Financing Arrangements | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Financing Arrangements | ' |
Note 3. Financing Arrangements |
In addition to cash on hand, as well as cash generated from operations, the Company relies on its asset-based revolving credit facility to manage seasonal fluctuations in liquidity and to provide additional liquidity when the Company’s operating cash flows are not sufficient to fund the Company’s requirements. The Company’s ability to generate sufficient positive cash flows from operations is subject to many risks and uncertainties, including future economic trends and conditions, the success of the Company’s multi-year turnaround, demand for the Company’s products, foreign currency exchange rates, and the other risks and uncertainties applicable to the Company and its business. If the Company is unable to grow sales and generate sufficient cash flows to fund its business, and is unable to reduce its manufacturing costs and operating expenses to offset such shortfall, the Company will need to increase its reliance on its credit facility for needed liquidity. If the Company’s current credit facility is not available or sufficient and the Company could not secure alternative financing arrangements, the Company’s future operations would be significantly, adversely affected. The Company believes that its current credit facility, along with its cash on hand and cash flows expected to be generated from operations, is sufficient to meet the Company’s liquidity requirements for at least the next 12 months. |
Asset-Based Revolving Credit Facility |
The Company has a Loan and Security Agreement with Bank of America N.A. (as last amended in June 2014, the “ABL Facility”), which provides a senior secured asset-based revolving credit facility of up to $230,000,000, comprised of a $160,000,000 U.S. facility, a $25,000,000 Canadian facility, and a $45,000,000 United Kingdom facility, in each case subject to borrowing base availability under the applicable facility. The amounts outstanding under the ABL Facility are secured by certain assets, including cash (to the extent pledged by the Company), inventory and accounts receivable, of the Company’s U.S., Canadian and U.K. legal entities. |
As of June 30, 2014, the Company had $60,206,000 in borrowings outstanding under the ABL Facility, $1,326,000 in outstanding letters of credit and $28,985,000 in cash and cash equivalents. The maximum amount of additional indebtedness (as defined by the ABL Facility) that could have been outstanding on June 30, 2014, after outstanding borrowings, letters of credit and the $23,000,000 fixed charge coverage ratio covenant (defined below) was approximately $41,944,000, resulting in total available liquidity of $70,929,000. The maximum availability under the ABL Facility fluctuates with the general seasonality of the business and increases and decreases with changes in the Company’s inventory and accounts receivable balances. The maximum availability is at its highest during the first half of the year when the Company’s inventory and accounts receivable balances are higher and then decreases during the second half of the year when the Company’s accounts receivable balances are lower due to an increase in cash collections. Average outstanding borrowings during the six months ended June 30, 2014 were $110,865,000 and average available liquidity, defined as cash on hand combined with amounts available under the ABL Facility after outstanding borrowings, letters of credit and the $23,000,000 fixed charge coverage ratio covenant (defined below) was approximately $71,961,000. Amounts borrowed under the ABL Facility may be repaid and reborrowed as needed. The entire outstanding principal amount (if any) is due and payable at the earlier of (a) the date that is six months prior to the maturity of the Company’s 3.75% Convertible Senior Notes maturing on August 15, 2019 or (b) June 23, 2019, if a qualifying refinancing of the Company’s 3.75% Convertible Senior Notes due 2019 has occurred at least six months prior to their maturity. |
The ABL Facility includes certain restrictions including, among other things, restrictions on incurrence of additional debt, liens, dividends, stock repurchases and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. As of June 30, 2014, the Company was in compliance with all covenants of the ABL Facility. Additionally, the Company is subject to compliance with a fixed charge coverage ratio covenant during, and continuing 30 days after, any period in which the Company’s borrowing base availability, as amended, falls below $23,000,000. The Company would not have met the fixed charge coverage ratio as of June 30, 2014, however, the Company’s borrowing base availability was above $23,000,000 during the six months ended June 30, 2014, and as such, the Company was not subject to compliance with the fixed charge coverage ratio convenant. |
