Debt | 3 Months Ended |
Mar. 29, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt |
The following table presents the components of debt: |
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| | | | | | | |
(in thousands) | 29-Mar-14 | | 31-Dec-13 |
| | | |
Revolving credit facility, net of discount of $2,690 and $3,013 | $ | 44,111 | | | $ | 45,040 | |
|
Term loan facility, net of discounts of $11,261 and $11,951 | 131,978 | | | 130,354 | |
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Redeemable obligation | 6,298 | | | 6,152 | |
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Long-term debt | 182,387 | | | 181,546 | |
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Current portion of debt | 25,148 | | | 7,502 | |
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Debt, net of current portion | $ | 157,239 | | | $ | 174,044 | |
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Revolving Credit Facility |
The Company’s revolving loan is a $75.0 million facility with up to $35.0 million available for issuance of standby letters of credit (the “Revolving Loan”) which matures on April 15, 2016. At March 29, 2014 there was $4.8 million of availability under the Revolving Loan. Availability was calculated based upon (i) total potential availability under the Revolving Loan of $63.7 million, which was determined as the lesser of (a) the $75.0 million face amount of the facility and (b) a borrowing base of $63.7 million, calculated based upon eligible receivables of $46.4 million plus an additional amount of $17.3 million (the “Additional Amount”); less (ii) outstanding standby letters of credit under the Revolving Loan of $12.1 million; less (iii) outstanding borrowings under the Revolving Loan of $46.8 million. The Additional Amount varies from $0.0 to $20.0 million based upon the total of eligible and ineligible receivables; the minimum amount is used at $60.0 million or less of total receivables, the maximum amount is used at $80.0 million or greater of total receivables, and a proportional amount is used if total receivables are between $60.0 million and $80.0 million. |
At March 29, 2014, $17.5 million of the Company’s Revolving Loan balance was classified as current debt which amount represents the Company’s estimate of the Revolving Loan balance that will be repaid within the next twelve months. |
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Term Loan Facility |
The Company’s term loan facility is a credit agreement with several banks and other financial institutions (the “Term Loan”). The face amount of the Term Loan, which matures on April 15, 2018, is $135.0 million. |
Redeemable Obligation |
In September 2012, the Company purchased substantially all of the assets of Skylink LTD (“Skylink”). In accordance with the purchase agreement, a redeemable obligation of $6.0 million was accrued as of May 31, 2013 because the Company had not yet paid the second earn-out. The Company has not made this payment because certain contractual conditions have not yet been met, including compliance with debt covenants (which occurred on July 25, 2013) and minimum levels of liquidity after giving effect to such payments (which has not yet been satisfied). |
The obligation accrues interest at an amount equal to 10.0% per annum commencing on May 31, 2013. The obligation also contains an equity redemption feature permitting the sellers to convert unpaid amounts into a maximum of 3,715,915 shares of the Company’s common stock, which amount is equal to 19.9% of the number of shares outstanding as of September 14, 2012, the date of the purchase agreement for the acquisition of Skylink. The conversion price would be calculated based on the 20 days trailing volume-weighted average of the closing prices of the common stock as of the date of the conversion. Any unpaid amounts not so converted would remain payable in cash up to the amount of the obligation. At March 29, 2014, this instrument was redeemable for 3.5 million shares of common stock based on a conversion price of $1.78 per share. |
Security Provisions and Covenants |
The Revolving Loan and the Term Loan require the Company to make customary representations and warranties and contain provisions for repayment, guarantees and other security. The Revolving Loan provides the lenders a first lien security interest in the Company’s accounts receivable and inventory, and the Term Loan provides a second lien interest in the accounts receivable and inventory and a first lien interest in all other assets of the Company. The Revolving Loan and the Term Loan also provide for customary events of default (which are in some cases subject to certain exceptions, thresholds and grace periods) including, but not limited to, nonpayment of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events. |
The Revolving Loan and the Term Loan require the Company to comply with customary affirmative and negative covenants, and the Term Loan further requires the Company to maintain the following financial condition covenants: |
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• | a Consolidated Leverage Ratio, no greater than specified amounts, representing the Company’s long-term debt divided by adjusted earnings, as defined (“Adjusted Earnings”); and | | | | | | |
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• | a Fixed Charge Coverage Ratio, no less than specified amounts, representing the Company’s Adjusted Earnings divided by fixed charges. | | | | | | |
The following table presents the specified amounts of the Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio: |
| | |
| | | | | | | |
| Consolidated Leverage Ratio | | Fixed Charge Coverage Ratio | | |
Twelve months ending: | | | | | |
31-Mar-14 | 4.87 | :1.00 | | 1.25 | :1.00 | | |
30-Jun-14 | 4.26 | :1.00 | | 1.31 | :1.00 | | |
30-Sep-14 | 4.11 | :1.00 | | 1.32 | :1.00 | | |
31-Dec-14 | 3.94 | :1.00 | | 1.38 | :1.00 | | |
31-Dec-15 | 3.11 | :1.00 | | 1.76 | :1.00 | | |
31-Dec-16 | 2.38 | :1.00 | | 2.22 | :1.00 | | |
December 31, 2017 and thereafter | 1.65 | :1.00 | | 2.82 | :1.00 | | |
In the event of noncompliance with these financial condition covenants or other defined events of default, the lenders are entitled to certain remedies, including accelerated repayment of amounts outstanding. |
The Revolving Loan contains a subjective acceleration clause that can be triggered if the lenders determine that the Company has experienced a material adverse change. If triggered by the lenders, this clause would create events of default with respect to both the Revolving Loan and the Term Loan, which in turn would permit the lenders to accelerate repayment of those obligations. The Revolving Loan agreement requires the Company to maintain a “Springing Lock-box” under which remittances from customers go directly to a lock-box subject to a security interest in the favor of the creditor. If the subjective acceleration clause is exercised, the creditor may cause the cash in the lock-box at that moment, as well as all subsequent cash remittances by customers into that lock-box, to be redirected from the lock-box to the creditors account and applied against the debt outstanding. |
At March 29, 2014, the Company was in compliance with the Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and all other covenants. Because these ratios become more restrictive over time, the Company will need to either increase its Adjusted Earnings, decrease its long-term debt (including a reduction of cash collateralized standby letters of credit) or decrease its fixed charges such as cash paid for debt service, capital expenditures and income taxes, to remain in compliance. |