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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
12 Months Ended
Dec. 31, 2012
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS [Abstract]  
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
9.   LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations consist of the following:

   
December 31,
 
   
2012
  
2011
 
        
Revolver under credit agreement, variable
 $6,236  $- 
Term loan under credit agreement, variable
  225,000   - 
Missouri IRBs at fixed rate of 2.80% at December 31, 2012
  8,113   - 
Capital leases, at fixed rates ranging from 3.00% to 7.73% at December 31, 2012
  15,316   - 
Notes payable, principal and interest payable monthly, at fixed rates, up to 3.25% at December 31, 2012 and 6.48% to 6.70% at December 31, 2011
  6,034   29 
Total debt
  260,699   29 
Less current installments
  5,632   29 
Total long-term debt and capital lease obligations
 $255,067  $- 
 
On December 28, 2012, the Company entered into a credit agreement to provide new senior secured credit facilities to finance the Valent acquisition, refinance existing debt, and fund working capital requirements. These new credit facilities include a revolving credit facility of up to $75,000 and a term loan facility of $225,000. Borrowings under the facilities are secured by substantially all of the Company's assets and bear interest at either the LIBOR rate plus a margin of up to 4.75% with a LIBOR floor of 1.25% or the alternate base rate ("ABR") which is the highest of the following plus a margin of up to 3.75% with the applicable margin for the revolving credit facility being subject to a step-down grid based on the total leverage ratio of the company effective with the start of the second quarter of 2013:
 
·
Prime rate,
·
Federal funds rate plus 0.5%
·
The adjusted Eurodollar rate for an interest period of one month plus 1% or
·
The 2.25% ABR rate floor

The Company is required to pay a commitment fee of between 0.250% and 0.625% on the unused portion of the revolving credit facility.

The maturity dates are subject to acceleration upon breach of the financial covenants (consisting of a maximum total leverage ratio and senior leverage ratio and a minimum fixed charge coverage ratio) and other customary non-financial covenants contained in the credit agreement. As of December 31, 2012, the Company was in compliance with all of its financial and non-financial covenants. As part of the new credit facilities, we are required to enter into a hedging instrument to fix not less than 50% of the outstanding amount of the Term Loan for a three year period, at a minimum. The revolving credit and term loan facilities mature on the fifth and sixth year anniversary dates of December 28, 2017 and 2018, respectively.

As part of the acquisition of Valent, the Company assumed debt and capital leases for buildings and equipment that were underwritten to service underlying Industrial Revenue Bonds ("IRBs") with the City of Washington, Missouri and Fredonia, Kansas. Monthly payments are scheduled in an amount sufficient to service the total principal and interest of the underlying bonds. Interest ranges from 2.80% to 7.73% and mature between September 2020 and June 2032. In addition, the Company assumed a note payable to a prior minority shareholder for $2,000 payable in monthly installments over 36 months.

The Company entered into various notes payable and a capital lease agreement for the purchase of certain equipment in 2012. The notes are secured by certain equipment and payable in monthly installments including interest ranging from 2.45% - 2.56% through November 2019. In connection with its acquisition of TASS on August 7, 2012, as discussed in Note 2 above, the company entered into a $1,000 note payable which is payable in full in August 2013 plus interest at 3.25%.
 
The gross amount of assets recorded under capital leases totaled $15,316 as of December 31, 2012 and is included in the related property, plant and equipment categories. No material amortization expense nor accumulated amortization has been reported in the financial statements as all but one of the capital leases are due to the recent acquisition of Valent and were recorded at fair value and the aforementioned capital lease for certain equipment was not placed into service until December 31, 2012. The Company has appropriately split the deferred financing fees between the revolving credit facility and term loan facility and will amortize the fees over their respective terms. The long-term debt and capital lease payment obligations including the current portion thereof required in each of the next five years and thereafter are as follows:

   
Long-Term
    
   
Debt
  
Capital
 
Year ending December 31,
 
(Principal only)
  
Leases
 
2013
 $4,691  $1,484 
2014
  3,766   1,626 
2015
  3,789   1,857 
2016
  3,145   1,856 
2017
  9,405   1,872 
Thereafter
  220,587   10,010 
Total
  245,383   18,705 
Less: imputed interest
  -   (3,389)
Total
 $245,383  $15,316