The interest rate, as amended, applicable to outstanding loans under the ABL Facility fluctuates depending on the Company’s “availability ratio," which is expressed as a percentage of (a) the average daily availability under the ABL Facility to (b) the sum of the Canadian, the U.K. and the U.S. borrowing bases, as adjusted. The applicable margin for any month will be reduced by 0.25% if the Company’s availability ratio is greater than or equal to 67% and the Company’s “leverage ratio” (as defined below) is less than 4.0 to 1.0 as of the last day of the month for which financial statements have been delivered, so long as no default or event of default exists. The Company’s “leverage ratio” is the ratio of the amount of debt for borrowed money to the twelve-month trailing EBITDA (as defined in the ABL Facility), each determined on a consolidated basis. At June 30, 2014, the Company’s trailing twelve months average interest rate applicable to its outstanding loans under the ABL Facility, including fees, was 4.53%. |
Origination fees of $4,889,000 incurred in connection with the ABL Facility are amortized into interest expense over the term of the ABL Facility agreement. Unamortized origination fees at June 30, 2014 and December 31, 2013 totaled $2,459,000 and $2,295,000, respectively, of which $492,000 and $918,000 were included in other current assets, respectively, and $1,967,000 and $1,377,000 were included in other assets, respectively, in the accompanying consolidated condensed balance sheets. |
Convertible Senior Notes |
In August 2012, the Company issued $112,500,000 of 3.75% Convertible Senior Notes (the “convertible notes”). The convertible notes pay interest of 3.75% per year on the principal amount, payable semiannually in arrears on February 15 and August 15 of each year. The convertible notes mature on August 15, 2019. |
The Company incurred transactional fees of $3,537,000, which are being amortized into interest expense over the term of the convertible notes. Unamortized transaction fees as of June 30, 2014 and December 31, 2013 were $2,611,000 and $2,863,000, respectively, of which $505,000 was included in other current assets as of both June 30, 2014 and December 31, 2013, and $2,106,000 and $2,358,000 were included in other assets as of June 30, 2014 and December 31, 2013, respectively, in the accompanying consolidated condensed balance sheets. |
The net carrying amount of the convertible notes as of June 30, 2014 and December 31, 2013 was $108,200,000 and $107,835,000, respectively. The unamortized discount of $4,300,000 as of June 30, 2014 will be amortized to interest expense over the remaining term of approximately 5.2 years. Total interest and amortization expense recognized during the three and six months ended June 30, 2014 was $1,238,000 and $2,474,000, respectively, and $1,230,000 and $2,439,000 for the three and six months ended June 30, 2013, respectively. |
The notes are convertible, at the option of the note holder, at any time on or prior to the close of business on the business day immediately preceding August 15, 2019, into shares of common stock at an initial conversion rate of 133.3333 shares per $1,000 principal amount of convertible notes, which is equal to 15,000,000 shares of common stock at a conversion price of approximately $7.50 per share, subject to customary anti-dilution adjustments. Upon the occurrence of certain change of control events of the Company, the Company will pay a premium on the convertible notes converted in connection with such change of control events by increasing the conversion rate on such convertible notes. |
Under certain circumstances, the Company has the right to terminate the right of note holders to convert their convertible notes. If the Company exercises such termination right prior to August 15, 2015, each note holder who converts its convertible notes after receiving notice of such exercise will receive a make-whole payment in cash or common stock, as the Company may elect, with respect to the convertible notes converted. |
Upon the occurrence of a change of control of the Company or a termination of trading of the common stock of the Company, note holders will have the option to require the Company to repurchase for cash all or any portion of such note holder’s convertible notes at a price equal to 100% of the principal amount of the repurchased convertible notes, plus accrued and unpaid interest thereon to the repurchase date. |
The convertible notes are not redeemable by the Company prior to August 15, 2015. On or after August 15, 2015, the convertible notes are redeemable in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. |
The convertible notes contain certain covenants including payment of principal, certain repurchase obligations and interest, obligations of the Company to convert the convertible notes, and other customary terms as defined in the Indenture. The Company remained in compliance with these covenants as of June 30, 2014. |