FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2013 |
Debt Disclosure [Abstract] | ' |
FINANCING ARRANGEMENTS | ' |
(5) FINANCING ARRANGEMENTS |
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On December 7, 2012, the Credit Agreement (the “Credit Agreement”) among the Company, BMO Harris, as administrative agent (the “Administrative Agent”), and the lenders party thereto from time to time (the “Lenders”) was amended to extend the maturity date to July 16, 2016, increase the maximum availability under the Credit Agreement to $35.0 million and decrease the applicable margin used to determine the interest rates applicable to borrowings under the Credit Agreement. On August 8, 2013, the Credit Agreement was amended to permit the exclusion of the Fleming patent litigation and settlement agreement expenses from the covenant calculations, effective with the quarter ending June 30, 2013, and to increase the applicable margin under the Credit Agreement. See Note 12, Commitments and Contingencies, for a discussion of the Fleming litigation and settlement agreement. |
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In the third quarter of 2013, the Company did not meet the required minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement). On November 11, 2013, the Credit Agreement was amended to waive any non-compliance with the Fixed Charge Coverage Ratio for the third quarter of 2013, increase the applicable margin under the Credit Agreement and add a $100,000 interest reserve. |
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Pursuant to the terms of its Credit Agreement, the Company is required to make mandatory prepayments on the amounts outstanding thereunder in the event that the Company receives proceeds under certain circumstances or in connection with other specified events. Borrowings under the Credit Agreement bear interest at either the base rate or the LIBOR lending rate (each as defined in the Credit Agreement), as applicable, plus the applicable margin set forth in the Credit Agreement. The Company will also pay certain fees and expenses, including (i) a commitment fee on the unused portion of the Lenders’ aggregate revolving commitment and (ii) a letter of credit fee equal to the product of the applicable margin set forth in the Credit Agreement times the face amount of the standby letters of credit and the commercial letters of credit outstanding at such time. The Credit Agreement contains customary covenants, including but not limited to financial covenants requiring the Company to maintain a minimum twelve month Fixed Charge Coverage Ratio (as defined in the Credit Agreement). Certain fees and covenants for the Credit Agreement follow: |
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Commitment fee | | | 0.25 | % | | | | | | | | | | | | |
Fixed charge coverage ratio | | | 1.10 to 1.00 | | | | | | | | | | | | | |
Annual capital expenditures limit (in thousands) | | $ | 4,000 | | | | | | | | | | | | | |
Annual dividend to shareholders limit (in thousands) | | $ | 1,250 | | | | | | | | | | | | | |
The Company’s Fixed Charge Coverage Ratio is based on adjusted EBITDA less capital expenditures and cash tax payments in relation to interest expense. As a condition to the extension of the loan and the issuance of the letters of credit under the Credit Agreement, the Company has granted a security interest to the Administrative Agent, for the benefit of the Lenders, in substantially all the assets of the Company except (i) life insurance policies not collaterally assigned to the Lenders, (ii) any equipment subject to liens permitted under the Credit Agreement if such equipment is also subject to an agreement prohibiting the pledge of such equipment to the Lenders, (iii) deposit accounts used exclusively by the Company for payroll and employee retiree benefit purposes and (iv) the Company’s interest in the outstanding voting equity securities of any of its directly-owned foreign subsidiaries to the extent such interests exceed 65 percent of the outstanding voting equity securities of such foreign subsidiary. |
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The Company’s interest bearing debt outstanding under the revolving credit facility and credit availability under the revolving credit facility at September 30, 2013 follows: |
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| | September 30, 2013 | | | | | | | | | | | | | |
| | (In Thousands) | | | | | | | | | | | | | |
Interest bearing debt | | $ | 19,849 | | | | | | | | | | | | | |
Credit availability | | $ | 6,853 | | | | | | | | | | | | | |
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The borrowing base formula to determine credit availability includes the following: |
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Percentage of eligible accounts receivable | | | 85 | % | | | | | | | | | | | | |
The lesser of: | | | | | | | | | | | | | | | | |
Percentage of lower of cost or market of eligible inventory | | | 65 | % | | | | | | | | | | | | |
Percentage of appraised net orderly liquidation value of eligible inventory | | | 85 | % | | | | | | | | | | | | |
Percentage of commercial letters of credit | | | 65 | % | | | | | | | | | | | | |
The borrowing base is also subject to certain limitations and reserves established at the Lenders’ discretion. If necessary, the Credit Agreement permits an “overadvance” of up to $1,000,000 for sixty consecutive days. |
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The weighted average interest rate for the three and nine months ending September 30, 2013 and 2012, which includes the amortization charges associated with the terminated interest rate swap described in Note 7, Derivatives, follows: |
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| | Three Months Ended | | | Nine Months Ended | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Weighted average interest rate | | | 3.9 | % | | | 4.7 | % | | | 3.4 | % | | | 4.9 | % |