NOTE

- Long-Term Debt

	September 30,		December 31,
(In thousands)	2019		2018
BB&T Credit Facilities:
Revolving credit facility due May 2023	$	33,857	$	1,193
Term loan due February 2024 (“2017 Term Loan”)		27,000		31,500
Term loan due January 2026 (“2018 Term Loan”)		58,810		85,000
	$	119,667	$	117,693
Less:
Payments due within one year included in current liabilities		15,286		6,000
Debt issuance costs		569		171
Long-term debt less current maturities	$	103,812	$	111,522

Effective on

February 28, 2017,

the Company entered into a credit agreement with Branch Banking and Trust Company (“BB&T”) (the “Credit Agreement”) that provided a revolving credit facility of

$35

million maturing on

February 25, 2022

and a term loan of

$42

million maturing on

February 26, 2024 (

“2017

Term Loan”).

Effective on

May 2, 2018,

and concurrently with the closing of the CID Resources acquisition, the Company entered into an Amended and Restated Credit Agreement (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 which provided an additional term loan in the principal amount of

$85

million due

May 2020 (

“2018

Term Loan”). The term of the revolving credit facility was extended until

May 2023.

January 22, 2019,

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

2018

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 of the

2018

Term Loan was extended to

January 22, 2026.

September 27, 2019,

the Company entered into a Second Amendment to the Amended and Restated Credit Agreement, which (i) increased the Company’s maximum permitted funded debt to EBITDA ratio under the Amended and Restated Credit Agreement from

4.0:1

5.0:1

and (ii) applied a tiered interest rate structure to the Company’s existing loans in the event that its funded debt to EBITDA ratio exceeds

4.0:1.

The interest rate on such loans will equal LIBOR plus a margin that adjusts quarterly and is based on the Company’s funded debt to EBITDA ratio.

Contractual principal payments for the

2017

Term Loan are as follows:

2019

through

2023

$6.0

million per year; and

2024

$1.5

million. Contractual principal payments for the

2018

Term Loan are as follows:

2019

$8.5

million,

2020

through

2025

$9.3

million per year; and

2026

$0.8

million. The term loans do

not

contain pre-payment penalties.

Obligations outstanding under the

2018

Term Loan have a variable interest rate of LIBOR plus a margin of between

0.85%

and

1.65%

(based on the Company’s funded debt to EBITDA ratio) (

2.89%

September 30, 2019

). Obligations outstanding under the revolving credit facility and the

2017

Term Loan generally have a variable interest rate of

one

-month LIBOR plus a margin of between

0.68%

and

1.50%

(based on the Company’s funded debt to EBITDA ratio) (

2.72%

September 30, 2019

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

September 30, 2019

, the Company had undrawn capacity of

$41.1

million under the revolving credit facility.

The revolving credit facility,

2017

Term Loan and

2018

Term Loan are collectively referred to as the “Credit Facilities”.

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 (as defined in the Amended and Restated Credit Agreement) of at least

1.25:1

and a funded debt to EBITDA ratio (as defined in the Amended and Restated Credit Agreement)

not

to exceed

5.0:1.

As of

September 30, 2019

, 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.

Effective on

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, at the time, 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 were recorded in other comprehensive income, 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 on

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 is being amortized as interest expense over the remaining life of the amended swap. Changes to the fair value of the amended swap are recorded as interest expense. As of

September 30, 2019

, the negative fair value of the amended swap was

$0.3

million and was included in other current liabilities.