term Loan

The amount borrowed under the term loan was reset to $10 million effective as of September 30, 2016. Monthly principal payments of $0.2 million were required. On May 22, 2017, the Company repaid the outstanding balance of the term loan. No additional amount may be re-borrowed under the term loan.

Debt Maturities

At December 31, 2018, borrowing under the revolving credit facility, which matures on May 10, 2022, is classified a current debt, and therefore, the entire balance is considered to mature in 2019.