Debt

12 Months Ended

Mar. 31, 2020

Consolidated long-term debt of the Company consisted of the following:



	March 31,
	2020			2019
Term loan	259,350			310,463
Unamortized deferred financing costs, net	(8,044		)	(10,143		)
Total debt	251,306			300,320
Less: current portion	4,450			65,000
Total debt, less current portion	$	246,856		$	235,320

On January 31, 2017 the Company entered into a Credit Agreement ("Credit Agreement") and $545,000,000 of debt facilities ("Facilities") in connection with the STAHL acquisition. The Facilities consist of a Revolving Facility ("Revolver") in the amount of $100,000,000 and a $445,000,000 1st Lien Term Loan ("Term Loan"). The Term Loan has a seven-year term maturing in 2024 and the Revolver has a five-year term maturing in 2022. At March 31, 2020 the Company has not drawn from the Revolver.

The key terms of the agreement are as follows:

•

Term Loan: An aggregate $445,000,000 1st Lien Term Loan which requires quarterly principal amortization of 0.25% with the remaining principal due at maturity date. In addition, if the Company has Excess Cash Flow ("ECF") as defined in the Credit Agreement, the ECF Percentage of the Excess Cash Flow for such fiscal year minus optional prepayment of the Loans (except prepayments of Revolving Loans that are not accompanied by a corresponding permanent reduction of Revolving Commitments) pursuant to Section 2.10(a) of the Credit Agreement other than to the extent that any such prepayment is funded with the proceeds of Funded Debt, shall be applied toward the prepayment of the Term Loan. The ECF Percentage is defined as 50% stepping down to 25% or 0% based on the Secured Leverage Ratio as of the last day of the fiscal year.


•	Revolver: An aggregate $100,000,000 secured revolving facility which includes sublimits for the issuance of standby letters of credit, swingline loans and multi-currency borrowings in certain specified foreign currencies.


•	Fees and Interest Rates: Commitment fees and interest rates are determined on the basis of either a Eurocurrency rate or a Base rate plus an applicable margin based upon the Company's Total Leverage Ratio (as defined in the Credit Agreement).

•

Prepayments: Provisions permitting a Borrower to voluntarily prepay either the Term Loan or Revolver in whole or in part at any time, and provisions requiring certain mandatory prepayments of the Term Loan or Revolver on the occurrence of certain events which will permanently reduce the commitments under the Credit Agreement, each without premium or penalty, subject to reimbursement of certain costs of the Lenders. A prepayment premium of 1% of the principal amount of the First Lien Term Loans is required if the prepayment is associated with a Repricing Transaction and it were to occur within the first twelve months.

•

Covenants: Provisions containing covenants required of the Corporation and its subsidiaries including various affirmative and negative financial and operational covenants. The key financial covenant is triggered only on any date when any Extension of Credit under the Revolving Facility is outstanding (excluding any Letters of Credit) (the “Covenant Trigger”), and permits the Total Leverage Ratio for the Reference Period ended on such date to not exceed (i) 4.50:1.00 as of any date of determination prior to December 31, 2017, (ii) 4.00:1.00 as of any date of determination on December 31, 2017 and thereafter but prior to December 31, 2018, (iii) 3.50:1.00 as of any date of determination on December 31, 2018 and thereafter but prior to December 31, 2019 and (iv) 3.00:1.00 as of any date of determination on December 31, 2019 and thereafter. As there is no amount drawn on the Revolver as of March 31, 2020 the requirement to comply with the covenant is not triggered. Had we been required to determine the covenant ratio we would have been in compliance with the covenant provisions as of March 31, 2020 and 2019.

The Facility is secured by all U.S. inventory, receivables, equipment, real property, certain subsidiary stock (limited to 65% of non-U.S. subsidiaries) and intellectual property. The Credit Agreement allows the declaration of dividends, but limits our ability to pay dividends.

On February 26, 2018, the Company amended the Credit Agreement (known as the "Amended Credit Agreement"). The Amended Credit Agreement has the same terms mentioned above except for a reduction in interest rates. The applicable rate for the repriced term loan was reduced from 3.00% to 2.50%. The Company accounted for the Amended Credit Agreement as a debt modification, therefore, debt repricing fees incurred in fiscal 2018 were expensed as General and Administrative expenses and the deferred financing fees incurred as part of the Credit Agreement (discussed below) remain unchanged.

The outstanding balance of the Term Loan was $259,350,000 and $310,463,000 as of March 31, 2020 and 2019, respectively. The Company made $51,113,000 of principal payment on the Term Loan during fiscal 2020 and $65,000,000 of principal payment on the Term Loan during fiscal 2019. The Company is obligated to make $4,450,000 of principal payments over the next 12 months. As previously discussed, in response to COVID-19 the Company is seeking to take all appropriate measures to protect the cash flow and liquidity of the Company. As such, only the required principal amount has been recorded within the current portion of long-term debt on the Company's Consolidated Balance Sheet with the remaining balance recorded as long-term debt.

There was $0 outstanding on the Revolving Credit Facility and $16,752,000 outstanding letters of credit as of March 31, 2020. The outstanding letters of credit at March 31, 2020 consisted of $898,000 in commercial letters of credit and $15,854,000 of standby letters of credit. Subsequent to March 31, 2020, the Company drew $25,000,000 from the Revolver for liquidity and working capital purposes.

The gross balance of deferred financing costs on the term loan was $14,690,000 as of March 31, 2020 and 2019. The accumulated amortization balances were $6,645,000 and $4,547,000 as of March 31, 2020 and 2019, respectively.

The gross balance of deferred financing costs associated with the Revolving Credit Facility is included in Other assets is $2,789,000 as of March 31, 2020 and March 31, 2019. The accumulated amortization balance is $1,766,000 and $1,209,000 as of March 31, 2020 and March 31, 2019 respectively. These balances are classified in Other assets since no funds were drawn on the Revolving Credit Facility in fiscal 2020 and 2019.

The principal payments obligated to be made as of March 31, 2020 on the Term Loan are as follows:



2021	4,450
2022	4,450
2023	4,450
2024	246,000
Thereafter	—
	$	259,350

Non-U.S. Lines of Credit and Loans

Unsecured and uncommitted lines of credit are available to meet short-term working capital needs for certain of our subsidiaries operating outside of the U.S. The lines of credit are available on an offering basis, meaning that transactions under the line of credit will be on such terms and conditions, including interest rate, maturity, representations, covenants, and events of default, as mutually agreed between our subsidiaries and the local bank at the time of each specific transaction. As of March 31, 2020, unsecured credit lines totaled approximately $2,428,000, of which $0 was drawn. In addition, unsecured lines of $14,160,000 were available for bank guarantees issued in the normal course of business of which $9,958,000 was utilized.