XML 34 R13.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Long-Term Debt | 12 Months Ended
--- | ---
Dec. 31, 2017
Long-Term Debt [Abstract] |
Long-Term Debt | NOTE 7. LONG-TERM DEBT ﻿ Long-term debt, net as of December 31, 2017 and December 31, 2016, was as follows: ﻿ ﻿
﻿ |  |  |  |  |  |
﻿ |  | December 31,
﻿ |  | 2017 |  | 2016
﻿ |  |  |  |  |  |
﻿Revolving credit facility (a) |  | $ | 20,842 |  | $ | -
﻿5% Senior Subordinated Notes due 2017 (b) |  |  | - |  |  | 22,610
﻿Term note (c) |  |  | - |  |  | 102
﻿Unamortized discount |  |  | - |  |  | (814)
﻿ |  |  | 20,842 |  |  | 21,898
﻿Less current portion |  |  | - |  |  | (21,898)
﻿ |  | $ | 20,842 |  | $ | -
﻿
| (a) |  | As of December 31, 2017, the Company had drawn $20,842 on a $40,000 revolving credit facility with ZB, N.A. dba Zions First National Bank with a maturity date of August 21, 2022.
﻿ In conjunction with the acquisition of Sierra, on August 21, 2017, the Company together with its direct and indirect domestic subsidiaries entered into a third amended and restated loan agreement (the “Third Amended and Restated Loan Agreement”) with ZB, N.A. dba Zions First National Bank (the “Lender”), which matures on August 21, 2022. Under the Third Amended and Restated Loan Agreement, the Company has up to a $40,000 revolving line of credit (the “Revolving Line of Credit”) pursuant to a fourth amended and restated promissory note (revolving loan) (the “Revolving Line of Credit Promissory Note”). The maximum borrowing of $40,000 (the “Maximum Borrowing”) under the Revolving Line of Credit reduces by $1,250 per quarter until such time as the maximum borrowing amount is $20,000, provided, that the Company may request an increase of up to $20,000 as an accordion option (the “Accordion”) to increase the Revolving Line of Credit up to the Maximum Borrowing on a seasonal or permanent basis for funding general corporate needs including working capital, capital expenditures, permitted loans or investments in subsidiaries, and the issuance of letters of credit. Availability under the Revolving Line of Credit may not exceed $30,000 unless the Company has sufficient eligible receivable, inventory and equipment assets at such time pursuant to formulas set forth in the Third Amended and Restated Loan Agreement. ﻿ All debt associated with the Third Amended and Restated Loan Agreement bears interest at one-month London Interbank Offered Rate (“LIBOR”) plus an applicable margin as determined by the ratio of Total Net Debt (subject to adjustments as set forth in the Third Amended and Restated Loan Agreement) to Trailing Twelve Month Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as follows: (i) one month LIBOR plus 4.00% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 2.75; (ii) one month LIBOR plus 3.00% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 2.00 and less than 2.75; (iii) one month LIBOR plus 2.00% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 1.00 and less than 2.00; and (iv) one month LIBOR plus 1.5% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is less than 1.00. ﻿ Any amount outstanding under the Third Amended and Restated Loan Agreement will be secured by a general first priority Uniform Commercial Code (“UCC”) security interest in all material domestic assets of the Company and its domestic subsidiaries, including, but not limited to: accounts, accounts receivable, inventories, equipment, real property, ownership in subsidiaries, and intangibles including patents, trademarks and copyrights. Proceeds of the foregoing will be secured via pledge and control agreements on domestic depository and investment accounts not held with the Lender. ﻿ The Third Amended and Restated Loan Agreement contains certain financial covenants including restrictive debt covenants that require the Company and its subsidiaries to maintain a minimum fixed charge coverage ratio, a maximum total leverage ratio, a minimum net worth, a positive amount of asset coverage and limitations on capital expenditures, all as calculated in the Third Amended and Restated Loan Agreement. ﻿ In addition, the Third Amended and Restated Loan Agreement contains covenants restricting the Company and its subsidiaries from pledging or encumbering their assets, with certain exceptions, and from engaging in acquisitions other than acquisitions permitted by the Third Amended and Restated Loan Agreement. The Third Amended and Restated Loan Agreement contains customary events of default (with grace periods where customary) including, among other things, failure to pay any principal or interest when due; any materially false or misleading representation, warranty, or financial statement; failure to comply with or to perform any provision of the Third and Restated Loan Agreement; and default on any debt or agreement in excess of certain amounts. ﻿
| (b) |  | In connection with the Company’s acquisition of Gregory on May 2010, $22,056 and $554 in subordinated notes were issued to the Gregory Stockholders. The notes have a seven year term, 5% stated interest rate payable quarterly, and are prepayable at any time. Given the below market interest rate for comparably secured notes and the relative illiquidity of the notes, we discounted the notes to $13,127 and $316, respectively, at date of acquisition. We accreted the discount on the notes to interest expense using the effective interest method over the term of the notes. During February 2017, the Company’s Board of Directors approved the repayment of the Merger Consideration Subordinated Notes. On February 13, 2017, the entire principal amount and all accrued interest were paid in full. During the years ended December 31, 2017, 2016 and 2015, $814, $1,768 and $1,537, respectively, of the discounts were accreted and recorded as interest expense in the accompanying statements of comprehensive income (loss).
﻿
| (c) |  | The term loan was payable to a government entity with an interest rate of 0.75% and no monthly installments. During the year ended December 31, 2017, the entire principal amount and all accrued interest were paid in full.
﻿ The aggregate maturities of the revolving credit facility for the years subsequent to December 31, 2017 are as follows: ﻿ ﻿
﻿ |  |  |
﻿2018 |  | $ | -
﻿2019 |  |  | -
﻿2020 |  |  | -
﻿2021 |  |  | -
﻿2022 |  |  | 20,842
﻿Thereafter |  |  | -
﻿Total future long-term debt payments |  |  | 20,842
﻿Less amount representing debt discounts |  |  | -
﻿Total carrying amount of long-term debt |  |  | 20,842
﻿Less current portion |  |  | -
﻿Long-term debt obligations |  | $ | 20,842
﻿ |  |  |
﻿

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for long-term debt. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration