Notes and Bonds Payable | 3 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Notes and Bonds Payable | ' |
5. NOTES AND BONDS PAYABLE |
The balances of our notes and bonds payable are summarized as follows as of: |
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| | March 31, | | | December 31, | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | |
Term A facility | | $ | 234,375 | | | $ | 237,500 | | | | | | | | | | | | | |
Term B facility | | | 181,250 | | | | 192,000 | | | | | | | | | | | | | |
Revolving credit facility | | | 26,245 | | | | 10,000 | | | | | | | | | | | | | |
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Total notes payable | | | 441,870 | | | | 439,500 | | | | | | | | | | | | | |
Bonds payable | | | 325,000 | | | | 325,000 | | | | | | | | | | | | | |
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Total notes and bonds payable | | | 766,870 | | | | 764,500 | | | | | | | | | | | | | |
Less: current portions | | | (33,308) | | | | (15,500) | | | | | | | | | | | | | |
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Total long-term notes and bonds payable | | $ | 733,562 | | | $ | 749,000 | | | | | | | | | | | | | |
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Notes Payable |
As of March 31, 2014, our long-term notes payable consists of a Term A Facility, a Term B Facility and a revolving credit facility, each with an outstanding balance of $234,375, $181,250 and $26,245 (inclusive of our swing line balance of $16,245), respectively. We have classified the balance of the swing line component of our revolving credit facility as a current liability because under our auto-borrowing plan all excess cash on hand is used to repay the swing line component on a daily basis, and the swing line component is expected to be repaid over the next twelve months. We have classified the remaining $10,000 of the outstanding balance on our revolving credit facility as a long term liability given the maturity date of December 13, 2017. This resulted in approximately $172,755 of availability under our revolving credit facility (after giving effect to $1,000 of outstanding but undrawn letters of credit on such date) as of March 31, 2014. During the three months ended March 31, 2014, we made scheduled principal payments of $3,875 on our Term A Facility and Term B Facility in addition to $10,000 in voluntary prepayments on our Term B Facility. The applicable weighted average interest rates (inclusive of the applicable bank margin) on our Term A Facility, Term B Facility and Revolving Credit Facility at March 31, 2014 were 2.50%, 4.00% and 2.49%, respectively. |
We are a party to a credit agreement with JP Morgan Chase Bank, N.A and other financial institutions named therein, dated December 13, 2012 (the “Credit Agreement”). The Credit Agreement contains certain customary negative covenants, including but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on fundamental changes, limitations on asset sales and sale leasebacks, limitations on investments, limitations on dividends or distributions on, or redemptions of, equity interests, limitations on prepayments or redemptions of unsecured or subordinated debt, limitations on negative pledge clauses, limitations on transactions with affiliates and limitations on changes to the Company’s fiscal year. The Credit Agreement also includes maintenance covenants of maximum ratios of consolidated total indebtedness (subject to certain adjustments) to consolidated EBITDA (subject to certain adjustments) and minimum cash interest coverage ratios. The Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default, including but not limited to payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of insolvency or bankruptcy, material judgments, certain events under ERISA, actual or asserted failures of any guaranty or security document supporting the credit agreement to be in full force and effect and changes of control. The Company was in compliance with these covenants as of March 31, 2014. We are also required to prepay our debt obligations based on an excess cash flow calculation for the applicable fiscal year which is determined in accordance with the terms of the Credit Agreement. Our current portion of notes payable does not include an amount with respect to any 2014 excess cash flow payment. We will reclassify a portion of our long-term notes payable to a current classification at such time that any 2014 excess cash flow payment becomes estimable. We will be required to make any necessary cash flow payment within the first quarter of 2015. |
All of the Company’s obligations under the Credit Agreement are unconditionally guaranteed by each of the Company’s existing and subsequently acquired or organized wholly-owned restricted subsidiaries, except that the following subsidiaries do not and will not provide guarantees: (a) unrestricted subsidiaries, (b) subsidiaries with tangible assets and revenues each having a value of less than 2.5% of the consolidated tangible assets and consolidated revenues of the Company (provided that all such immaterial subsidiaries, on a consolidated basis, shall not account for more than 5.0% of the consolidated EBITDA of the Company), (c) any subsidiary prohibited by applicable law, rule or regulation from providing a guarantee or which would require governmental (including regulatory) consent or approval or which would result in adverse tax consequences and (d) not-for-profit subsidiaries. |
