FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
FINANCING ARRANGEMENTS | ' |
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(6) FINANCING ARRANGEMENTS |
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The Company is party to a Credit Agreement dated July 16, 2010 (as amended, the “Credit Agreement”) among the Company, BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto from time to time (the “Lenders”). The Credit Agreement provides for a $35.0 million secured credit facility expiring on July 16, 2016. |
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The Credit Agreement was amended on March 6, 2014 to waive the non-compliance with the fixed charge coverage ratio for the fourth quarter of 2013, to replace the interest reserve with a $1.5 million availability block which applies to the borrowing base under the Credit Agreement and to add a 2 percent pricing fee on a portion of the amount of borrowings outstanding under the Credit Agreement. The Credit Agreement was further amended on April 2, 2014 to replace Fifth Third Bank with First Midwest Bank, as a lender. In the second quarter of 2014, $130,000 of the capitalized loan fees were written off and an additional $70,000 of the loan fees were capitalized and will be amortized over the remaining term. On May 14, 2014, the Lenders granted the Company a waiver with respect to the non-compliance with the minimum twelve-month trailing EBITDA As Defined covenant contained in the Credit Agreement of $1.5 million for the period ended March 31, 2014. The $105,000 waiver fee was expensed in the second quarter of 2014. |
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The Company did not meet the minimum twelve-month trailing EBITDA As Defined covenant of $4.3 million for the period ended June 30, 2014. On August 11, 2014, the Company and the Lenders entered into a waiver and amendment agreement pursuant to which the Lenders waived the non-compliance for the second quarter of 2014, increased the availability block to $2.0 million and changed the applicable covenant to a minimum fixed charge coverage ratio of 1.50 to 1.00 for the third quarter of 2014, the fourth quarter of 2014 and thereafter. |
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As amended, the Credit Agreement provides a minimum covenant based on a fixed charge coverage ratio of 1.50 to 1.00 for the third and fourth quarter of 2014 and thereafter. 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 of 0.25 percent 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 Fixed Charge Coverage Ratio (as defined in the Credit Agreement) for the periods set forth in the Credit Agreement. |
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Certain other covenants under the Credit Agreement follow: |
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Annual capital expenditures limit (in thousands) | | $ | 4,000 | | | | | | | | | | | | | |
Annual dividend to shareholders limit (in thousands) | | $ | 1,250 | | | | | | | | | | | | | |
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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. Absent a waiver from lenders, a failure to comply with the covenants in the Credit Agreement could result in any outstanding indebtedness under the Credit Agreement becoming immediately due and payable and the inability to borrow additional funds under the Credit Agreement. |
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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 June 30, 2014 and December 31, 2013 follows: |
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| | June 30, 2014 | | | December 31, 2013 | | | | | | | | | |
| | (in thousands) | | | | | | | | | |
Interest bearing debt | | $ | 18,674 | | | $ | 20,673 | | | | | | | | | |
Credit availability | | $ | 5,441 | | | $ | 8,369 | | | | | | | | | |
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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 | % | | | | | | | | | | | | |
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The borrowing base is also subject to certain limitations and reserves established at the Lender’s discretion. If necessary, the Credit Agreement permits an “overadvance” of up to $1 million for sixty consecutive days. |
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The weighted average interest rate for the three and six months ended June 30, 2014 and 2013 (which includes the amortization charges associated with the terminated interest rate swap, refer to Note 8, Derivatives for additional information) is summarized in the following table: |
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| | Three Months Ended | | | Six Months Ended | |
| | June 30 | | | June 30 | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Weighted average interest rate | | | 3.5 | % | | | 3.5 | % | | | 4.2 | % | | | 3.1 | % |