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Note 17 - Subsequent Events | 3 Months Ended
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Apr. 01, 2023
Notes to Financial Statements |
Subsequent Events [Text Block] | 17. Subsequent Events Amendment and Restatement of Credit Facility On April 24, 2023, the Company and all of its subsidiaries (collectively, the “Borrowers”) entered into a Fourth Amended and Restated Loan Agreement (the “Fourth Amended and Restated Loan Agreement”) with Citizens Bank, N.A., as lender (in such capacity, the “Lender”) and as administrative agent and arranger (in such capacity, the “Administrative Agent”), to amend and restate in its entirety that certain Third Amended and Restated Agreement dated as of the August 9, 2018 (as the same has been amended and modified prior to the date hereof, the “Existing Loan Agreement”). Capitalized terms used but not defined in this description shall have the respective meanings given to such terms in the Fourth Amended and Restated Loan Agreement. Under the Fourth Amended and Restated Loan Agreement, the total commitment remains at $45.0 million, and permits the Borrowers to request the issuance of trade and standby letters of credit thereunder. The Fourth Amended and Restated Loan Agreement has a maturity date of April 24, 2026. Borrowings under the Fourth Amended and Restated Loan Agreement remain collateralized with substantially all of the Company’s assets, as well as the capital stock of its subsidiaries. Borrowings under the Fourth Amended and Restated Loan Agreement bear interest at one of two alternative rates, as selected by the Company at each incremental borrowing. These alternatives are: (i) SOFR (the secured overnight financing rate as published by the Federal Reserve Bank of New York), plus applicable margin, or (ii) an Alternate Base Rate, which shall mean for any day, a rate per annum equal to the greatest of (a) the prime rate, as announced by the Administrative Agent, in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% per annum and (c) the Daily SOFR Rate on such day plus 1.00% per annum, provided that the alternate base rate shall at no time be less than the Floor. The amount of the spread depends on the ratio of consolidated funded debt to consolidated EBITDA (which, for purposes of the Fourth Amended and Restated Loan Agreement, is defined as the sum of (i) consolidated net income (excluding any realized gains or losses from foreign exchange transactions) before interest, income taxes, depreciation and amortization, (ii) non-cash charges (including, but not limited to, any write-offs of goodwill), and (iii) the net loss if any (expressed as a positive number) arising solely from Permitted Asset or Stock Sales (as defined in the Fourth Amended and Restated Loan Agreement) up to an amount, which when added to other net losses previously recognized under clause (iii) does not exceed $5,000,000.00 in the aggregate, with the Company permitted to add back up to $1,000,000 in the aggregate of consulting expenses for analyzing tax credits for research and development costs and 179D energy savings tax credits on a rolling four quarter basis. The Fourth Amended and Restated Loan Agreement contains certain affirmative and negative covenants including limitations on specified levels of consolidated leverage and consolidated fixed charges, and includes limitations on, among other things, dividends, liens, mergers, consolidations, sales of assets, incurrence of debt and capital expenditures. We are also required to pay a monthly unused facility fee on the amount of the Fourth Amended and Restated Loan Agreement not drawn which ranges from 10 to 22.5 basis points, depending upon the ratio of consolidated funded debt to consolidated EBITDA. Upon the occurrence of an event of default under the Fourth Amended and Restated Loan Agreement, such as non-payment or failure to observe specific covenants, the Lender would be entitled to declare all amounts outstanding under the Fourth Amended and Restated Loan Agreement immediately due and payable. This description of the Fourth Amended and Restated Loan Agreement is only a summary and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Loan Agreement, which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2023. Repurchases of Common Stock On April 24, 2023, the Company entered into an agreement for the repurchase, in a private transaction approved by the Board, of 333,686 shares of common stock at a per share price equal to $11.91. On April 25, 2023, the Board authorized an additional program to repurchase shares of its common stock up to an amount not to exceed $25.0 million. This newly approved program succeeds the Company’s prior repurchase program approved in November 2021, which was substantially completed in April 2023. The program is designed to provide the Company with enhanced flexibility over the long term to optimize its capital structure. Shares of the Common Stock may be repurchased in the open market or through negotiated transactions. The program may be terminated or suspended at any time at the discretion of the Company. The Company may in the future enter into a Rule 10b5-1 trading plan to effect a portion of the authorized purchases, if criteria set forth in the plan are met. Such a plan would enable the Company to repurchase its shares during periods outside of its normal trading windows, when the Company typically would not be active in the market. For the period subsequent to April 1, 2023 and through May 9, 2023, the Company purchased 595,910 total shares of the Company’s common stock as part of its Treasury Stock Repurchase Program, inclusive of the 333,686 shares purchased in a private transaction, at an average price of $11.92, totaling $7.1 million. As of May 9, 2023, the Company has $23.9 million available for future treasury stock purchases.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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