All of the Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets and the assets of each guarantor (subject to certain exceptions), including, but not limited to (1) a perfected pledge of all of the equity securities of each direct wholly owned restricted subsidiary of the Company and of each subsidiary guarantor (which pledge, in the case of any foreign subsidiary, is limited to 65% of the equity securities of such foreign subsidiary) and (2) perfected security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of the Company and each subsidiary guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles (including contract rights), investment property, intellectual property, material intercompany notes and proceeds of the foregoing). |
Loans under the Credit Agreement must be prepaid under certain circumstances, including with proceeds from certain future debt issuances, asset sales and a portion of excess cash flow for the applicable fiscal year. Loans under the Credit Agreement may be voluntarily prepaid at any time, subject to customary LIBOR breakage costs. |
Bonds Payable |
In November 2010, we closed the offering of an aggregate principal amount of $325,000 of senior notes due 2018 (the “Notes”) in a private placement (the “Notes Offering”). In October 2011, our Notes were registered under the Securities Act of 1933, as amended. The Notes are guaranteed on a senior unsecured basis by each of our existing domestic subsidiaries and each of our future domestic restricted subsidiaries in each case that guarantees our obligations under the credit agreement. Each of the subsidiary guarantors is 100% owned by us; the guarantees by the subsidiary guarantors are full and unconditional; the guarantees by the subsidiary guarantors are joint and several; we have no independent assets or operations; and any subsidiaries of ours other than the subsidiary guarantors are minor. The Notes and the guarantees are senior unsecured obligations of the Company and the subsidiary guarantors, respectively. |
The Notes were issued pursuant to an indenture dated as of November 16, 2010 (the “Indenture”) among the Company, its subsidiary guarantors and Wells Fargo Bank, N.A., as trustee. Pursuant to the Indenture, the Notes will mature on November 15, 2018 and bear 8% annual interest. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2011. |
The Indenture contains certain customary negative covenants, including but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on consolidations or mergers, limitations on asset sales, limitations on certain restricted payments and limitations on transactions with affiliates. The Indenture does not contain any significant restrictions on the ability of the Company or any subsidiary guarantor to obtain funds from the Company or any other subsidiary guarantor by dividend or loan. The Indenture also contains customary events of default. The Company was in compliance with these covenants as of March 31, 2014. |
The Company has the option to redeem the Notes as follows: (i) at any time prior to November 15, 2014, the Company may redeem all or part of the Notes at a redemption price equal to 100% of the principal amount plus the applicable premium (as defined in the Indenture); and (ii) on and after November 15, 2014, the Company may redeem all or a part of the Notes, at the following redemption prices: |
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Year | | Percentage | | | | | | | | | | | | | | | | | |
2014 | | | 104% | | | | | | | | | | | | | | | | | |
2015 | | | 102% | | | | | | | | | | | | | | | | | |
2016 and thereafter | | | 100% | | | | | | | | | | | | | | | | | |
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The Notes also contain a redemption feature that would require the repurchase of 101% of the aggregate principal amount plus accrued and unpaid interest at the option of the holders upon a change in control. |
As of March 31, 2014, the Company’s 8% senior notes due 2018 were trading at 107.0% of par value (Level 1). |
Debt Issuance Costs |
As of March 31, 2014, we had approximately $16,323 of debt issuance costs related to our credit agreement and Notes which will be amortized into interest expense generally using the effective interest method until the applicable maturity date. For the three months ended March 31, 2014 and 2013, we recognized $943 and $953, respectively, in interest expense related to the amortization of debt issuance costs. |
Debt Maturity Table |
The following table summarizes our stated debt maturities and scheduled principal repayments as of March 31, 2014: |
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Year | | Term A | | | Term B | | | Revolving | | | Senior | | | Total | |
Facility | Facility | Credit | Unsecured |
| | Facility | Notes |
2014 | | $ | 9,375 | | | $ | 2,250 | | | $ | 16,245 | | | $ | - | | | $ | 27,870 | (1) |
2015 | | | 18,750 | | | | 3,000 | | | | - | | | | - | | | | 21,750 | |
2016 | | | 25,000 | | | | 3,000 | | | | - | | | | - | | | | 28,000 | |
2017 | | | 181,250 | | | | 3,000 | | | | 10,000 | | | | - | | | | 194,250 | |
2018 | | | - | | | | 3,000 | | | | - | | | | 325,000 | | | | 328,000 | |
Thereafter | | | - | | | | 167,000 | | | | - | | | | - | | | | 167,000 | |
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| | $ | 234,375 | | | $ | 181,250 | | | $ | 26,245 | | | $ | 325,000 | | | $ | 766,870 | |
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| -1 | Represents the remaining quarterly principal payments due during the fiscal year ending December 31, 2014 and the balance of the swing line component of our revolving credit facility. | | | | | | | | | | | | | | | | | | |
Total interest paid (net of amounts capitalized) on our notes and bonds payable during the three months ended March 31, 2014 and 2013 was approximately $3,484 and $5,932, respectively. |