Quarterly report pursuant to Section 13 or 15(d)

Long-Term Debt

v3.10.0.1
Long-Term Debt
6 Months Ended
Jun. 30, 2018
Long-Term Debt [Abstract]  
Long-Term Debt

NOTE 6.  LONG-TERM DEBT



Long-term debt as of June 30, 2018 and December 31, 2017, was as follows:







 

 

 

 

 

 



 

June 30, 2018

 

December 31, 2017



 

 

 

 

 

 

Revolving credit facility (a)

 

$

16,000 

 

$

20,842 

Capital lease

 

 

104 

 

 

 -



 

 

16,104 

 

 

20,842 

Less current portion

 

 

(40)

 

 

 -



 

$

16,064 

 

$

20,842 



(a)

As of June 30, 2018, the Company had drawn $16,000 on amounts available under the Credit Agreement (as defined below).



On June 27, 2018, the Company, Black Diamond Equipment, Black Diamond Retail, Inc., Sierra (collectively with the Company, the “Borrowers”) and the other loan parties party thereto (together with the Borrowers, the “Loan Parties”) entered into an asset based revolving Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. Each of the Loan Parties, other than the Company, is a direct or indirect subsidiary of the Company.



The Credit Agreement provides for a revolving commitment of $75,000 (including up to $5,000 for letters of credit) and matures on June 27, 2022. The Credit Agreement also permits the Borrowers, subject to certain requirements, to arrange with lenders for up to $75,000 of additional revolving commitments (which are currently uncommitted), for a potential aggregate revolving commitment of up to $150,000. The amount of the revolving commitment available for borrowing at any given time is subject to a borrowing base formula that is based upon the Company’s accounts receivable, inventory and intellectual property.



The obligations of each Loan Party under the Credit Agreement are unconditionally guaranteed by each other Loan Party. All obligations under the Credit Agreement, and the guarantees of those obligations (as well as banking services obligations and certain swap agreements), are secured by the accounts receivable, inventory, intellectual property and certain other assets of the Loan Parties pursuant to the Pledge and Security Agreement, dated June 27, 2018, by and among the Loan Parties and JPMorgan Chase Bank, N.A., as administrative agent.



The Borrowers may elect to have the revolving loans under the Credit Agreement bear interest at either (a) in the case of “CBFR” borrowings, a rate generally equal to the London Interbank Offered Rate (“LIBOR”) for an interest period of one month, subject to a 0.00% floor, or (b) in the case of “Eurodollar” borrowings, a rate generally equal to an adjusted LIBOR for the interest period relevant to such borrowing, subject to a 0.00% floor, plus, in each such case, an applicable rate generally ranging from 1.50% to 2.20% per annum. The applicable rate was initially 1.50% per annum, however, it may be adjusted from time to time primarily based upon the achievement of a specified fixed charge coverage ratio, and also based upon the type of assets that generate availability under the borrowing base formula. The Credit Agreement also requires the Borrowers to pay a commitment fee on the unused portion of the revolving commitment. Such commitment fee will range between 0.25% and 0.375% per annum, based upon the average percentage of the revolving commitment that is used in each month of the fiscal year.



The Credit Agreement contains customary affirmative and negative covenants, including limitations on the ability of the Company and its subsidiaries to perform the following, subject to certain customary exceptions, qualifications and “baskets”: (i) incur additional debt; (ii) create liens; (iii) engage in mergers, consolidations, liquidations or dissolutions other than in certain permitted instances as described in the Credit Agreement; (iv) substantially change the business conducted by the Company and its subsidiaries (v) make certain investments, loans, advances, guarantees and acquisitions other than in certain permitted instances as described in the Credit Agreement; (vi) sell assets; (vii) pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled; (viii) prepay other indebtedness; (ix) engage in certain transactions with affiliates; (x) enter into agreements that restrict dividends from subsidiaries or the ability of subsidiaries to grant liens upon their assets; (xi) amend certain charter documents and material agreements governing subordinated indebtedness; and (xii) sell, assign, transfer, encumber or license certain intellectual property without the prior written consent of the administrative agent.



On June 27, 2018, concurrent with entering into the Credit Agreement, the Company terminated its revolving credit agreement (the “Terminated Credit Agreement”) and promissory note (the “Terminated Promissory Note”) with ZB, N.A. dba Zions First National Bank.  The Terminated Credit Agreement provided a $40,000 revolving credit facility pursuant to the Terminated Promissory Note.  The Company satisfied in full the outstanding balance of $16,199 as of June 27, 2018 through borrowings on the Credit Agreement.