Revolving Credit Facility & Bank Borrowings | 8 . REVOLVING CREDIT FACILITY & BANK BORROWINGS Senior Revolving Credit Facility In December 2011, Crocs entered into an Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), with the lenders named therein and PNC Bank, National Association ("PNC"), as a lender and administrative agent for the lenders. On February 18, 2016, the Company entered into the Eleventh Amendment to the Amended and Restated Credit Agreement which , primarily : (i) extended the maturity date to February, 2021, (ii) resized the borrowing capacity of the facility to $75.0 million, (iii) amended certain definitions of the financial covenants to become more favorable to the Company, (iv) set the minimum fixed charge coverage ratio to 1.00 to 1.00 through the period ended June 30, 2016 and 1.10 to 1.00 thereafter, (v) set the maximum leverage ratio to 2.50 to 1.00 through the period ended June 30, 2016 and 2.00 to 1.00 thereafter, (vi) allows up to $50.0 million in stock repurchases to be made each fiscal year, subject to certain restrictions, and (vii) limited certain capital expenditures and commitments to an aggregate of $50.0 million per year. Under the terms of the agreement, the above financial covenants are only applicable when borrowings exceed an average of $18.8 million over a 30 -day period, starting on the 15 th of the last month of each quarter. The Eleventh Amendment also changed the variable lending rate. For domestic base rate loans, including swing loans, the interest rate is equal to a daily base rate plus a margin ranging from 0.50% to 0.75% based on certain conditions. For domestic LIBOR rate loans, the interest rate is equal to a LIBOR rate plus a margin ranging from 1.50% to 1.75% based on certain conditions. As of March 31, 2016, the Company was in compliance with each of these covenants: (i) the fixed charge coverage ratio was 3.94 to 1.00, compared to the minimum covenant requirement of 1.00 to 1.00 (ii) the leverage ratio was 0.37 to 1 . 0 0, compared to the maximum covenant requirement of 2.50 to 1.00 (iii) stock repurchases were zero , and (iv) capital expenditures and commitments were $11.5 million. For the three months ended March 31, 2016, the weighted average/effective interest rate for outstanding senior revolving credit facility borrowings was 4.0% . As of March 31, 2016 and December 31, 2015, the Company had $8.5 million and zero , respectively, of outstanding borrowings under the Credit Agreement. As of both March 31, 2016 and December 31, 2015, the Company had outstanding letters of credit of $1.3 million, which were reserved against the borrowing base under the terms of the Credit Agreement. As of March 31, 2016 and December 31, 2015, the Company had $65.2 million and $73.7 million, respectively, of available borrowing capacity. During the three months ended March 31, 2016, Crocs capitalized $0.6 million in fees and third party costs as deferred financing costs associated with the negotiation of a new debt financing agreement that has not yet been executed . The short-term portion of these fees are recorded in the ‘Prepaid expenses and other assets’ account and the long-term portion are recorded in the ‘Other assets’ accounts. Crocs did not capitalize any fees in connection with the Credit Agreement during the three months ended March 31, 2015. Asia Pacific Revolving Credit Facility On August 28, 2015, a Crocs subsidiary entered into a revolving credit facility agreement with HSBC Bank (China) Company Limited, Shanghai Branch ("HSBC") as the lender. The revolving credit facility enables Crocs to borrow uncommitted dual currency revolving loan facilities up to RMB 40.0 million, or the USD equivalent, and import facilities up to RMB 60.0 million, or the USD equivalent, with a combined facility limit of RMB 60.0 million. This revolving credit facility supports possible future net working capital needs in China. For loans denominated in USD, the interest rate is 2.1% per annum plus LIBOR for three months or any other period as may be determined by HSBC at the end of each interest period. For loans denominated in RMB, interest equals the one year benchmark lending rate effective on the loan drawdown date set forth by the People's Bank of China with a 10% mark-up and is payable on the maturity date of the related loan. The revolving credit facility is guaranteed by Crocs, Inc. The revolving credit facility can be canceled or suspended at any time at the discretion of the lender and contains provisions requiring Crocs to maintain compliance with certain restrictive covenants. As of March 31, 2016 and December 31, 2015, the revolving credit facility remained temporarily suspended at the discretion of the lender and Crocs had no outstanding borrowings under the revolving credit facility. Long-term Bank Borrowings On December 10, 2012, Crocs entered into a Master Installment Payment Agreement ("Master IPA") with PNC in which PNC financed the Company's implementation of a new ERP system, which began in October 2012 and was substantially completed in early 2015. The terms of each note payable, under the Master IPA, consist of a fixed interest rate and payment terms based on the amount borrowed and the timing of activity throughout the implementation of the ERP system. The Master IPA is subject to cross-default, cross-termination clauses , and is coterminous with the Credit Agreement. As of March 31, 2016 and December 31, 2015 Crocs had $ 5.0 million and $6.4 million, respectively, of debt outstanding under five separate notes payable, of which $4.2 million and $4.8 million, respectively, represent current installments. As of March 31, 2016, the notes bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. The components of the Company’s consolidated debt and capital lease obligations are as follows: March 31, 2016 Unused Borrowing Capacity (2) Carrying Value (3) Weighted Average Interest Rate (1) Borrowing Currency U.S.D. Equivalent March 31, 2016 December 31, 2015 (in thousands) Debt obligations Senior revolving credit facility Base rate plus 0.50% - 0.75% LIBOR plus 1.50% - 1.75% $ 65,247 (4) $ 65,247 (4) $ 8,500 $ - Asia Pacific revolving credit facility LIBOR plus 2.10% RMB - (5) - (5) - - Long-term bank borrowings 2.63% 5,036 6,375 Total $ 65,247 13,536 6,375 Capital lease obligations 23 24 Total debt and capital lease obligations $ 13,559 $ 6,399 Current maturities $ 12,658 $ 4,772 Long-term debt and capital lease obligations $ 901 $ 1,627 (1) Carrying value represents the weighted average interest rate in effect at March 31, 2016 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of the derivative instruments, deferred financing costs, original issue premiums or discounts , and commitment fees, all of which affect Crocs' overall cost of borrowing. (2) Unused borrowing capacity represents the maximum available under the applicable facility at March 31, 2016 without regard to covenant compliance calculations or other conditions precedent to borrowing. (3) As the interest rate of each credit agreement is variable, typically based on either the base rate plus an additional margin or the daily LIBOR rates plus an additional margin, the estimated fair value of each debt instrument approximates its carrying value. (4) On February 18, 2016, the Company entered into the Eleventh Amendment to the Amended and Restated Credit Agreement, which extended the maturity date to February 2021, resized the borrowing capacity of the facility to $75.0 million, and amended certain definitions of the financial covenants to become more favorable to the Company. As of March 31, 2016 , the unused borrowing capacity was reduced by $8.5 million of outstanding borrowings and $1.3 million of outstanding letters of credit . (5) As of March 31, 201 6 , the Asia Pacific revolving credit facility remained suspended . The maturities of the Company’s debt obligations as of March 31, 2016 are presented below: March 31, 2016 (in thousands) Maturities of debt and capital lease obligations 2016 (remainder of year) $ 11,932 2017 1,616 2018 5 2019 4 2020 2 Thereafter - Total principal debt maturities $ 13,559 Current portion $ 12,658 Noncurrent portion $ 901 As of March 31, 2016 and December 31, 2015, the fair value of the Company’s debt instruments approximates their reported carrying amounts. |