NOTE

- Long-Term Debt:

(In thousands)	December 31,		December 31,
	2018		2017
Note payable to BB&T, pursuant to revolving credit agreement, maturing May 2023	$	1,193	$	1,475

Term loan payable to BB&T maturing February 26, 2024	$	31,500	$	37,500

Term loan payable to BB&T maturing May 2020	$	85,000	$	-

	$	117,693	$	38,975

Less:
Payments due within one year included in current liabilities	$	6,000	$	6,000

Debt issuance costs	$	171	$	42
Long-term debt less current maturities	$	111,522	$	32,933

Effective

March 8, 2016,

the Company entered into an amended and restated

-year credit agreement with Fifth Third Bank that increased its revolving credit facility from

$15

million to

$20

million and refinanced its then-existing term loan with a new

$45

million term loan to help finance the acquisition of substantially all of the assets of BAMKO, Inc. Both loans were based upon the

one

-month LIBOR rate for U.S. dollar based borrowings. Interest was payable on the term loan at LIBOR plus

0.85%

and on the revolving credit facility at LIBOR (rounded up to the next

1/8

) plus

0.85%.

The Company paid a commitment fee of

0.10%

per annum on the average unused portion of the commitment under the revolving credit facility. The amounts outstanding under this credit agreement was paid in full on

February 28, 2017

with the proceeds from a new loan agreement with BB&T.

Effective

February 28, 2017,

the Company entered into a new

-year credit agreement with BB&T (the “Credit Agreement”) that provided a new revolving credit facility of

$35

million which was to terminate on

February 25, 2022,

and provided a new term loan of

$42

million the which matures on

February 26, 2024.

Both loans were based upon the

one

-month LIBOR rate for U.S. dollar based borrowings. Interest was payable for each loan at LIBOR (rounded up to the next

1/100

) plus

0.75%.

The Company pays a commitment fee of

0.10%

per annum on the average unused portion of the commitment under the credit facility.

Effective

May 2, 2018,

and concurrently with the closing of the CID Resources acquisition, the Company entered into an Amended and Restated Credit Agreement, dated as of

May 2, 2018 (

the “Amended and Restated Credit Agreement”), with BB&T pursuant to which the Company’s existing revolving credit facility was increased from

$35

million to

$75

million and provided an additional term loan in the principal amount of

$85

million.

principal payments were due on the

$85

million term loan prior to its maturity. The term of the revolving credit facility was extended until

May 2023

and the

$85

million term loan matures in

May 2020.

The Company’s existing term loan with the original principal amount of

$42

million remains outstanding with a maturity date of

February 2024

and with the same amortization schedule. The scheduled amortization for the

$42

million term loan is as follows:

2019

through

2023

6.0

million per year; and

2024

$1.5

million. The revolving credit facility,

$42

million term loan and

$85

million term loan are collectively referred to as the “Credit Facilities”.

Obligations outstanding under the revolving credit facility and the

$42

million term loan generally have a variable interest rate of

one

-month LIBOR plus

0.68%

(

3.14%

December 31, 2018).

Obligations outstanding under the

$85

million term loan generally have a variable interest rate of

one

-month LIBOR plus

0.93%

for the

first

twelve

months after the effective date (

3.39%

December 31, 2018),

1.5%

for the period from

thirteen

months through

eighteen

months after the effective date, and

1.75%

thereafter. The Company is obligated to pay a commitment fee of

0.10%

per annum on the averaged unused portion of the commitment under the revolving credit facility and a commitment fee of

0.25%

on the outstanding balance of the

$85

million term loan on

June 1, 2019

and

December 1, 2019.

The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of

December 31, 2018,

there were

outstanding letters of credit. The term loans do

not

contain pre-payment penalties.

The Amended and Restated Credit Agreement contains customary events of default and negative covenants, including but

not

limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments, and sales of assets. The Amended and Restated Credit Agreement also requires the Company to maintain a fixed charge coverage ratio of at least

1.25:1

and a funded debt to EBITDA ratio

not

to exceed

4.0:1.

As of

December 31, 2018,

the Company was in compliance with these ratios. The Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Amended and Restated Credit Agreement.

In connection with the Credit Agreement and the Amended and Restated Credit Agreement, the Company incurred approximately

$0.1

million and

$0.2

million of debt financing costs respectively, which primarily consisted of a loan commitment fee and legal fees. These costs are being amortized over the life of both Credit Agreements as additional interest expense.

January 22, 2019,

the Company entered into a First Amendment to the Amended and Restated Credit Agreement pursuant to which the existing

$85

million term loan was restructured. The Company used

$20

million borrowed under its existing revolving credit facility to reduce the principal amount to

$65

million. The maturity date on the loan was extended to

January 22, 2026

and the interest rate was lowered to a variable interest rate of LIBOR plus

$0.85%.

The scheduled amortization for the

$65

million term loan is as follows:

2019

$8.5

million,

2020

through

2025

9.3

million per year; and

2026

$0.8

million. The Company incurred approximately

$0.2

million of debt financing costs, which primarily consisted of a loan commitment fee and legal fees. These costs will be amortized over the life of the agreement as additional interest expense.

Effective

July 1, 2013,

in order to reduce interest rate risk on its debt, the Company entered into an interest rate swap agreement with Fifth Third Bank, N.A. that was designed to effectively convert or hedge the variable interest rate on a portion of its borrowings to achieve a net fixed rate of

2.53%

per annum, beginning

July 1, 2014

with a notional amount of

$14.3

million. The notional amount of the interest rate swap was reduced by the scheduled amortization of the principal balance of the original term loan of

$0.2

million per month through

July 1, 2015

and

$0.3

million per month through

June 1, 2018

with the remaining notional balance of

$3.3

million eliminated on

July 1, 2018.

Effective

March 8, 2016,

the fixed rate on the notional amount was reduced to

2.43%.

Effective

February 24, 2017,

this interest rate swap agreement was terminated. On this date the swap agreement had

$0.1

million in cumulative gains in OCI which was reversed to earnings.

Effective

March 3, 2017,

in order to reduce the interest rate risk on its future debt, the Company entered into an interest rate swap agreement (“original swap”) with BB&T that was designed to effectively convert or hedge the variable interest rate on a portion of its future borrowings to achieve a net fixed rate of

3.12%

per annum, beginning

March 1, 2018

with a notional amount of

$18.0

million. The notional amount of the interest rate swap is reduced by

$0.3

million per month beginning

April 1, 2018

through

February 26, 2024.

Under the terms of the interest rate swap, the Company will receive variable interest rate payments and make fixed interest rate payments on an amount equal to the notional amount at that time. Changes in the fair value of the interest rate swap designated as the hedging instrument that effectively offset the variability of cash flows associated with the variable rate, long-term debt obligation are recorded in OCI, net of related income tax effects. On

May 2, 2018,

in conjunction with the Amended and Restated Credit Agreement, the original swap was modified (“amended swap”) to achieve a net fixed rate of

3.05%

per annum effective

May 1, 2018

and the remaining notional amount was

$17.5

million. There were

other changes to the original swap. As a result of the change, the Company has discontinued hedge accounting for the original swap and has elected

not

to designate the amended swap. As of

May 2, 2018,

the fair value of the original swap was

$0.1

million and will be amortized as interest expense over the remaining life of the amended swap. As of

December 31, 2018,

there was

$0.1

million related to the original swap recorded within OCI. Changes to the fair value of the amended swap will be recorded as interest expense. As of

December 31 2018,

the fair value of the amended swap was

$0.1

million and was included in prepaid expenses and other current assets.