Quarterly report pursuant to Section 13 or 15(d)

Revolving Credit Facility and Long-Term Debt

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Revolving Credit Facility and Long-Term Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Revolving Credit Facility and Long-Term Debt

Note 4 - Revolving Credit Facility and Long-Term Debt

On May 15, 2020, the Company entered into an amended credit agreement (the “Agreement”) with the Bank, which superseded the previous agreement. The Agreement increased the revolving credit line from $33.0 million to $50.0 million; the sublimit for standby letters of credit remains at $8.0 million. At June 30, 2020, $5.8 million of the sublimit for standby letters of credit was used. The Agreement expires on July 1, 2022.

Advances under the revolving credit line bear interest, as selected by the Company, of (a) the daily floating rate of one-month LIBOR plus 1.75% or (b) the fixed rate of LIBOR plus 1.75%. The Agreement also provides for an unused commitment fee of 0.50% per year on the average daily unused amount of the revolving credit line, as well as a fee of 1.75% of the face amount of each letter of credit reserved under the line of credit. The Company had no outstanding borrowings on its revolving credit line at June 30, 2020 and December 31, 2019. The credit facility is collateralized by the Company’s accounts receivable and other rights to receive payment.

The Agreement also provides for a $63.7 million standby letter of credit (the “Chubb Letter of Credit”). The Chubb Letter of Credit has an expiration date of July 1, 2021, subject to automatic renewal in specified circumstances. The Bank has been granted a security interest of first priority in certain blocked securities accounts (collectively, the “Collateral Accounts”). The Company has agreed to deposit in the Collateral Accounts 50% of the Company’s consolidated net income (after tax and less cash dividends) for each quarter plus, to the extent necessary, an additional amount by May 15 each year so that the deposits in the Collateral Accounts for the prior year total at least $16 million. Through the second quarter of 2020, the Company deposited $32.5 million into the Collateral Accounts.

The initial fee paid under the Chubb Letter of Credit in June 2018 was equal to 2.5% of the face amount thereof. Upon annual renewal, the fees payable to the Bank quarterly in advance include (a) a fee at the annual rate of 2.5%, calculated based on the difference between the face amount of the Chubb Letter of Credit and 95% of the aggregate value of the Collateral Accounts as of the end of the previous quarter, (b) a fee at the annual rate of 1.0% calculated based on the balance of the face amount, and (c) other fees upon the payment or negotiation of each drawing under the Chubb Letter of Credit.

 

The Agreement requires the satisfaction of certain financial covenants as follows:

 

total funded debt plus the unused principal amount of the revolving credit line, divided by EBITDA [net income before taxes plus interest expense (net of capitalized interest expense), depreciation expense, and amortization expense], on a rolling four-quarter basis is not greater than 2.75:1.0; and

 

ratio of restricted and unrestricted cash and investments to workers’ compensation claim liabilities is at least 1.15:1.0, measured quarterly.

The Agreement includes certain additional restrictions as follows:

 

incurring additional indebtedness is prohibited without the prior approval of the Bank, other than purchase financing for the acquisition of assets, provided that the aggregate of all purchase financing does not exceed $1,000,000 at any time;

 

the Company may not terminate or cancel any of the AICE policies without the Bank’s prior written consent; and

 

the Company is not permitted to declare or pay any dividend or distribution, or to redeem, retire or purchase any shares of the Company’s capital stock without the Bank’s prior approval, other than (i) quarterly cash dividends to holders of common stock in an amount not to exceed a total of $0.30 per share during a fiscal quarter, and (ii) acquisitions of shares of common stock at fair market value in connection with satisfaction of employee tax withholding obligations incurred with regard to employee equity compensation arrangements, in an amount totaling up to $3.5 million.

The Agreement also contains customary events of default and specified cross-defaults under the Company’s workers’ compensation insurance arrangements. If an event of default under the Agreement occurs and is continuing, the Bank may declare any outstanding obligations under the Agreement to be immediately due and payable. At June 30, 2020, the Company was in compliance with all covenants.

The Company maintains a mortgage loan with the Bank with a balance of approximately $3.8 million and $4.0 million at June 30, 2020 and December 31, 2019, respectively, secured by the Company’s corporate office building in Vancouver, Washington. This loan requires payment of monthly installments of $18,375, bearing interest at the one-month LIBOR plus 2.0%, with the unpaid principal balance due July 1, 2022. LIBOR likely will no longer be in general use as a reference rate by financial institutions by December 31, 2021.