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Long-Term Debt
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
Long-Term Debt

Note 4. Long-Term Debt

The following is a summary of the Company’s long-term debt as of the periods indicated:

 

     September 30, 2017      December 31, 2016  
In thousands    Long-Term
Debt
     Unamortized
Debt Issuance
Costs
    Net 
Long-Term
Debt
     Long-Term
Debt
     Unamortized
Debt Issuance
Costs
    Net 
Long-Term
Debt
 

Senior revolving credit facility

   $ 461,017      $ (2,309   $ 458,708      $ 452,849      $ (1,221   $ 451,628  

Amortizing loan

     21,584        (468     21,116        38,829        (931     37,898  

Revolving warehouse credit facility

     55,750        (2,489     53,261        —          —         —    
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 538,351      $ (5,266   $ 533,085      $ 491,678      $ (2,152   $ 489,526  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Unused amount of revolving credit facilities (subject to borrowing base)

   $ 246,233           $ 132,151       
  

 

 

         

 

 

      

In June 2017, the Company amended and restated its senior revolving credit facility to, among other things, increase the availability under the facility from $585 million to $638 million and extend the maturity of the facility from August 2019 to June 2020. The facility has an accordion provision that allows for the expansion of the facility to $700 million. Excluding the receivables held by the Company’s VIEs, the senior revolving credit facility is secured by substantially all of the Company’s finance receivables and equity interests of the majority of its subsidiaries. Borrowings under the facility bear interest, payable monthly, at rates equal to LIBOR of a maturity the Company elects between one and six months, with a LIBOR floor of 1.00%, plus a 3.00% margin, increasing to 3.25% when the availability percentage is below 10%. The LIBOR rate for this facility was 1.25% and 0.88% at September 30, 2017 and December 31, 2016, respectively. Alternatively, the Company may pay interest at the prime rate, plus a 2.00% margin, increasing to 2.25% when the availability percentage is below 10%. The prime rate was 4.25% and 3.75% at September 30, 2017 and December 31, 2016, respectively. The Company pays an unused line fee of 0.50% per annum, payable monthly, decreasing to 0.375% when the average outstanding balance exceeds $413.0 million. Advances on the senior revolving credit facility are capped at 85% of eligible secured finance receivables, plus 70% of eligible unsecured finance receivables. These rates are subject to adjustment at certain credit quality levels (84% of eligible secured finance receivables and 69% of eligible unsecured finance receivables as of September 30, 2017). As of September 30, 2017, the Company had $58.4 million of eligible capacity under the facility.

In June 2017, the Company and its wholly-owned subsidiary, RMR II, entered into a credit agreement providing for a $125 million revolving warehouse credit facility to RMR II (expandable to $150 million). RMR II purchases large loan finance receivables, net of the related allowance for credit losses, from the Company’s affiliates using the proceeds of the facility and equity investments from the Company. The facility is secured by the finance receivables owned by RMR II. RMR II held $0.7 million in a restricted cash reserve account as of September 30, 2017 to satisfy provisions of the credit agreement. Through October 1, 2017, borrowings under the facility bore interest, payable monthly, at a blended rate equal to three-month LIBOR, plus a margin of 3.50%. Effective October 2, 2017, the margin decreased to 3.25% following the satisfaction of a milestone associated with the Company’s conversion to a new loan origination and servicing system. The margin may again decrease to 3.00% with the satisfaction of a further system conversion milestone. The three-month LIBOR was 1.34% at September 30, 2017. RMR II pays an unused commitment fee of between 0.35% and 0.85% per annum, payable monthly, based upon the average daily utilization of the facility. Advances on the facility are capped at 80% of finance receivables.

In December 2015, the Company and its wholly-owned subsidiary, RMR, entered into a credit agreement providing for a $75.7 million asset-backed, amortizing loan to RMR. RMR purchased $86.1 million in automobile finance receivables, net of a $2.6 million allowance for credit losses, from the Company’s affiliates using the proceeds of the loan and an equity investment from the Company to fund such purchase. The loan is secured by the finance receivables owned by RMR. RMR held $1.7 million in a restricted cash reserve account as of September 30, 2017 to satisfy provisions of the credit agreement. RMR pays interest of 3.00% per annum on the loan balance from the closing date until the date the loan balance has been fully repaid. The amortizing loan terminates in December 2022. The credit agreement allows RMR to prepay the loan when the outstanding balance falls below 20% of the original loan amount.

 

These debt agreements contain restrictive covenants requiring monthly and annual reporting to the banks. At September 30, 2017, the Company was in compliance with all debt covenants.

Both the amortizing loan and warehouse credit facility are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these accounts are remitted to restricted cash collection accounts, which totaled $5.8 million and $2.7 million as of September 30, 2017 and December 31, 2016, respectively. Cash inflows from the finance receivables are distributed to the lenders and service providers in accordance with a monthly contractual priority of payments (waterfall) and, as such, the inflows are directed first to servicing fees. RMR and RMR II pay a 4% servicing fee to the Company, which is eliminated in consolidation. Next, all cash inflows are directed to the interest, principal, and any adjustments to the reserve accounts and, thereafter, to the residual interest that the Company owns. Distributions from RMR and RMR II to the Company are permitted under the credit agreements.

Both RMR and RMR II are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary. The Company is considered to be the primary beneficiary of RMR and RMR II because it has (i) power over the significant activities of RMR and RMR II through its role as servicer of the finance receivables under each credit agreement and (ii) the obligation to absorb losses or the right to receive returns that could be significant through the Company’s interest in the monthly residual cash flows of RMR and RMR II after each debt is paid.

The carrying amounts of consolidated VIE assets and liabilities are as follows:

 

In thousands    September 30, 2017      December 31, 2016  

Assets

     

Cash

   $ 71      $ 36  

Finance receivables

     89,147        41,244  

Allowance for credit losses

     (4,460      (2,337

Restricted cash

     8,238        4,426  

Other assets

     39        201  
  

 

 

    

 

 

 

Total assets

   $ 93,035      $ 43,570  
  

 

 

    

 

 

 

Liabilities

     

Net long-term debt

   $ 74,377      $ 37,898  

Accounts payable and accrued expenses

     18        5  
  

 

 

    

 

 

 

Total liabilities

   $ 74,395      $ 37,903