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Note F - Long-term Debt
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Long-Term Debt [Text Block]

Note F — Long-Term Debt

 

Credit Facility

 

As of March 31, 2023 and December 31, 2022, we had $0 million of borrowings outstanding under the New Credit Facility (as defined below). 

 

As of March 31, 2023 and December 31, 2022, we had letters of credit outstanding in the amount of $0.8 million.  No amounts were drawn against these letters of credit at March 31, 2023.  These letters of credit exist to support insurance programs relating to worker’s compensation, automobile, and general liability.

 

As of  March 31, 2023, we had the ability to borrow $24.2 million under the New Credit Facility.

  

On April 17, 2017, we entered into a secured credit facility with Texas Capital Bank, N.A (“Texas Capital Bank”), that provided a $20.0 million revolving credit facility (the “Old Texas Capital Credit Facility”) and for letters of credit issued by Texas Capital Bank up to $5.0 million. Over the term of the old Texas Capital Credit Facility, we entered into a number of amendments to extend the term and reduce the borrowing capacity.  The Old Texas Capital Credit Facility was secured by substantially all of the Company’s and its material domestic subsidiaries’ assets. The Old Texas Capital Credit Facility was guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for Harte Hanks by certain members of the Shelton family (descendants of one of our founders).  The Old Texas Capital Credit Facility was secured by substantially all our assets and was guaranteed by HHS Guaranty, LLC ("HHS").  Under the Old Texas Capital Credit Facility, we were permitted to elect to accrue interest on outstanding principal balances at either LIBOR plus 1.95% or prime plus 0.75%. Unused commitment balances accrued interest at 0.50%. We were required to pay a quarterly fee of 0.50% of the value of the collateral HHS pledged to secure the facility as consideration for the guarantee.

 

On December 21, 2021, the Company entered into a new three-year, $25.0 million asset-based revolving credit facility (the "New Credit Facility") with Texas Capital Bank.  The Company’s obligations under the New Credit Facility are guaranteed on a joint and several basis by the Company’s material subsidiaries (the “Guarantors”).   The New Credit Facility is secured by substantially all of the assets of the Company and the Guarantors pursuant to a Pledge and Security Agreement, dated as of December 21, 2021, among the Company, Texas Capital Bank and the other grantors party thereto (the "Security Agreement").

 

The New Credit Facility is subject to certain covenants restricting the Company's and its subsidiaries' ability to create, incur, assume or become liable for indebtedness; make certain investments; pay dividends or repurchase the Company's stock; create, incur or assume liens; consummate mergers or acquisitions; liquidate, dissolve, suspend or cease operations; or modify accounting or tax reporting methods (other than as required by U.S. GAAP).  The Company was in compliance with all of the requirements as of March 31, 2023.

 

The loans under the New Credit Facility accrue interest at a variable rate equal to the Bloomberg Short-Term Bank Yield Index Rate plus a margin of 2.25% per annum. The interest rate was 6.81% as of March 31, 2023. The outstanding amounts advanced under the New Credit Facility are due and payable in full on December 21, 2024.  Unused commitment balances accrued fees at a rate of 0.25%.

 

In connection with entering into the New Credit Facility, the Company and Texas Capital Bank terminated the Old Texas Capital Credit Facility. Prior to termination of the Old Texas Capital Credit Facility, the Company used cash on hand to pay down $12.1 million outstanding under the Old Texas Capital Credit Facility and the remaining $5.0 million of loans outstanding under the Old Texas Capital Credit Facility were deemed to be outstanding under the New Credit Facility. Unlike the Old Texas Capital Credit Facility, Texas Capital Bank did not require the New Credit Facility to be guaranteed by HHS.

 

Cash payments for interest were $138 thousand and $97 thousand for the three months ended March 31, 2023 and 2022, respectively.