Debt | 6 Months Ended |
Jun. 27, 2014 |
Debt [Abstract] | ' |
Debt | ' |
-8 | Debt | | | | | | | |
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Long-term debt, net of discount, consisted of the following (in thousands): |
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| | 27-Jun-14 | | | 27-Dec-13 | |
Term A Loan | | $ | 89,578 | | | $ | 83,155 | |
Term B Loan | | | 48,195 | | | | 31,082 | |
Senior convertible notes | | | - | | | | 22,315 | |
Less: Term Loan discounts | | | (21,542 | ) | | | (24,207 | ) |
| | | 116,231 | | | | 112,345 | |
Less: current portion | | | - | | | | (22,315 | ) |
| | $ | 116,231 | | | $ | 90,030 | |
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The interest rate on the Term A Loan is 12.0% per annum, and the interest rate on the Term B Loans is 10.0% per annum. Interest on the term loans may, at our election, be paid in cash or paid in kind ("PIK") (in the form of additional principal) through November 20, 2015. Interest is due on the last business day of the calendar quarter. During the six months ended June 27, 2014, the principal balance on the term loans increased by $6.9 million due to PIK interest elections made on December 31, 2013 and March 31, 2014. The PIK interest election for the second quarter of 2014 was made subsequent to our fiscal quarter-end; therefore, interest accrued during the second quarter of $3.8 million was classified within other long-term liabilities at June 27, 2014 in our Unaudited Condensed Consolidated Balance Sheet. |
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The Term A and B Loans mature on November 20, 2017 and are secured by a first lien on the collateral, which includes the shares and assets of certain domestic and international subsidiaries. The term loans are non-amortizing and may be prepaid without any penalty. While the Term B Loans are not junior in relative lien priority to the Term A Loan, the Term B Loan may not be repaid until the Term A Loan is paid in full. |
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On February 21, 2014, we amended the credit agreement with Oaktree Capital Management L.P. and affiliates (collectively, “Oaktree”), including modifications to the financial covenants. Under the amendment, we are no longer subject to the minimum liquidity and the total net debt leverage ratio covenants through the maturity date. The amendment also extended the waiver of any default with respect to the judgments in the Halo Electronics case and the Turkish legal matter through the maturity date, subject to certain conditions specified in the credit agreement. |
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Under the credit agreement, as amended in February 2014, the secured leverage ratio requirements, as defined in the agreement, are set forth in the table below: |
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Test Period End Date(s) | Secured Leverage Ratio | | | | | | | |
March 31, 2014 through December 31, 2014 | 11.00 to 1.00 | | | | | | | |
March 31, 2015 through December 31, 2015 | 9.50 to 1.00 | | | | | | | |
March 31, 2016 through December 31, 2016 | 8.00 to 1.00 | | | | | | | |
March 31, 2017 through December 31, 2017 | 5.00 to 1.00 | | | | | | | |
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In addition, our capital expenditures are limited to $12.0 million in fiscal 2014 and $14.0 million in fiscal 2015 and in each fiscal year thereafter. As of June 27, 2014, we were in compliance with these financial covenants. |
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In consideration for the covenant modification, we paid Oaktree a fee of 1.5% of its term loan principal, or approximately $1.8 million, which was added to the principal of the outstanding Term A Loan and Term B Loan on a pro rata basis. These costs have been capitalized and will be amortized over the remaining term of these loans using the effective interest rate method. |
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On February 21, 2014, we entered into agreements with the holders of approximately $20.7 million of our $22.3 million outstanding senior convertible notes to exchange their notes for various combinations of Term B Loans, shares of our common stock, and cash (collectively, the “Exchange Transaction”). In aggregate, we exchanged approximately $14.9 million of new Term B Loans, 1.1 million shares of our common stock, and $2.4 million in cash for approximately $20.7 million of the outstanding $22.3 million senior convertible notes. The new Term B Loans are identical to the Term B Loans issued in our refinancing transaction with Oaktree in November 2012. |
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On May 1, 2014, we repaid the $1.6 million of outstanding principal on our remaining senior convertible notes. Pursuant to the Series A preferred stock conversion and the resulting issuance of 8.2 million shares of common stock to Oaktree, a “change in control” under the terms of the senior convertible notes was deemed to have occurred since Oaktree beneficially owns a majority of the outstanding shares of our common stock. Such change in control triggered our obligation to repurchase all remaining outstanding senior convertible notes. |
Pulse Electronics Corporation and Subsidiaries |
Notes to Unaudited Condensed Consolidated Financial Statements, continued |
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Debt Issuance and Extinguishment Costs |
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We incurred approximately $1.5 million of debt issuance costs in connection with the issuance of the new Term B Loans, which have been capitalized as a deferred loan cost and will be amortized to interest expense over the term of the loans using the effective interest method. |
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As of June 27, 2014 and December 27, 2013, we have $11.5 million and $9.3 million, respectively, of unamortized deferred loan costs. The short-term portion of these unamortized deferred loan costs are classified in prepaid expenses and other current assets and the long-term portion is classified in deferred loan costs and other assets in our Unaudited Condensed Consolidated Balance Sheets. |
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During the six months ended June 27, 2014, interest expense included debt extinguishment costs of $1.0 million, which included a $0.2 million write-off of unamortized debt issuance costs and $0.8 million of legal fees primarily attributed to the extinguishment of the senior convertible notes. During the six months ended June 27, 2013, interest expense included $0.6 million of debt extinguishment costs for lender fees incurred in connection with post-closing obligations under the Oaktree credit agreement. |