XML 29 R18.htm IDEA: XBRL DOCUMENT v3.21.2
Long-term debt, net of deferred loan fees
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Long-term debt, net of deferred loan fees

10. Long-term debt, net of deferred loan fees — The Company has a revolving line of credit that is shown as long-term debt in the Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020. The Company has no short-term debt as of September 30, 2021 and December 31, 2020. The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

September 30, 2021

 

 

December 31, 2020

 

Revolving line of credit

 

$

137,300

 

 

$

107,900

 

Deferred loan fees

 

 

(972

)

 

 

(458

)

Net long-term debt

 

$

136,328

 

 

$

107,442

 

 

The Company’s main bank is Bank of the West, a wholly owned subsidiary of the French bank, BNP Paribas. Bank of the West has been the Company’s bank for more than 30 years and is the syndication manager for the Company’s loans.  

The Company and certain of its affiliates are parties to a revolving line of credit agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Borrower Agent (including the Company and AMVAC BV), as  Borrowers, on the one hand, and a group of commercial lenders led by Bank of the West as administrative agent, documentation agent, syndication agent, collateral agent, sole lead arranger and book runner, on the other hand. The Credit Agreement consists of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and has a maturity date of August 5, 2026. The Credit Agreement amends and restates the previous credit facility, which had a maturity date of June 30, 2022. With respect to key financial covenants, the Credit Agreement contains two: namely, borrowers are required to maintain a Total Leverage (“TL”) Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 as of September 30, 2024, and a Fixed Charge Coverage Ratio of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15 million or more in any 90-day period, AMVAC may step-up the TL Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters. Acquisitions below $50 million no longer require Agent consent. In light of the maturity date of the Credit Agreement, the Company classifies its revolving line of credit as a non-current liability on the Condensed Consolidated Balance Sheets as of September 30, 2021.

The Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage (“TL”) Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for LIBOR Revolver Loans are payable on the last day of each interest period (either one-, three- or six- months, as selected by the borrower) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date. The interest rate on September 30, 2021 was 1.96%.  

As of September 30, 2021, the Company was compliant with all covenants to its credit agreement. Also, as at September 30, 2021, the Company’s total Funded Debt amounted to $137,300. At that date the Company’s rolling four quarter Consolidated EBITDA (as defined in the Credit Agreement) amounted to $66,364, which results in a leverage ratio of 2.07, as compared to a maximum leverage ratio permitted under the Credit Agreement of 3.5. As of September 30, 2021, the Company had the capacity to increase its borrowings by up to $94,973, according to the terms thereof. This compares to an available borrowing capacity of $44,500 as of September 30, 2020. As of December 31, 2020, the Company had borrowing capacity of $86,736. The level of borrowing capacity is driven by three factors: (1) our financial performance, as measured in EBITDA for both the trailing twelve-month period and proforma basis arising from acquisitions, (2) net borrowings, and (3) the leverage covenant (the TL Ratio).

One of our recent acquisitions, Agrinos, had an existing Paycheck Protection Program (PPP) loan in the amount of $705 as of the date that it was acquired (October 2, 2020), of which $667 in principal and $5 in interest was forgiven by the Small Business Administration on January 7, 2021. Agrinos repaid the remaining outstanding balance on the same day. As a result, the PPP loan was extinguished on January 7, 2021 and the total amount forgiven of $672 was recorded as other income in the Company’s Condensed Consolidated Statement of Operations and represents a non-cash financing activity on the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021.