Long Term Debt | 3 Months Ended |
Mar. 31, 2015 |
Long Term Debt [Abstract] | |
Long Term Debt | 11. Long Term Debt |
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Our long term debt as of March 31, 2015 is comprised of the following (in thousands): |
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| | | 31-Mar-15 | | | | | |
Revolving credit facility | | $ | 160,000 | | | | | |
Term loan B credit facility | | | 539,724 | | | | | |
Senior convertible notes | | | 181,132 | | | | | |
Notes payable | | | 8,195 | | | | | |
Other | | | 290 | | | | | |
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Net carrying value | | $ | 889,341 | | | | | |
Credit Agreement - 2014 |
On February 28, 2014, Dealertrack and one of our subsidiaries, Dealertrack Canada, Inc., 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. 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 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) $200.0 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. |
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. |
For further information, see Note 12 included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
Revolving Credit Facility |
Our $225.0 million revolving credit facility has a maturity date of February 28, 2019. Interest on loans made in U.S. 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) 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 the 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. |
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As of March 31, 2015, we had $160.0 million outstanding under our revolving credit facility and we were in compliance with all covenants and financial ratios under the 2014 Credit Agreement. As of March 31, 2015, we had $65.0 million available for borrowing under the revolving credit facility. The borrowing on our revolving credit facility was related to the acquisition of incadea, which closed in January 2015. See Note 12 for further details. |
As of March 31, 2015, the total capitalized debt issuance costs remaining to be amortized to interest expense were $4.5 million. |
Term Loan B Credit Facility |
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The $575.0 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. |
As a result of principal payments made in 2014, there are no required principal payments until the quarter ending December 31, 2018. |
The interest rate per annum on the term loan B credit facility loans as of March 31, 2015 was 3.25%. |
The principal amount, unamortized discount, and net carrying amount of the liability component of the term loan B credit facility as of March 31, 2015 and December 31, 2014 consisted of the following (in thousands): |
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| | | 31-Mar-15 | | | | 31-Dec-14 | |
Principal amount | | $ | 548,563 | | | $ | 548,563 | |
Less: Unamortized discount | | | 8,839 | | | | 9,213 | |
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Net carrying value | | $ | 539,724 | | | $ | 539,350 | |
As of March 31, 2015, the total capitalized debt issuance costs remaining to be amortized to interest expense were $0.8 million. |
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 before maturity. The notes will mature on March 15, 2017, unless earlier repurchased or converted. For further information, see Note 12 included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
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 March 31, 2015 and December 31, 2014. As a result, the senior convertible notes may not be surrendered for conversion during the calendar quarter following March 31, 2015 and could not be surrendered for conversion during the calendar quarter following December 31, 2014. As there is no potential conversion, the net carrying value of the senior convertible notes was presented as a long-term liability on the consolidated balance sheet as of March 31, 2015 and December 31, 2014. |
The net carrying amount of the liability component of the notes as of March 31, 2015 and December 31, 2014 consisted of the following (in thousands): |
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| | | 31-Mar-15 | | | | 31-Dec-14 | |
Principal amount | | $ | 200,000 | | | $ | 200,000 | |
Less: Unamortized discount | | | 18,868 | | | | 21,094 | |
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Net carrying value | | $ | 181,132 | | | $ | 178,906 | |
As of March 31, 2015, the total capitalized debt issuance costs remaining to be amortized to interest expense were $2.3 million. |
As of March 31, 2015, the "if-converted value" of the notes exceeded the principal amount by $6.2 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 unless 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. |
For the three months ended March 31, 2015 and 2014, the average share price of our common stock exceeded the conversion price of $37.37, which resulted in additional dilution of 0.4 million shares and 1.4 million shares to our diluted net loss per share calculation for the respective periods. However, due to the net loss for the respective periods, the 0.4 million shares and 1.4 million shares were excluded from the diluted net loss per share calculations as they were antidilutive. |
For three months ended March 31, 2015, 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 net loss per share for the period. For the three months ended March 31, 2014, the average share price of our common stock exceeded the warrant strike price of $46.18, which resulted in additional dilution of 0.4 million shares to our diluted net loss per share calculation for the period. However, due to the net loss for the period, the 0.4 million shares were excluded from the diluted net loss per share calculation as they were antidilutive. |
Notes Payable |
In conjunction with the acquisition of Dealer.com, we acquired three notes payable for which the aggregate outstanding amount is $8.7 million as of March 31, 2015, of which $8.2 million is classified as long term as of March 31, 2015. The notes have varying maturities through 2028. For further information, see Note 12 included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
Interest Expense |
The total interest expense, including amortization of debt issuance costs and commitment fees, associated with our senior convertible notes, term loan B credit facility, and revolving credit facility for the three months ended March 31, 2015 and 2014 are as follows (in thousands): |
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| | Three Months Ended March 31, | |
| | 2015 | | | 2014 | |
Convertible notes - coupon interest | | $ | 750 | | | $ | 750 | |
Convertible notes - amortization of debt discount | | | 2,226 | | | | 2,082 | |
Convertible notes - amortization of debt issuance costs | | | 275 | | | | 258 | |
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Term loan B credit facility - cash interest | | $ | 4,482 | | | $ | 1,789 | |
Term loan B credit facility - amortization of debt issuance costs and debt discount | | | 405 | | | | 134 | |
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Revolving credit facility - cash interest | | $ | 866 | | | $ | — | |
Revolving credit facility - commitment fees | | | 57 | | | | 136 | |
Revolving credit facility - amortization of debt issuance costs | | | 285 | | | | 696 | |
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Other | | $ | 282 | | | $ | 65 | |
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Total interest expense | | $ | 9,628 | | | $ | 5,910 | |
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