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Indebtedness
9 Months Ended
Sep. 30, 2015
Indebtedness

8. The Company has a revolving line of credit and two other notes payable that together constitute the short-term and long-term loan balances shown in the condensed consolidated balance sheets at September 30, 2015 and December 31, 2014. These are summarized in the following table:

 

Indebtedness

   September 30, 2015     December 31, 2014  

$000’s

   Long-
  term  
    Short-
  term  
     Total     Long-
term
    Short-
    term    
     Total  

Revolving line of credit

   $ 83,400      $ —         $ 83,400      $ 99,400      $ —         $ 99,400   

Deferred loan fees

     (742     —           (742     (850     —           (850

Notes payable

     —          10,073         10,073        55        71         126   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total indebtedness

   $ 82,658      $ 10,073       $ 92,731      $ 98,605      $ 71       $ 98,676   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

On June 17, 2013, AMVAC Chemical Corporation (“AMVAC”), the Company’s principal operating subsidiary, as borrower, and affiliates (including the Company), as guarantors and/or borrowers, entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with a group of commercial lenders led by Bank of the West (AMVAC’s primary bank) as agent, swing line lender and Letter of Credit (“L/C”) issuer. The facility also includes both AMVAC C.V. (“AMVAC CV”) and AMVAC Netherlands B.V. (“AMVAC BV”), both Dutch subsidiaries, as borrowers. The Credit Agreement supersedes the Amended and Restated Credit Agreement dated as of January 10, 2011. The Credit Agreement is a senior secured lending facility with a five year term and consists of a revolving line of credit with a maximum limit of $200 million and an accordion feature with a maximum limit of $100 million. The actual borrowing capacity under this facility depends upon the Company’s compliance with the key covenants described below. In connection with AMVAC’s entering into the Credit Agreement, all outstanding indebtedness under the previously existing credit agreement was rolled over into the Credit Agreement, including the conversion of term loans into revolving debt.

On July 18, 2014, AMVAC, as borrower, and affiliates (including the Company), as guarantors and/or borrowers, entered into a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) with a group of commercial lenders led by Bank of the West (AMVAC’s primary bank) as agent, swing line lender and L/C issuer. Under the First Amendment, the Consolidated Funded Debt Ratio was increased for the third and fourth quarters of 2014 and the first quarter of 2015, and, further, borrowers were permitted to pay cash dividends to stockholders during the first and second quarters of 2015 notwithstanding prior net income levels.

On April 28, 2015, AMVAC and affiliates (including the Company), as guarantors and/or borrowers, entered into a Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”) with a group of commercial lenders led by Bank of the West (AMVAC’s primary bank) as agent, swing line lender and L/C issuer. Under the Second Amendment, the Consolidated Funded Debt Ratio was increased for the second, third and fourth quarters of 2015.

 

The Company has three key covenants to its senior, secured credit facility with its banking syndicate. The covenants are as follows: (1) the Company must maintain its borrowings below a certain consolidated funded debt ratio (taking into account the Company’s twelve month trailing EBITDA), (2) the Company has a limitation on its annual spending on the acquisition of fixed asset capital additions, and (3) the Company must maintain a certain consolidated fixed charge coverage ratio. As of September 30, 2015 the Company met all covenants in that credit facility.

At September 30, 2015, based on its performance against the most restrictive covenants listed above, the Company had the capacity to increase its borrowings by up to $40,189 under the credit facility agreement. This compares to an available borrowing capacity of $51,156 as of September 30, 2014. The level of borrowing capacity is driven by three factors: (1) our financial performance, as measured in EBITDA for trailing twelve month period, has improved, (2) borrowings have decreased notwithstanding the product line acquisitions completed in the second quarter of 2015 and (3) the leverage covenant (being the number of times EBITDA the Company may borrow under its credit facility agreement) is lower when compared with the earlier period.

During the three month and nine month periods ended September 30, 2014 (and throughout the balance of 2014, terminating on December 31, 2014), the Company had in place one interest rate swap contract. While in place, the interest rate swap contract was accounted for under FASB ASC 815 as a cash flow hedge. The effective portion of the gains or losses on the interest rate swap were reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affected earnings. As a result of the termination of the swap contract, there were no gains or losses in other comprehensive income (“OCI”) related to interest rate swap contracts that were expected to be reclassified to earnings in the coming 12 months.

The following tables illustrate the impact of derivatives on the Company’s statements of operations and comprehensive income for the three months and nine months ended September 30, 2015 and 2014.

The Effect of Derivative Instruments on the Statement of Financial Performance

For the three months ended September 30, 2015 and 2014

 

    Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion)
   

Location of Gain or

(Loss) Reclassified

from Accumulated

  Amount of Gain or (Loss)
Reclassified from Accumulated

OCI into Income
(Effective Portion)
   

Location of Gain or

(Loss) Recognized in

  Amount of Gain or
(Loss)
Recognized
in Income on
Derivative

(Ineffective Portion)
 

Derivatives in ASC 815 Cash Flow

Hedging Relationships

  2015     2014     OCI into Income
  (Effective Portion)  
  2015     2014     Income on Derivative
(Ineffective Portion)
  2015     2014  

Interest rate contracts

  $ —        $ (1   Interest Expense   $ —        $ (146   Interest Expense   $ —        $ —     
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

Total

  $ —        $ (1     $ —        $ (146     $ —        $ —     
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

For the nine months ended September 30, 2015 and 2014

 

    Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion)
   

Location of Gain or

(Loss) Reclassified

from Accumulated

  Amount of Gain or (Loss)
Reclassified from Accumulated
OCI into Income
(Effective  Portion)
   

Location of Gain or

(Loss) Recognized in

  Amount of Gain or
(Loss)
Recognized
in Income on
Derivative
(Ineffective Portion)
 

Derivatives in ASC 815 Cash Flow

Hedging Relationships

  2015     2014     OCI into Income
  (Effective Portion)  
  2015     2014     Income on Derivative
(Ineffective Portion)
  2015     2014  

Interest rate contracts

  $ —        $ (32   Interest Expense   $ —        $ (459   Interest Expense   $ —        $ —     
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

Total

  $ —        $ (32     $ —        $ (459     $ —        $ —