LONG-TERM DEBT | 11. LONG-TERM DEBT The Company was obligated under the following debt instruments at November 30: 2015 2014 Term loans, due February 6, 2018, base rate plus 6.50% interest or LIBOR plus 7.50%, (a) $ 193,690 $ 121,730 Mortgage loan, due 2027, 1.35% above Barclays fixed bank rate (b) 956 1,151 Capital leases payable (c) 5,380 5,430 $ 200,026 $ 128,311 Less: Current portion of long-term debt (21,816 ) (10,097 ) Discount and deferred financing charges on term loans (2,480 ) — Long-term portion $ 175,730 $ 118,214 a) On February 6, 2013, the Company refinanced its credit facilities and entered into (i) a credit agreement (the “Term Loan Agreement”) with various lenders and Guggenheim Corporate Funding, LLC, as agent (the “Agent”) that provided for a $165,000 term loan facility and (ii) a credit agreement with various lenders and Wells Fargo Bank, National Association (the “Revolving Loan Agreement”) that provided for a $50,000 asset-based revolving borrowing base credit facility, with a $10,000 subfacility (or the Sterling equivalent) for certain of our United Kingdom subsidiaries, a $10,000 subfacility for letters of credit and a $5,000 subfacility for swingline loans. In fiscal year 2013, the Company repaid approximately $73,699 of its term loans from the proceeds of sales of certain of its businesses. In addition, the Company repaid a portion of its term loans using the net proceeds of $739 from the March 14, 2013, sale of certain land and a building in Palm Bay, Florida. On December 31, 2013, the Company repaid $14,200 of its term loans from the proceeds of the Sale/Leaseback (see (c) below) of the Company’s facility located in State College, Pennsylvania. On October 10, 2013, the Company entered into an Amendment No. 1 to the Term Loan Agreement (the “Amendment No. 1”) which, among other things, amends the Term Loan Agreement to reduce the minimum interest coverage ratio, increase the maximum leverage ratio, reduce the interest rate on the term loans and modify the terms of the prepayment premium, which the Company is required to pay upon voluntary prepayments or certain mandatory prepayments of the term loans. On March 21, 2014, the Company entered into Amendment No. 2 to the Term Loan Agreement (the “Amendment No. 2”), to provide for an incremental term loan facility in an aggregate principal amount equal to $55,000 (the “Incremental Term Loan Facility”), which Incremental Term Loan Facility is subject to substantially the same terms and conditions, including the applicable interest rate and the maturity date of February 6, 2018, as the $165,000 term loan facility provided upon the initial closing of the Term Loan Agreement. In addition, Amendment No. 2 amended the Term Loan Agreement to reduce the minimum interest coverage ratio and increase the maximum leverage ratio, among other things. The proceeds of the Incremental Term Loan Facility were used (i) to pay in full and terminate the Company’s Revolving Loan Agreement; (ii) to redeem all 26,000 shares of the Company’s Series A Preferred Stock that were outstanding; (iii) to pay fees, costs and expenses associated with the Incremental Term Loan Facility and related transactions; and (iv) for general corporate purposes. This resulted in the write-off of approximately $10,212 of deferred financing costs and note discounts in the quarter ended May 31, 2014. On June 8, 2015, the Company entered into Amendment No. 3 to the Term Loan Agreement (the “Amendment No. 3”), to provide for an incremental term loan facility in an aggregate principal amount equal to $85,000 (the “Second Incremental Term Loan Facility”), increased the margins applicable to the outstanding term loans to 7.50% in the case of base rate loans and 8.50% in the case of LIBOR loans, beginning December 2015, amended the prepayment premiums that the Company is required to pay upon voluntary prepayments or certain mandatory prepayments of the term loans, permitted certain additional adjustments to the Company’s consolidated EBITDA for cost savings in connection with the acquisition Inmet and Weinschel and reduced the minimum interest coverage ratio and increased the maximum leverage ratio for certain compliance periods. The proceeds of the Second Incremental Term Loan Facility were primarily used to fund the purchase price for the Inmet and Weinschel acquisition. Term Loan Agreement The term loans incurred pursuant to the Term Loan Agreement, as amended through Amendment No. 2, bore interest, at the Company’s option, at the base rate plus 6.50% or an adjusted LIBOR rate (based on one, two or three-month interest periods) plus 7.50% for the first year and at the base rate plus 7.50% or an adjusted LIBOR rate (based on one, two or three-month interest periods) plus 10.75% thereafter, with a LIBOR floor of 1.50%. Amendment No. 3 increased the margins applicable to the outstanding term loans to 7.50% in the case of base rate loans and 8.50% in the case of LIBOR loans, beginning December 2015. For purposes of the Term Loan Agreement, the “base rate” means the highest of Wells Fargo Bank, National Association’s prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted LIBOR rate for a 3-month interest period plus a margin equal to 1.00%. Interest is due and payable in arrears monthly for term loans bearing