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INDEBTEDNESS
12 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
INDEBTEDNESS

(G) Indebtedness

Long-term debt consists of the following:

 

 

 

As of March 31,

 

 

 

2020

 

 

2019

 

 

 

(dollars in thousands)

 

Revolving Credit Facility

 

$

560,000

 

 

$

310,000

 

4.500% Senior Unsecured Notes Due 2026

 

 

350,000

 

 

 

350,000

 

Term Loan

 

 

665,000

 

 

 

 

Private Placement Senior Unsecured Notes

 

 

 

 

 

36,500

 

Total Debt

 

 

1,575,000

 

 

 

696,500

 

Less: Current Portion of Long-term Debt

 

 

 

 

 

(36,500

)

Less: Debt Origination Costs

 

 

(7,685

)

 

 

(4,908

)

Long-term Debt

 

$

1,567,315

 

 

$

655,092

 

 

The weighted-average interest rate of borrowings under our Revolving Credit Facility during fiscal years 2020, 2019, and 2018 was 3.6%, 3.4%, and 2.6%, respectively. The interest rate on the Revolving Credit Facility was 2.8% and 3.8% at March 31, 2020 and 2019, respectively.

The weighted-average interest rate of borrowings under our Term Loan during fiscal 2020 was 2.8%, which was also the interest rate at March 31, 2020.

 

Our maturities of long-term debt during the next five fiscal years and thereafter are as follows:

 

Fiscal Year

 

Amount

 

2021

 

$

 

2022

 

 

 

2023

 

 

1,225,000

 

2024

 

 

 

2025

 

 

 

Thereafter

 

 

350,000

 

Total

 

$

1,575,000

 

Credit Facility

REVOLVING Credit Facility

We have a revolving credit facility (the Revolving Credit Facility) that terminates on August 2, 2022. During May 2019, we exercised our option to expand the Revolving Credit Facility and increased the borrowing capacity from $500.0 million to $750.0 million, provided, however, that on August 2, 2021, the aggregate borrowing capacity under the Revolving Credit Facility will be reduced to $665.0 million.  The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million. On December 20, 2019, we amended the Revolving Credit Facility, to, among other things, (i) modify the interest rates with respect to outstanding borrowings; (ii) allow for the consummation of the Kosmos Acquisition; (iii) permit the incurrence of additional indebtedness necessary to consummate the Kosmos Acquisition; (iv) modify the financial covenants to increase maximum leverage permitted under the Revolving Credit Facility; and (v) provide for the selection of an alternate benchmark rate to replace the LIBO Rate (as defined in the Revolving Credit Facility).

On April 9, 2020 we further amended the Revolving Credit Facility to, among other things, (i) extend the maturity date with respect to certain lender commitments thereunder from August 2, 2021 to August 2, 2022, (ii) modify the financial covenants to increase the maximum leverage that the Company (on a consolidated basis) is required to maintain, (iii) increase the pricing of borrowings based on the then-existing Leverage Ratio (as defined in the Revolving Credit Facility) which is based on the ratio of the Company’s Consolidated Total Indebtedness (as defined in the Revolving Credit Facility) to Consolidated EBITDA (as defined in the Revolving Credit Facility), and (iv) further restrict the Company and its Restricted Subsidiaries (as defined in the Revolving Credit Facility) from making Restricted Payments (as defined in the Revolving Credit Facility) with certain exceptions, including, among others, no Default (as defined in the Revolving Credit Facility) has occurred and is continuing and based on a pro forma basis after giving effect to any such Restricted Payment the Leverage Ratio would not be greater than 2.50 to 1.00.  

Borrowings under the Revolving Credit Facility are guaranteed by all of the Company’s material subsidiaries.  The debt under the Revolving Credit Facility is not rated by ratings agencies.  At the Company’s option, principal amounts outstanding under the Revolving Credit Facility bear interest at a variable rate equal to either (i) the Adjusted LIBO Rate (as defined in the Revolving Credit Facility) plus an agreed spread (ranging from 125 to 200 basis points for loans scheduled to mature in 2021 and from 150 to 250 basis points for loans scheduled to mature in 2022), which is established quarterly based on the Company's then Leverage Ratio; or (ii) an Alternate Base Rate (as defined in the Revolving Credit Facility), which is the highest of (a) the Prime Rate (as defined in the Revolving Credit Facility), (b) the NYFRB (as defined in the Revolving Credit Facility) plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month interest period on such day, plus 1.0%, in each case plus an agreed upon spread (ranging from 25 to 100 basis points for loans scheduled to mature in 2021 and from 50 to 150 basis points for loans scheduled to mature in 2022) which is established quarterly based on the Company's then Leverage Ratio. In the case of loans bearing interest at a rate based on the Alternate Base Rate, interest payments are payable quarterly. In the case of loans bearing interest at a rate based on the Adjusted LIBO Rate, interest is payable at the end of the relevant Interest Period (as defined in the Revolving Credit Facility) for such borrowing unless such Interest Period is for more than three months duration, in which case such interest is payable at intervals of three months duration after the first day of such Interest Period, which can be up to six months at the option of the Company. The Company is also required to pay a commitment fee on unused available borrowings under the Revolving Credit Facility (ranging from 15 to 30 basis points for loans scheduled to mature in 2021 and from 20 to 40 basis points for loans

