Revolving Credit Facility and Long-Term Debt
|3 Months Ended|
Mar. 31, 2021
|Debt Disclosure [Abstract]|
|Revolving Credit Facility and Long-Term Debt||
Note 4 - Revolving Credit Facility and Long-Term Debt
On September 30, 2020, the Company entered into an amended credit agreement (the “Agreement”) with the Bank, which reverted to the provisions set forth in the agreement prior to May 15, 2020. The Agreement reduced the revolving credit line from $50.0 million back to $33.0 million; the sublimit for standby letters of credit remains at $8.0 million. At March 31, 2021, $6.2 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 0.375% 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 March 31, 2021 and December 31, 2020. 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 first quarter of 2021, the Company deposited $38.7 million into the Collateral Accounts.
In April 2021, the Company and Chubb reached an agreement to replace the Chubb Letter of Credit with other collateral assets and cancel the Chubb Letter of Credit in its entirety. As part of the transaction, the Bank released the $38.7 million of collateral held in support of the Chubb Letter of Credit, and the Company transferred the $38.7 million along with an additional $25.0 million to the Chubb trust accounts to satisfy the collateral requirements of the fronted program.
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 included (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:
The Agreement imposes certain additional restrictions unless the Bank provides its prior written consent as follows:
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 March 31, 2021, the Company was in compliance with all covenants.
The Company maintains a mortgage loan with the Bank with a balance of approximately $3.7 million at March 31, 2021 and December 31, 2020, 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.
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef