Annual report pursuant to Section 13 and 15(d)

Credit Facilities

v3.10.0.1
Credit Facilities
12 Months Ended
Dec. 29, 2018
Debt Disclosure [Abstract]  
CREDIT FACILITIES

9.  CREDIT FACILITIES

Total long-term non-revolving debt consists of the following:

 

Maturity Date

 

December 29, 2018

 

Long-term non-revolving debt:

 

 

 

 

 

Term loan credit facility with PNC Bank

4/3/2023

 

$

96,250

 

Term loan credit facility with Shinhan Bank

3/30/2020

 

 

895

 

Other long-term debt

Various

 

 

838

 

Total long-term non-revolving debt

 

 

 

97,983

 

Less: current portion of long-term non-revolving debt

 

 

 

5,215

 

Less: unamortized debt issuance costs

 

 

 

1,048

 

Total long-term non-revolving debt, net

 

 

$

91,720

 

Information on the Company's revolving credit facilities is as follows:

 

 

 

Balance

 

 

Available credit

 

 

Maturity Date

 

December 29, 2018

 

 

December 30, 2017

 

 

December 29, 2018

 

 

December 30, 2017

 

Revolving credit facilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line of credit with PNC

4/3/2023

 

$

255,750

 

 

$

116,000

 

 

$

144,250

 

 

$

184,000

 

Revolving line of credit with NAB

1/31/2019

 

 

 

 

 

 

 

 

2,155

 

 

 

 

Total revolving credit facilities

 

 

$

255,750

 

 

$

116,000

 

 

$

146,405

 

 

$

184,000

 

Future maturities of total debt are as follows:

 

Year:

 

 

 

2019

$

5,460

 

2020

 

7,281

 

2021

 

7,655

 

2022

 

8,833

 

2023

 

324,504

 

 

$

353,733

 

On April 1, 2018, the Company entered into an amendment to its credit agreement with PNC Bank, National Association, as administrative agent, and the lenders party thereto. The amendment increased the revolving credit facility up to an aggregate maximum principal amount of $400,000, up from $300,000 under the original agreement, added a new term loan credit facility in an aggregate principal amount of $100,000, and increased the accordion feature to permit the increase of the Amended and Restated Facility by up to an additional $200,000. Borrowings under the line of credit bear interest at defined rates plus an applicable margin based on the Company’s leverage ratio. The agreement requires quarterly term loan payments of $1,250. The required payments increase to $1,875 in July 2020, and $2,500 in July 2022, with the balance due on the maturity date.

The amendment was entered into contemporaneously with the transfer of substantially all of the Company’s historical net operating assets of the Sun Hydraulics brand entities to the Company’s wholly-owned subsidiary, Sun Hydraulics, LLC, a newly-formed Florida limited liability company, and in preparation for the acquisition of Faster. Sun Hydraulics, LLC was added as an additional guarantor of the amended facility.  In addition, Sun Hydraulics, LLC joined the existing Security Agreement between the Company, Enovation Controls and PNC Bank, for the benefit of the lenders, granting a security interest in substantially all of their respective assets.

The credit agreement requires the Company to comply with a number of restrictive covenants. These covenants limit, in certain circumstances, the Company’s ability to take a variety of actions, including but not limited to: incur indebtedness; create or maintain liens on its property or assets; make investments, loans and advances; repurchase shares of its common stock; engage in acquisitions, mergers, joint ventures, consolidation and asset sales; and pay dividends and distributions.

The line of credit is guaranteed by the Company’s U.S. domestic subsidiaries and requires any future U.S. domestic subsidiaries to join as guarantors. In addition, the line of credit is required to be secured by substantially all of the assets of the Company and its current and future U.S. domestic subsidiaries of the Company. Accordingly, (i) the Company entered into a security agreement granting a security interest in substantially all of its respective assets; (ii) the Company entered into a pledge agreement granting a security interest in certain equity ownership in certain of its subsidiaries, and (iii) the Company and/or certain of its subsidiaries entered into certain other additional agreements further granting security interests in certain specific assets, including intellectual property rights, in each case to secure amounts borrowed under the credit agreement.

The Faster acquisition was completed on April 5, 2018, at which time the Company borrowed $258,000 on the revolving credit facility and executed the term loan. The interest rate in effect on this credit agreement at December 29, 2018 was 4.51%. Interest expense recognized on this credit agreement during the year ended December 29, 2018, December 30, 2017 and December 31, 2016 was $12,799, $4,082 and $483, respectively. As of December 29, 2018, the Company was in compliance with all debt covenants related to the credit agreement.

On March 30, 2018, the Company entered into a credit agreement with Shinhan Bank that provides a term loan of 1,000,000 Korean won. The proceeds from the term loan were used to fund the construction of the new production facility in South Korea. The loan matures in March 2020, at which time the full amount will become due.  Interest is charged at a one-year variable rate, 2.05% as of December 29, 2018.  

The Company has a revolving line of credit with National Australia Bank which is primarily used to meet short-term working capital requirements. The agreement allows for maximum borrowings of 3,000 Australian dollars. Interest is payable monthly at the daily interest rate plus a fixed margin of 1.6%, 5.6% as of December 29, 2018. Principal and interest are due on the maturity date. The loan is secured by assets of Custom Fluidpower.

The Company’s other long-term debt primarily consists of auto loans payable to National Australia Bank. Principal and interest payments are due monthly. The loans mature at various dates through June 2023. Interest is charged at various rates ranging from 3.9% to 5.1%.