Long Term Debt | 6 Months Ended |
Jun. 30, 2014 |
Long Term Debt [Abstract] | ' |
Long Term Debt | ' |
11. Long Term Debt |
Credit Agreement - 2014 |
On February 28, 2014, Dealertrack and Dealertrack Canada, Inc., a corporation organized under the laws of Ontario and a subsidiary of Dealertrack, entered into a credit agreement (the 2014 Credit Agreement) which provides credit facilities aggregating $800.0 million, including a $575.0 million term loan B credit facility and a $225.0 million revolving credit facility. The $575.0 million proceeds of the term loan B credit facility were used to pay the cash consideration for the acquisition of Dealer.com, to effectuate the payment in full of amounts due under our prior Credit Agreement dated as of April 20, 2011 (2011 Credit Agreement), to pay the fees and expenses related to the acquisition of Dealer.com and the refinancing of the 2011 Credit Agreement, and for general corporate purposes. The proceeds of the revolving credit facility, under which no amounts have been borrowed, may be used for general corporate purposes of Dealertrack and its subsidiaries (including certain acquisitions, capital expenditures and investments). Up to $25.0 million of the revolving credit facility may be used to obtain letters of credit, up to $25.0 million of the revolving credit facility may be used to obtain swing line loans, and up to $35.0 million of the revolving credit facility may be used to obtain revolving loans and letters of credit in Canadian Dollars. The 2011 Credit Agreement was terminated upon the closing of the 2014 Credit Agreement. |
The 2014 Credit Agreement provides that, subject to certain conditions, we may request, at any time and from time to time, the establishment of one or more additional term loan facilities and/or the Borrowers may request increases to the revolving credit facility in an aggregate principal amount not to exceed the sum of (i) $200 million plus (ii) an additional amount if, after giving effect to such additional amount on a pro forma basis, our consolidated first lien leverage ratio (the calculation of which is subject to certain adjustments for purposes of this test) does not exceed 4.0 to 1.0. |
All our obligations under the 2014 Credit Agreement are unconditionally guaranteed by substantially all of our U.S. subsidiaries. The obligations of Dealertrack and the guarantors under the 2014 Credit Agreement and the related guaranties are secured by a first priority security interest in substantially all of the assets of Dealertrack and the guarantors, subject to certain customary exceptions. All obligations of Dealertrack Canada under the 2014 Credit Agreement are unconditionally guaranteed by substantially all of our Canadian subsidiaries and by Dealertrack and the guarantors. The obligations of Dealertrack Canada under the 2014 Credit Agreement are, and the obligations of any Canadian guarantor under the related guaranties will be, secured by a first priority security interest in substantially all of the assets of Dealertrack Canada, the Canadian guarantors, Dealertrack and the guarantors, subject to certain customary exceptions. |
The 2014 Credit Agreement contains certain mandatory prepayments, representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The 2014 Credit Agreement includes, for the benefit of the revolving credit facility only, a financial covenant based on a maximum consolidated first lien leverage ratio. The 2014 Credit Agreement also contains customary events of default including, but not limited to, the failure to make payments of interest or principal under the 2014 Credit Agreement, the failure to comply with certain covenants and agreements specified in the 2014 Credit Agreement for a period of time after notice has been provided, the failure to pay certain other indebtedness, the acceleration of such other indebtedness and certain events of insolvency. If any event of default occurs, the principal, interest and any other monetary obligations on all the then outstanding amounts under the 2014 Credit Agreement may become due and payable immediately. |
Term Loan B Credit Facility |
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The $575 million term loan B credit facility has a maturity date of February 28, 2021. Interest on loans made under the term loan B credit facility accrues, at our option, at a rate per annum equal to (1) the ABR (as defined below) plus a margin ranging from 1.50% to 1.75% depending upon our consolidated first lien leverage ratio or (2) LIBOR for an interest period to be selected by us plus a margin ranging from 2.50% to 2.75% depending upon our consolidated first lien leverage ratio. For purposes of the term loan B credit facility, the ABR is subject to a floor of 1.75% per annum and LIBOR is subject to a floor of 0.75% per annum. |
In conjunction with the issuance of the term loan B credit facility loans, approximately $11.0 million of debt issuance costs were recorded as a debt discount and $0.9 million of debt issuance costs were incurred and recorded on our consolidated balance sheet as deferred financing costs. |
On June 30, 2014, we made payments of $26.4 million to reduce the outstanding balance which resulted in a loss on extinguishment of $0.5 million recorded within interest expense, representing the write-off of debt discount and deferred financing costs. The $26.4 million payments included a $1.4 million mandatory payment, as well as an additional voluntary payment of $25.0 million. The additional payment of $25 million was applied against mandatory prepayments in sequential order. |
As of June 30, 2014, $548.6 million of the term loan B credit facility remained outstanding. The interest rate per annum on the term loan B credit facility loans as of June 30, 2014 was 3.5%. |
The net carrying amount of the liability component of the term loan B credit facility as of June 30, 2014 consisted of the following (in thousands): |
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| | | 30-Jun-14 | | | | | | | | | | | | |
