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Debt and Financing Arrangements
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt and Financing Arrangements

Note 9. Debt and Financing Arrangements

In 2018, we amended and restated our primary financing arrangement, the $400 million unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc. and Bank of America, N.A., as administrative agent and bank, and other participating banks. The 2018 credit facility amends and restates our credit agreement (prior to being amended and restated by the 2018 credit facility, the “2014 credit facility”), dated as of July 28, 2014, as amended by the First Amendment to credit agreement, dated as of April 10, 2015, and as amended by the Second Amendment to credit agreement, as filed on November 3, 2015. The 2018 credit facility extends the maturity date from 2019 to 2023, continues to provide for a $400 million revolving loan commitment, improves our borrowing margin related to leverage ratio and increases the flexibility of certain covenant baskets, as compared to the 2014 credit facility. In connection with our 2018 credit facility, we incurred approximately $1.1 million of financing costs during the second quarter of 2018, which have been deferred as other assets on our Consolidated Balance Sheets, and are being amortized as interest expense on a straight line basis over the term of the 2018 credit facility.  

In the third quarter of 2018, we entered into an unsecured $20 million line of credit with a bank participating in our 2018 credit facility. This line of credit will be used to support our short-term funding requirements of payroll client fund obligations due to the investment of client funds, rather than liquidating client funds that have already been invested in available-for-sale securities. Refer to Note 6, Financial Instruments, for further discussion regarding these investments. The line of credit, which terminates August 16, 2019, did not have a balance outstanding at December 31, 2018. Borrowings under the line of credit bear interest at the prime rate.

The 2018 credit facility provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases. The balance outstanding under the 2018 credit facility and the 2014 credit facility was $135.5 million and $178.5 million at December 31, 2018 and December 31, 2017, respectively. Rates for the years ended December 31, 2018 and 2017 were as follows (includes bank debt and interest rate swaps):

 

 

 

2018

 

 

2017

 

Weighted average rates

 

3.08%

 

 

2.72%

 

Range of effective rates

 

2.12% - 5.50%

 

 

2.19% - 4.75%

 

 

Availability - We have approximately $255.5 million of available funds under the 2018 credit facility at December 31, 2018, based on the terms of the commitment. Available funds under the credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the credit facility, and are reduced by letters of credit, performance guarantees, other indebtedness and outstanding borrowings under the credit facility. Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the credit facility.

Debt Covenant Compliance - The 2018 credit facility is subject to certain financial covenants that may limit our ability to borrow up to the total commitment amount. Covenants require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum fixed charge coverage ratio. We are in compliance with all covenants.

Debt Covenant Restrictions - The credit facility also places restrictions on our ability to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity.

The credit facility limits our ability to make dividend payments. Historically, we have not paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. Our Board of Directors has discretion over the payment and level of dividends on common stock, subject to the limitations of the credit facility and applicable law. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated.

 

Interest Expense - For the years ended December 31, 2018, 2017 and 2016, we recognized interest expense as follows (in thousands):

 

 

 

2018

 

 

2017

 

 

2016

 

Credit facility (1)

 

$

6,645

 

 

$

6,675

 

 

$

6,585

 

2006 Notes (2)

 

 

 

 

 

 

 

 

8

 

Balance at December 31

 

$

6,645

 

 

$

6,675

 

 

$

6,593

 

 

 

(1)

Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees and line of credit fees.

(2)

We redeemed the remaining 3.125% Convertible Senior Subordinated Notes during the second quarter of 2016 under an optional early redemption provision.