Debt | (8) Debt A summary of the components of debt is as follows: October 31, October 31, (in thousands) Credit facility(a) $ 1,300 $ — 8.25% senior notes due 2019 (net of debt issuance costs of $938 and $2,111 at October 31, 2016 and 2015, respectively)(b) 124,062 197,889 Pennsylvania industrial loan(c) — 879 Mortgage loan note(d) 2,843 2,974 Capital leases(e) 7,320 9,573 Foreign bank borrowings(f) — — Total debt 135,525 211,315 Less: current portion 2,400 2,475 Long-term debt $ 133,125 $ 208,840 (a) Credit facility The Company is party to the Second Amended and Restated Loan and Security Agreement (the “base credit facility”), dated February 22, 2012, with Wells Fargo Bank National Association (“Wells Fargo”), successor to Wachovia Bank N.A., as a lender thereunder and as agent for the secured parties thereunder. On January 29, 2016, the Company entered into Amendment No. 2 to Second Amended and Restated Loan and Security Agreement with Wells Fargo, as agent and lender, and the other financial institution party thereto, as lender (“Amendment No. 2”), which amended the base credit facility. On September 13, 2016, the Company entered into Amendment No. 3 to Second Amended and Restated Loan and Security Agreement with Wells Fargo, as agent and lender, and the other financial institution party thereto, as lender (“Amendment No. 3”), which further amended the base credit facility. As used herein “credit facility” refers to the base credit facility or as amended by Amendment No. 2 or Amendment No. 3 as the context requires. The maximum borrowing amount remains the same at $150.0 million with a maximum for letters of credit of $20.0 million. The maturity date of the credit facility was extended from February 21, 2017 to February 1, 2019. Amendment No. 2 permits the Company’s sale to receivables purchasers of certain accounts (and all proceeds, supporting obligations and ancillary rights with respect to such accounts) arising from the sales of goods and services, excludes such assets from the borrowing base and permits the release of the lenders’ liens over such assets (but not the proceeds therefrom) at the time such assets are sold; provided, among other specified conditions, that the aggregate amount of receivables sold in any month will not exceed 10% of the gross amount of eligible accounts. Under Amendment No. 3, the agent and lenders consented to the redemption (the “Redemption”) of up to $75 million aggregate principal amount of the 8.25% senior notes due 2019, together with accrued and unpaid interest and any premium thereon, and agreed to certain amendments to the credit facility to adjust certain permitted transaction baskets in connection with the Redemption. The other terms and conditions of the credit facility, including the terms under which the amounts due thereunder may be accelerated or increased, were not materially amended by Amendment No. 2 or Amendment No. 3 and remain in full force and effect. The Company utilizes the credit facility to provide funding for operations and other corporate purposes through daily bank borrowings and/or cash repayments to ensure sufficient operating liquidity and efficient cash management. The Company had weighted average borrowings under the credit facility of $0.9 million and $25.3 million, with a weighted average interest rate of 3.5% and 2.8% during fiscal 2016 and 2015, respectively. Under the credit facility, interest rates are based upon the Quarterly Average Excess Availability (as defined in the credit facility) at a margin of the prime rate (defined as the greater of Wells Fargo’s prime rate and the Federal Funds rate plus 0.5%) plus 0% to 0.25%, which remains unchanged, or LIBOR plus 1.50% to 2.00%, revised from 1.75% to 2.50% prior to Amendment No. 2. The Company is obligated to pay a monthly undrawn commitment fee equal to a percentage of the average daily unused portion of the commitments under the credit facility. Amendment No. 2 revised such fee from 0.375% per annum to (i) 0.375% per annum, if the sum of the average daily balance of loans and letters of credit accommodations in the month are less than 50% of the maximum credit, or (ii) 0.250% per annum, if the sum of the average daily balance of loans and letters of credit accommodations in the month are 50% or more of the maximum credit. Borrowings and letters of credit available under the credit facility are limited to a borrowing base based upon specific advance percentage rates on eligible accounts receivable and inventory, subject, in the case of inventory, to amount limitations. The sum of the eligible assets at October 31, 2016 and October 31, 2015 supported a borrowing base of $146.9 million $150.0 million, respectively. Availability was reduced by the aggregate amount of letters of credit outstanding totaling $4.1 million and $2.9 million at October 31, 2016 and October 31, 2015, respectively. Borrowings outstanding under the credit facility were $1.3 million and zero at October 31, 2016 and 2015, respectively. Availability at October 31, 2016 and October 31, 2015 under the credit facility was $141.5 million and $147.1 million, respectively; however, certain provisions of the Merger Agreement currently restrict the Company from incurring more than $65 million in total in the ordinary course under the credit facility and the Canadian credit facility without the consent of Berry. The credit facility is secured by liens on most of the Company’s domestic assets (other than real property and equipment) and on 66% of the Company’s ownership interest in certain foreign subsidiaries. The credit facility provides for events of default. If an event of default occurs and is continuing, amounts due under the credit facility may be accelerated and the commitments to extend credit thereunder terminated, and the rights and remedies of the lenders may be exercised including rights with respect to the collateral securing the obligations under the credit facility. The credit facility also contains covenants, including, but not limited to, limitations on the incurrence of debt and liens, the disposition and acquisition of assets, and the making of investments and restricted payments, including the payment of cash dividends. The credit facility has a fixed charge coverage ratio test of 1.0x, which test is triggered when Excess Availability is below $22.5 million for the immediately preceding fiscal quarter. In addition, if Excess Availability under the credit facility is less than $25.0 million, a springing cash dominion is activated and all remittances received