scheduled to mature in 2022) which is established quarterly based on the Company's then Leverage Ratio. The Revolving Credit Facility contains customary covenants that restrict the Company’s and its Restricted Subsidiaries’ ability to incur additional debt; encumber  assets; merge with or transfer or sell assets to other persons; make or enter into certain investments, loans, or guaranties; enter into certain swap agreements; enter into affiliate transactions or restrictive transactions; make restricted payments; prepay subordinated indebtedness; and enter into sale and leaseback arrangements. The Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 4.50:1.00 or less and an Interest Coverage Ratio (as defined in the Revolving Credit Facility) equal to or greater than 2.50 to 1.00. We were in compliance with all financial ratios and tests at March 31, 2020. We had $560.0 million of borrowings outstanding under the Revolving Credit Facility at March 31, 2020. We had $183.5 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit, at March 31, 2020, all of which was available for future borrowings based on our current Leverage Ratio.

The Revolving Credit Facility has a $40.0 million letter of credit facility. The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility) plus a one-time letter of credit fee to the issuing bank of such letters of credit in an amount equal to 0.125% of the initial stated amount. At March 31, 2020, we had $6.5 million of outstanding letters of credit. We have also provided an irrevocable stand-by letter of credit for any borrowings made by our Joint Venture under its credit facility. The Joint Venture has not had any borrowings under the credit facility during the last two fiscal years; therefore, we have not issued any letters of credit during fiscal 2020 and 2019.

TERM LOAN

On December 20, 2019, we entered into a term loan credit agreement (the Term Loan Agreement) establishing a $665.0 million term loan facility which we used to pay a portion of the purchase price for the Kosmos Acquisition and fees and expenses incurred in connection with the Kosmos Acquisition in March 2020. On April 9, 2020, we amended the Term Loan Agreement and extended the maturity date thereof to August 2, 2022, and modified certain other provisions, as noted below, that are similar to those provisions in the Revolving Credit Agreement as set forth above.

Borrowings under the Term Loan Agreement bear interest, at our option, at a variable rate equal to either (i) the Alternate Base Rate (as defined in the Term Loan Agreement and consistent with the Revolving Credit Facility), plus an agreed spread (ranging from 50 to 150 basis points), or (ii) the Adjusted LIBO Rate (as defined in the Term Loan Agreement) plus an agreed spread (ranging from 150 to 250 basis points), which is established quarterly based on the Company's then Leverage Ratio (as defined in the Term Loan Agreement and consistent with the Revolving Credit Facility). The Company must also maintain a Leverage Ratio and Interest Coverage Ratio consistent with the Revolving Credit Facility.

4.500% Senior Unsecured Notes Due 2026

On August 2, 2016, the Company issued $350.0 million aggregate principal amount of 4.500% senior notes (Senior Unsecured Notes) due August 2026. Interest on the Senior Unsecured Notes is payable semi-annually on February 1 and August 1 of each year until all outstanding notes are paid. The Senior Unsecured Notes rank equal to existing and future senior indebtedness, including the Revolving Credit Facility and Term Loan. On or after August 1, 2019, and prior to August 1, 2021, we may redeem some or all of the Senior Unsecured Notes at a price equal to 100% of the principal amount, plus a make-whole premium. Beginning August 1, 2021, we may redeem some or all of the Senior Unsecured Notes at the redemption prices set forth below (expressed as a percentage of the principal amount being redeemed):

 

 

 

Percentage

 

2021

 

 

102.25

%

2022

 

 

101.50

%

2023

 

 

100.75

%

2024 and thereafter

 

 

100.00

%

 

The Senior Unsecured Notes contain covenants that limit our ability and/or our guarantor subsidiaries' ability to create or permit existence of certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. The Company’s Senior Unsecured Notes are fully, unconditionally, jointly, and severally guaranteed by each of our subsidiaries that are guarantors under the Revolving Credit Facility and Term Loan. See Footnote (O) of the Notes to Consolidated Financial Statements for more information on the guarantors of the Senior Unsecured Notes.

Private Placement Senior Unsecured Notes

On October 2, 2019, we paid $36.5 million to retire the remaining notes due under the Private Placement Senior Unsecured Notes.

Other Information

We lease one of our cement plants from the city of Sugar Creek, Missouri. The city of Sugar Creek issued industrial revenue bonds to partly finance improvements to the cement plant. The lease payments due to the city of Sugar Creek under the cement plant lease, which was entered into upon the sale of the industrial revenue bonds, are equal in amount to the payments required to be made by the city of Sugar Creek to the holders of the industrial revenue bonds. Because we hold all outstanding industrial revenue bonds, no debt is reflected on our financial statements in connection with our lease of the cement plant. Upon expiration of the lease in fiscal 2021, we have the option to purchase the cement plant for a nominal amount.