Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed,
On
Borrowings under the Credit Agreement bear interest at the Company's election at the Alternate Base Rate (as defined in the Credit Agreement) or Adjusted LIBOR (as defined in the Credit Agreement) plus a spread as determined by the leverage ratio. The borrowings outstanding under the revolving credit facility currently bear interest at a rate of 1.77% per annum.
The Company elected to draw-down a portion of the available funds from its revolving credit facility as a precautionary measure to increase its cash position and further enhance its financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 outbreak. The Company believes that it has more than sufficient liquidity even prior to taking this action, but elected to draw down available funds out of an abundance of caution in this period of uncertainty. The draw-down proceeds from the revolving credit facility are currently being held on the Company's balance sheet and may be used for working capital, capital expenditures, Permitted Acquisitions (as defined in the Credit Agreement) and for other general purposes.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. The
forward-looking statements are based on current expectations, estimates,
forecasts and projections about the industry in which the Company operates and
management's beliefs and assumptions. Forward-looking statements may be
identified by the use of words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "projects," "forecasts," and similar
expressions. Forward-looking statements are not guarantees of future performance
and involve certain known and unknown risks, uncertainties and assumptions that
are difficult to predict. Actual outcomes and results may differ materially from
what is expressed, forecasted or implied in the forward-looking statements.
Factors that may affect the outcome of the forward-looking statements include,
among other things, leadership changes, the Company's ability to attract,
integrate, develop, manage and retain qualified consultants and senior leaders;
the Company's ability to prevent its consultants from taking the Company's
clients with them to another firm; the Company's ability to maintain its
professional reputation and brand name; the fact that the Company's net revenue
may be affected by adverse economic conditions, including as a result of
slowdowns, recessions, economic instability, political unrest, armed conflicts,
natural disasters or outbreaks of disease, such as the existing threat of novel
coronavirus COVID-19; the Company's clients' ability to restrict the Company
from recruiting their employees; the aggressive competition the Company faces;
the Company's heavy reliance on information management systems; the fact that
the Company faces the risk of liability in the services it performs; the fact
that data security, data privacy and data protection laws and other evolving
regulations and cross-border data transfer restrictions may limit the use of the
Company's services and adversely affect its business; social, political,
regulatory and legal risks in markets where the Company operates; the impact of
foreign currency exchange rate fluctuations; the fact that the Company may not
be able to align its cost structure with net revenue; unfavorable tax law
changes and tax authority rulings; the Company's ability to realize its tax
losses; the timing of the establishment or reversal of valuation allowance on
deferred tax assets; any impairment of the Company's goodwill, other intangible
assets and other long-lived assets; the Company's ability to execute and
integrate future acquisitions; the fact that the Company has anti-takeover
provisions that make an acquisition of the Company difficult and expensive; the
Company's ability to access additional credit; and the increased cybersecurity
requirements, vulnerabilities, threats and more sophisticated and targeted
cyber-related attacks that could pose a risk to the Company's systems, networks,
solutions, services and data. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. For more information on the factors that could
affect the outcome of forward-looking statements, refer to the Company's Annual
Report on Form 10-K, under Risk Factors in Item 1A and its quarterly filings
with the
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