from customers in the United States will automatically be applied to repay the balance outstanding. The automatic repayments through the springing cash dominion remain in place until Excess Availability exceeds $25.0 million, and no other event of default has occurred and is continuing, in each case for 30 consecutive days. Excess Availability under the credit facility ranged from $124.0 million to $145.9 million during fiscal 2016 and from $86.2 million to $147.1 million during fiscal 2015. During fiscal year 2016, the Company incurred and capitalized $0.5 million of fees related to Amendment No. 2. These fees, along with the unamortized fees of $0.3 million paid to the lenders that were party to the base credit facility, are being amortized on a straight line basis over 36 months, the revised term of the credit facility, and are included in other current assets and other assets on the consolidated balance sheets. The Company was in compliance with the financial covenants at October 31, 2016 and October 31, 2015. (b) 8.25% senior notes due 2019 On October 13, 2016, with Board approval, the Company redeemed $75 million of the $200 million aggregate principal amount of the 8.25% senior notes due 2019 (the “2019 notes”). The Company paid a call premium of 2.06% which equated to $1.5 million and is included in interest expense in the consolidated statement of operations for fiscal 2016. At October 31, 2016 the outstanding principal amount of the 2019 notes was $125 million. In connection with the partial redemption of the 2019 Notes, the Company wrote-off The 2019 notes mature on April 15, 2019, and the indenture governing the 2019 notes contains certain customary covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to incur additional indebtedness, declare or pay dividends, purchase or redeem its capital stock, make investments, sell assets, merge or consolidate, guarantee or pledge any assets or create liens. The 2019 notes do not have any sinking fund requirements. If the Company experiences certain changes in control, it must offer to repurchase all of the 2019 notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. In addition, if the Company sells certain assets, under certain circumstances, it must offer to repurchase the 2019 notes pro rata up to a maximum amount equal to the proceeds of such sale at 100% of the principal amount, plus accrued and unpaid interest. The 2019 notes are redeemable at the option of the Company, in whole or in part, at certain fixed redemption prices plus accrued and unpaid interest. The 2019 notes are callable on and any time after the following dates at the following redemption prices: April 15, 2016—102.06% April 15, 2017—100.00%. Interest is paid semi-annually on April 15 and October 15 of each year. (c) Pennsylvania industrial loan During fiscal 2016, the Company repaid in full the $0.9 million balance of the amortizing fixed rate 4.75% loan that was due November 1, 2023. This loan was obtained in connection with the Company’s expansion in fiscal 2008 of its Wright Township, Pennsylvania manufacturing facility. (d) Mortgage loan note On July 25, 2012, concurrent with the purchase of the Company’s corporate headquarters building in Montvale, New Jersey, the Company entered into a mortgage loan note (the “mortgage note”) having a principal amount of $3.4 million with TD Bank, N.A. The mortgage note bears interest at a rate equal to one-month In connection with the mortgage note, the Company also entered into a ten-year floating-to-fixed (e) Capital leases From time to time, the Company enters into capital leases for certain of its machinery and equipment. The interest rates on the capital leases range from 3.5% to 4.5%, with a weighted average interest rate of 3.7% . Under the terms of the capital leases, the payments are as follows: For the years ended October 31, Capital (in thousands) 2017 $ 2,495 2018 2,479 2019 2,261 2020 469 2021 64 Thereafter — Total minimum lease payments 7,768 Less: Amounts representing interest 448 Present value of minimum lease payments 7,320 Less: Current portion of obligations under capital leases 2,264 Long-term portion of obligations under capital leases $ 5,056 (f) Foreign bank borrowings In addition to the amounts available under the credit facility, the Company also maintains a secured credit facility at its Canadian subsidiary, used to support operations, which is generally serviced by local cash flows from operations. There was zero outstanding under this arrangement at October 31, 2016 and October 31, 2015. Availability under the Canadian credit facility at October 31, 2016 and October 31, 2015 was $5.0 million in Canadian dollars or US$3.7 million and US$3.8 million, respectively. Principal payments required on all debt outstanding during each of the next five fiscal years are as follows: (in thousands) Debt Capital Total 2017 $ 136 $ 2,264 $ 2,400 2018 141 2,333 2,474 2019 126,446 2,199 128,645 2020 151 460 611 2021 157 64 221 Thereafter 2,112 — 2,112 $ 129,143 $ 7,320 $ 136,463 Cash paid for interest during fiscal 2016, 2015 and 2014 was $18.5 million, $17.9 million and $18.5 million, respectively, including $0.3 million, $0.4 million and $0.5 million paid as part of the capitalized leases during fiscal years 2016, 2015 and 2014, respectively. Fair Value The carrying value and fair value of the Company’s fixed rate debt at October 31, 2016 and October 31, 2015 are as follows: October 31, 2016 October 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (in thousands) 2019 notes $ 125,000 $ 127,812 $ 200,000 $ 206,750 Debt issuance costs (938 ) N/A (2,111 ) N/A Mortgage loan note(a) 2,843 2,843 2,974 2,974 Pennsylvania industrial loans — — 879 879 Capital leases 7,320 7,320 9,573 9,573 Total $ 134,225 $ 137,975 $ 211,315 $ 220,176 (a) The Company entered into an interest rate swap fixing the variable rate loan to a fixed rate loan at an interest rate of 3.52% per year. The fair value of the 2019 notes is based on quoted market rates (Level 1). The Company derives its fair value estimates of the Pennsylvania industrial loan, the mortgage note and the capital leases based on observable inputs (Level 2). Observable market inputs used in the calculation of the fair value of the Pennsylvania industrial loan, the mortgage loan note and the capital leases include evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. The fair value of the Company’s variable rate debt (credit facility), if any, approximates fair value due to the availability and floating rate for similar instruments. |