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Note 6 - Long-term Debt
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Long-term Debt [Text Block]
NOTE
6
- Long-Term Debt
:
 
Debt consisted of the following (in thousands):
 
   
December 31,
 
   
2019
   
2018
 
BB&T Credit Facilities:                
Revolving credit facility due May 2023
  $
37,838
    $
1,193
 
Term loan due February 2024 (“2017 Term Loan”)
   
25,500
     
31,500
 
Term loan due January 2026 (“2018 Term Loan”)
   
56,488
     
85,000
 
    $
119,826
    $
117,693
 
Less:
               
Payments due within one year included in current liabilities
   
15,286
     
6,000
 
Debt issuance costs
   
537
     
171
 
Long-term debt less current maturities
  $
104,003
    $
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.
 
On
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.

 
On
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
to
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:
2020
through
2023
-
$6.0
million per year; and
2024
-
$1.5
million. Contractual principal payments for the
2018
Term Loan are as follows:
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) (
2.60%
at
December 31, 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) (
2.43%
at
December 31, 2019
). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of
December 31, 2019
, there were
no
outstanding letters of credit.
 
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
December 31, 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 that 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
no
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
December 31, 2019
, the negative fair value of the amended swap was
$0.2
million and was included in other current liabilities.
 
Debt Maturity Schedule
 
Contractual maturities of debt (excluding interest to be accrued thereon) at
December 31, 2019
are as follows (in thousands):
 
   
Year Ended December 31, 2019
 
2020
  $
15,286
 
2021
   
15,286
 
2022
   
15,286
 
2023
   
53,124
 
2024
   
10,786
 
Thereafter
   
10,058
 
Total debt
  $
119,826