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Long-Term Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Long-Term Debt

Note 5: Long-Term Debt

Long-term debt consists of the following:

 

December 31,

 

2018

 

 

2017

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Term loan

 

$

 

9,643

 

 

$

 

21,541

 

Revolving credit facility

 

 

 

18,204

 

 

 

 

38,024

 

Notes

 

 

 

19,000

 

 

 

 

19,000

 

Capital leases

 

 

 

1,502

 

 

 

 

1,897

 

 

 

 

 

48,349

 

 

 

 

80,462

 

Less: current portion of long-term debt

 

 

 

(3,907

)

 

 

 

(4,707

)

Less: deferred financing costs

 

 

 

(1,603

)

 

 

 

(749

)

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

 

42,839

 

 

$

 

75,006

 

 

Credit Facility

On August 3, 2018, we entered into the First Amended and Restated Revolving Credit, Term Loan and Security Agreement (“Credit Agreement”) with PNC Bank, National Association, as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner. The Credit Agreement amended the prior Revolving Credit, Term Loan and Security Agreement (“Prior Agreement”), and provides for a senior secured revolving credit facility not to exceed $110.0 million (“Revolving Credit Facility”) and a senior secured term loan facility (“Term Loan”) in the amount of $10.0 million (together with the Revolving Credit Facility, the “Facilities”).

The Facilities, which expire on August 3, 2023 (the ‘Expiration Date”), are collateralized by a first lien in substantially all of the assets of the Company and its subsidiaries, except that no real property is collateral under the Facilities other than Company’s real property in North Jackson, Ohio.

Availability under the Credit Agreement is based on eligible accounts receivable and inventory. Further, the Company must maintain undrawn availability under the Credit Agreement of at least an amount equal to payments due on the notes issued in connection with the acquisition of the North Jackson facility, as defined in the Credit Agreement, plus 12.5% of the maximum borrowing amount of $110.0 million “(Minimum Liquidity”). At December 31, 2018, the amount of payments due on the notes relevant to the Minimum Liquidity calculation was $2.0 million. This requirement exists until the Notes are paid in full, refinanced or extended.

The Company is required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolving Credit Facility.

With respect to the Term Loan, the Company will pay quarterly installments of the principal of approximately $0.4 million, plus accrued and unpaid interest, on the first day of each fiscal quarter beginning on September 30, 2018. To the extent not previously paid, the Term Loan will become due and payable in full on the Expiration Date.

Amounts outstanding under the Facilities, at the Company’s option, will bear interest at either a base rate or a LIBOR based rate, in either case calculated in accordance with the terms of the Credit Agreement. Interest under the Credit Agreement is payable monthly. We elected to use the LIBOR based rate for the majority of the debt outstanding under the Facilities during 2018. At December 31, 2018, the LIBOR based rate was 3.85% on our Revolving Credit Facility and 4.35% for the Term Loan.

The Credit Agreement contains customary affirmative and negative covenants. If a triggering event occurs as defined in the Credit Agreement, the Company must maintain a fixed charge coverage ratio of not less than 1.10 to 1.0 measured on a rolling four quarter basis and calculated in accordance with the terms of the Credit Agreement.

$6.7 million was drawn on the Revolving Credit Facility to fund cash restricted for use related to the New Markets Tax Credit (“NMTC”) Financing Transaction. As of December 31, 2018, NMTC related restricted cash receipts totaling $8.0 million were applied to the Company’s Revolving Credit Facility, as described in Note 6.

For the year December 31, 2018, we recorded $0.4 million of additional Credit Agreement related deferred financing costs to the Consolidated Balance Sheet, and amortized $0.3 million. At December 31, 2018, we had Credit Agreement related net deferred financing costs of approximately $0.9 million. For the year ended December 31, 2017, we amortized $0.3 million of Credit Agreement related deferred financing costs.  At December 31, 2017, we had Credit Agreement related net deferred financing costs of approximately $0.7 million. 

The aggregate annual principal payments due under our Credit Agreement at December 31, 2018, are as follows:

 

(dollars in thousands)

 

 

 

 

 

2019

 

$

 

1,429

 

2020

 

 

 

1,429

 

2021

 

 

 

1,429

 

2022

 

 

 

1,429

 

2023

 

 

 

22,131

 

 

 

$

 

27,847

 

 

Notes

In connection with the acquisition of the North Jackson facility in 2011, we issued $20.0 million in notes to the sellers of the facility as partial consideration in the transaction.

On January 21, 2016, the Company entered into Amended and Restated Notes (the “Notes”) in the aggregate principal amount of $20.0 million, each in favor of Gorbert Inc. (the “Holder”). The Company’s obligations under the Notes are collateralized by a second lien on the same assets of the Company that collateralize the obligations of the Company under the Facilities.

The Notes were originally scheduled to mature on March 17, 2019. On March 30, 2018, the Company provided notification to the Holder of its intent to extend the maturity date to March 17, 2020 in accordance with the terms of the Notes.

Upon the Company’s extension of the maturity date of the Notes to March 17, 2020, principal payments in the aggregate of $2.0 million will be required to be made in March 2019. In conjunction with the intended extension of the maturity date of the Notes, $2.0 million has been classified within current portion of long-term debt.  

Additionally, the Company has the option to further extend the maturity date of the Notes to March 17, 2021. Extending the maturity date of the Notes to March 17, 2021 would require a principal payment in the aggregate amount of $2.0 million to be made in March 2020.

The Notes bore interest at a rate of 5.0% per year through and including August 17, 2017 and bear a rate of 6.0% per year from and after August 18, 2017. Through and including June 18, 2017, all accrued and unpaid interest was payable semi-annually in arrears on each June 18 and December 18. After June 18, 2017, all accrued and unpaid interest is payable quarterly in arrears on each September 18, December 18, March 18 and June 18.

The Holder had the right to elect at any time on or prior to August 17, 2017 to convert all or any portion of the outstanding principal amount of the Notes. The Holder’s conversion rights expired and are no longer subject to exercise.

Capital Leases

 

The Company enters into capital lease arrangements from time to time, and the capital assets and obligations are recorded at the present value of minimum lease payments. The assets are included in Property, Plant and Equipment, net on the Consolidated Balance Sheets, and are depreciated over the respective lease terms which range from three to five years. The long-term component of the capital lease obligations is included in Long-term debt and the current component is included in Current portion of long-term debt.

 

During 2017, the Company entered into capital lease agreements for which the net present value of the minimum lease payments, at inception, was $0.5 million. These amounts have been excluded from the Consolidated Statements of Cash Flows as they are non-cash.

 

As of December 31, 2018, future minimum lease payments applicable to capital leases were as follows:

 

2019

 

 

 

605

 

2020

 

 

 

583

 

2021

 

 

 

471

 

2022

 

 

 

56

 

2023

 

 

 

15

 

Total minimum capital lease payments

 

$

 

1,730

 

Less amounts representing interest

 

 

 

(228

)

Present value of net minimum capital lease payments

 

$

 

1,502

 

Less current obligation

 

 

 

(478

)

Total long-term capital lease obligation

 

$

 

1,024

 

 

For the twelve months ended December 31, 2018 and 2017, the amortization of capital lease assets was $0.5 million and $0.4 million, respectively. Capital lease amortization is included in cost of products sold in the Consolidated Statement of Operations.