Principal amount | | $ | 548,563 | | | | | | | | | | | | |
Less: Unamortized discount | | | 9,954 | | | | | | | | | | | | |
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Net carrying value | | $ | 538,609 | | | | | | | | | | | | |
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Total interest expense associated with the term loan B credit facility consisted of the following for the three and six months ended June 30, 2014 (in thousands): |
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| | Three Months Ended | | | Six Months Ended | | | | | | | | |
| | 30-Jun-14 | | | 30-Jun-14 | | | | | | | | |
Cash interest expense | | $ | 5,087 | | | $ | 6,876 | | | | | | | | |
Amortization of debt issuance costs and debt discount | | | 429 | | | | 563 | | | | | | | | |
Loss on extinguishment of debt | | | 518 | | | | 518 | | | | | | | | |
Total interest expense | | $ | 6,034 | | | $ | 7,957 | | | | | | | | |
Revolving Credit Facility - 2014 |
Our $225 million revolving credit facility that we entered into on February 28, 2014 has a maturity date of February 28, 2019. Interest on loans made in U.S. Dollars under this 2014 revolving credit facility accrues, at our option, at a rate per annum equal to (1) the ABR plus a margin ranging from 0.50% to 1.25% depending upon our consolidated first lien leverage ratio or (2) LIBOR for an interest period to be selected by us plus a margin ranging from 1.50% to 2.25% depending upon our consolidated first lien leverage ratio. Interest on loans made in Canadian Dollars under this revolving credit facility accrues, at our option, at a rate per annum equal to (1) the ABR plus a margin ranging from 0.50% to 1.25% depending upon our consolidated first lien leverage ratio or (2) the CDOR Rate (as defined below) for an interest period to be selected by us plus a margin ranging from 1.50% to 2.25% depending upon our consolidated first lien leverage ratio. |
The “ABR” is equal to (i) for loans denominated in U.S. Dollars, a fluctuating rate equal to the highest of (a) the prime rate, (b) ½ of 1% above the federal funds effective rate and (c) one-month LIBOR plus 1.0% and (ii) for loans denominated in Canadian Dollars, equal to the higher of (a) the Canadian prime rate and (b) the one-month CDOR Rate plus 1.0%. The “CDOR Rate” for any interest period is the rate equal to the sum of (a) the annual rate of interest determined with reference to the arithmetic average of certain discount rate quotations, plus (b) 0.10% per annum. |
Commitment fees on the unused portion of the revolving credit facility accrue at a rate per annum ranging from 0.25% to 0.375% depending upon our consolidated first lien leverage ratio. |
In conjunction with the closing of the 2014 revolving credit facility, approximately $4.9 million of debt issuance costs were incurred and recorded on our consolidated balance sheet as deferred financing costs. |
As a result of the change in some of the financial institutions that participated in our 2011 revolving credit facility compared to our 2014 revolving credit facility, a portion of debt issuance costs in the amount of approximately $0.5 million relating to the 2011 revolving credit facility were written-off to interest expense. Subsequent to the write-off, the remaining debt issuance costs from the 2011 revolving credit facility were $0.8 million. The then total remaining 2011 and 2014 revolving credit facility debt issuance costs of $5.7 million will be amortized to interest expense over the 5 year term of the 2014 credit facility, of which $5.3 million remained at June 30, 2014. |
Total debt issuance costs amortized to interest expense for the three and six months ended June 30, 2013 were $0.1 million and $0.2 million, respectively. |
For the three and six months ended June 30, 2014, interest expense related to the commitment fee for our applicable (2011 and 2014) revolving credit facility was $0.2 million and $0.3 million, respectively. |
For the three and six months ended June 30, 2013, interest expense related to the commitment fee for our 2011 revolving credit facility was $0.1 million and $0.2 million, respectively. |
As of June 30, 2014, we had no amounts outstanding under our 2014 revolving credit facility and were in compliance with all covenants and financial ratios under the 2014 Credit Agreement. |
Senior Convertible Notes |
On March 5, 2012, we issued $200.0 million in aggregate principal amount of 1.50% senior convertible notes in a private placement. In connection with the offering of the notes, we entered into privately negotiated convertible note hedge transactions with the initial purchasers of the notes or their respective affiliates. The notes are senior unsecured obligations, subordinated in right of payment to existing and future secured senior indebtedness. We do not have the right to redeem the notes prior to maturity. The notes will mature on March 15, 2017, unless earlier repurchased or converted. For further information, see Note 11 included in our Annual Report on Form 10-K for the year ended December 31, 2013. |
The closing sale price of our common stock did not exceed $48.58 (130% of the conversion price of $37.37) for at least 20 of the last 30 trading days of the quarter ended June 30, 2014. As a result, the senior convertible notes may not be surrendered for conversion during the following calendar quarter, which is the quarter ending September 30, 2014. As there is no potential conversion, the net carrying value of the senior convertible notes is presented as a long-term liability on the consolidated balance sheet as of June 30, 2014. For the quarter ended March 31, 2014 it was presented as a short-term liability. |
The closing sale price of our common stock did not exceed $48.58 for at least 20 of the last 30 trading days of the quarter ended December 31, 2013. As a result, the net carrying value of the senior convertible notes is presented as a long-term liability on the consolidated balance sheet as of December 31, 2013. |