interest at the base rate and at the end of an interest period (or at each three month interval in the case of term loans with interest periods greater than three months) in the case of term loans bearing interest at the adjusted LIBOR rate. Principal payments of the term loans are paid at the end of each of the Company’s fiscal quarters, with the balance of any outstanding term loans due and payable in full on February 6, 2018. The quarterly principal payments will amortize at 1.25% for the fiscal quarters through the end of the Company’s 2014 fiscal year, at 1.875% for the fiscal quarters through the end of the Company’s 2015 fiscal year and at 2.50% for each of the fiscal quarters thereafter. Under certain circumstances, the Company is required to prepay the term loans upon the receipt of cash proceeds of certain asset sales, cash proceeds of certain extraordinary receipts and cash proceeds of certain debt or equity financings, and based on a calculation of annual excess cash flow. Mandatory prepayments resulting from assets sales or certain debt financings may require the payment of certain prepayment premiums. The term loans are secured by a first priority security interest in accounts receivable, inventory, machinery, equipment and certain other personal property relating to the foregoing, and any proceeds from any of the foregoing, subject to certain exceptions and liens, and a first priority security position on substantially all other real and personal property, in each case that are owned by the Company and the subsidiary guarantors. The Term Loan Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, dispose of assets and pay dividends or make distributions to stockholders. The Term Loan Agreement has the financial covenants of a minimum interest coverage ratio and maximum leverage ratio. At November 30, 2015 the Company was not in compliance with these Term Loan Agreement financial covenants and has incurred recurring operating losses. To address these matters, management has undertaken certain actions including obtaining an amendment to the Term Loan Agreement. On February 28, 2016, the Company entered into Amendment No. 4 to the Term Loan Agreement (“Amendment No. 4”), refer to Note 24 to the consolidated financial statements. Amendment No. 4 reduces the minimum interest coverage ratio and increases the maximum leverage ratio for the November 30, 2015 compliance period and the fiscal year 2016 compliance periods. At November 30, 2015, the Company was in compliance with these amended financial covenants. Amendment No. 4 also amends the amortization schedule applicable to future term loan payments made by the Company by removing the Company’s obligation to make an amortization payment for the fiscal quarters ending February 29, 2016 and May 31, 2016. Additionally, as the Merger Agreement was being contemplated at the same time as discussed in Note 24 to the consolidated financial statements, as a condition of granting the amendment to the Term Loan Agreement, the Company delivered a fully executed Merger Agreement. Pursuant to the Term Loan Agreement, the Company is required to maintain compliance with an interest coverage ratio and a leverage ratio and to limit its annual capital expenditures to $4,000 per fiscal year (subject to carry-over rights). Revolving Loan Agreement On March 21, 2014, approximately $25,136 of the proceeds of the Incremental Term Loan Facility was used to pay in full and terminate the Company’s Revolving Loan Agreement. b) A subsidiary of the Company in the United Kingdom entered into a 20 year term mortgage agreement in 2007, under which interest is charged at a margin of 1.35% over Barclays Fixed Base Rate of 0.5% at November 30, 2015. The mortgage is secured by the subsidiary’s assets. c) On December 31, 2013, the Company completed the sale and leaseback (the “Sale/Leaseback”) of the Company’s facility located in State College, Pennsylvania. The Company sold the facility to an unaffiliated third party for a gross purchase price of approximately $15,500 and will lease the property from the buyer for approximately $1,279 per year, subject to annual adjustments. As a result of this transaction the Company initially recorded a capital lease obligation of $5,225. The gain on the sale has been deferred and is being recognized over the 15 year lease term. The Company is also the lessee of equipment under various capital leases with monthly payments of $9 and $9 for November 30, 2015 and 2014, respectively, including interest ranging from approximately 6 to 8%, secured by the leased assets that expire by May 2016. The assets and liabilities under the capital leases are recorded at the fair value of the asset. The assets are amortized over the lower of their related lease terms or its estimated productive life. At November 30, 2015 and 2014, $4,840 and $5,237 of assets from capital leases were included in fixed assets, net. Future principal payments of long-term debt and capital leases for the next five years are as follows: Year Long-term Capital Total 2016 $ 21,768 $ 1,362 $ 23,130 2017 21,771 1,338 23,109 2018 150,553 1,365 151,918 2019 139 1,392 1,531 2020 142 1,420 1,562 Thereafter 273 12,569 12,842 $ 194,646 $ 19,446 $ 214,092 Less: imputed interest — (14,066 ) (14,066 ) $ 194,646 $ 5,380 $ 200,026 |