The net carrying amount of the liability component of the notes as of June 30, 2014 and December 31, 2013 consisted of the following (in thousands): |
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| | | 30-Jun-14 | | | | 31-Dec-13 | | | | | | | | |
Principal amount | | $ | 200,000 | | | $ | 200,000 | | | | | | | | |
Less: Unamortized discount | | | 25,460 | | | | 29,683 | | | | | | | | |
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Net carrying value | | $ | 174,540 | | | $ | 170,317 | | | | | | | | |
Total interest expense associated with the notes consisted of the following for the three and six months ended June 30, 2014 and 2013 (in thousands): |
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| | Three Months Ended June 30, | | | Six Months Ended June 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 |
Cash interest expense (1.50% coupon rate) | | $ | 750 | | | $ | 750 | | | $ | 1,500 | | | $ | 1,500 |
Amortization of debt issuance costs and debt discount | | | 2,406 | | | | 2,251 | | | | 4,746 | | | | 4,441 |
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Total interest expense | | $ | 3,156 | | | $ | 3,001 | | | $ | 6,246 | | | $ | 5,941 |
As of June 30, 2014, total capitalized debt issuance costs remaining to be amortized to interest expense was $3.2 million. |
As of June 30, 2014, the "if-converted value" of the notes exceeded the principal amount by $42.7 million. |
It is our intent to settle the par value of the notes in cash and we expect to have the liquidity to do so based upon cash on hand, net cash flows from operations, and proceeds of our revolving credit facility. As a result, there is no potential impact to diluted earnings per share except when the average share price of our common stock for the respective periods exceeds the conversion price of $37.37, with additional dilution if the average share price exceeds the warrant strike price of $46.18. |
During the three and six months ended June 30, 2014, the average share price of our common stock exceeded the conversion price of $37.37, which would have resulted in additional dilution of 0.7 million and 1.1 million shares, respectively, to our diluted earnings per share calculation for the respective periods. However, due to the net loss for the respective periods, these shares have been excluded from the diluted earnings per share calculation as they would have been antidilutive. For the three and six months ended June 30, 2013, the average share price of our common stock did not exceed the conversion price of $37.37, therefore there was no impact to diluted earnings per share for the three and six months ended June 30, 2013. |
During the three months ended June 30, 2014, the average share price of our common stock did not exceed the warrant strike price of $46.18, and therefore there was no impact to diluted earnings per share for the three months ended June 30, 2014. |
During the six months ended June 30, 2014, the average share price of our common stock exceeded the warrant strike price of $46.18, which would have resulted in additional dilution of 0.1 million shares to our diluted earnings per share calculation for the six months ended June 30, 2014. However, due to the net loss for the period, these shares have been excluded from the diluted earnings per share calculation as they would have been antidilutive. |
For the three and six months ended June 30, 2013, the average share price of our common stock did not exceed the warrant strike price of $46.18, therefore there was no impact to diluted earnings per share for the three and six months ended June 30, 2013. |
Notes Payable |
In conjunction with the acquisition of Dealer.com, we acquired three promissory notes for which the aggregate outstanding amount is $9.2 million at June 30, 2014. |
In April 2007, Dealer.com entered into two promissory notes in connection with construction financing. The first note had an original principal balance of $4.25 million. This note was amended in May 2011 and February 2014. The amended note is payable in monthly principal payments plus interest at 4.0% through May 2017. Thereafter, through maturity in October 2028, the note is payable in monthly installments, including interest at the average U.S. Treasury security rate (10 year constant maturity) plus 1.4%. The U.S. Treasury security rate was 2.53% as of June 30, 2014. The agreement provides for a prepayment penalty of 3.0% if the first note payable is refinanced prior to the maturity date in October 2028. |
The second note had an original principal balance of $1.36 million and provides for monthly principal payments plus interest at 6.875% through October 2015. The second note was subsequently amended in May 2011 to reduce the interest rate to a fixed rate of 3.5%. A prepayment fee of 3.0% will be required if we refinance the second note prior to maturity in October 2015. |
In connection with certain building improvements made by Dealer.com in August 2010, it obtained financing in the form of a $6.4 million industrial development revenue bond from the State of Vermont, acting through the Vermont Economic Development Authority. The bond is payable in monthly installments, including interest at approximately 3.8%, with a final lump-sum payment of $3.8 million due at maturity in September 2020. We have the right to prepay the outstanding balance at any time subject to a prepayment penalty. The prepayment penalty is a variable amount that is equal to the difference in the interest rate on the note as compared to a market rate index, as defined (which is 2.55% as of June 30, 2014), over the remaining period of the note. Under the terms of the agreement, we are required to comply with certain financial and reporting covenants. As of June 30, 2014, we were in compliance with these covenants. |
The fair value of the acquired notes payable were assessed and it was determined that fair value approximated carrying value. As a result, no adjustment was recorded to carrying value in purchase accounting. |
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