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DEBT
12 Months Ended
Jan. 01, 2016
Debt Disclosure [Abstract]  
DEBT

10. DEBT

The following table provides detail on our debt balances, net of unamortized debt issuance costs:

 

($ in thousands)   At Year-End
2015
    At Year-End
2014
 

Vacation ownership notes receivable securitizations, gross(1)

   $         684,604        $         708,031    

Unamortized debt issuance costs

    (9,043)        (8,090)   
 

 

 

   

 

 

 
    675,561         699,941    

Other debt, gross

    3,496         3,306    

Unamortized debt issuance costs

    (264)        (234)   
 

 

 

   

 

 

 
    3,232         3,072    
   $ 678,793        $ 703,013    
 

 

 

   

 

 

 

 

  (1)  Interest rates as of January 1, 2016 range from 2.2% to 6.3% with a weighted average interest rate of 2.6%.

See Footnote No. 15, “Variable Interest Entities,” for a discussion of the collateral for the non-recourse debt associated with the securitized vacation ownership notes receivable and the Warehouse Credit Facility. All of our other debt was, and to the extent currently outstanding is, recourse to us but unsecured. The Warehouse Credit Facility currently terminates on November 22, 2017 and if not renewed, any amounts outstanding thereunder would become due and payable 13 months after termination, at which time all principal and interest collected with respect to the vacation ownership notes receivable held in the Warehouse Credit Facility would be redirected to the lenders to pay down the outstanding debt under the facility. As of January 1, 2016, there were no cash borrowings outstanding under our Warehouse Credit Facility. We generally expect to securitize our vacation ownership notes receivable, including any vacation ownership notes receivable held in the Warehouse Credit Facility, in the ABS market once per year.

 

On August 13, 2015, we completed the securitization of a pool of $264.2 million of vacation ownership notes receivable. In connection with the securitization, investors purchased in a private placement $255.0 million in vacation ownership loan backed notes from the MVW Owner Trust 2015-1 (the “2015-1 Trust”). Two classes of vacation ownership loan backed notes were issued by the 2015-1 Trust: $233.2 million of Class A Notes and $21.8 million of Class B Notes. The Class A Notes have an interest rate of 2.52 percent and the Class B Notes have an interest rate of 2.96 percent, for an overall weighted average interest rate of 2.56 percent.

The following table shows scheduled future principal payments for our debt:

 

($ in thousands)   Vacation Ownership
Notes Receivable
Securitizations (1)
    Other
Debt
    Total  

Debt Principal Payments Year

     

2016

   $             95,006      $                 60       $               95,066   

2017

    90,486       64        90,550   

2018

    85,878       69        85,947   

2019

    77,497       74        77,571   

2020

    74,768       80        74,848   

Thereafter

    260,969       3,149        264,118   
 

 

 

   

 

 

   

 

 

 

Balance at January 1, 2016

   $ 684,604      $ 3,496       $ 688,100   
 

 

 

   

 

 

   

 

 

 

 

  (1)  The debt associated with our vacation ownership notes receivable securitizations is non-recourse to us.

As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.

We paid cash for interest, net of amounts capitalized, of $30.2 million in 2015, $31.2 million in 2014 and $37.4 million in 2013.

Debt Associated with Vacation Ownership Notes Receivable Securitizations

Each of the transactions in which we have securitized vacation ownership notes receivable contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During 2015 and 2014, and as of January 1, 2016 and January 2, 2015, no securitized vacation ownership notes receivable pools were out of compliance with the established parameters. As of January 1, 2016, we had 6 securitized vacation ownership notes receivable pools outstanding.

Renewal of Warehouse Credit Facility

The Warehouse Credit Facility allows for the securitization of vacation ownership notes receivable on a non-recourse basis. The advance rate for vacation ownership notes receivable securitized using the Warehouse Credit Facility varies based on the characteristics of the securitized vacation ownership notes receivable. We also pay unused facility and other fees under the Warehouse Credit Facility.

During 2015, we amended certain agreements associated with the Warehouse Credit Facility. As a result, the revolving period was extended to November 22, 2017, and borrowings under the Warehouse Credit Facility bear interest at a rate based on the one-month LIBOR and bank conduit commercial paper rates plus 1.15 percent per annum and are generally limited at any point to the sum of the products of the applicable advance rates and the eligible vacation ownership notes receivable at such time.

The amendment also expanded the eligibility for certain collateral by permitting some vacation ownership notes receivable that are no more than 60 days delinquent to be financed through the Warehouse Credit Facility; prior to the amendment, only notes that were no more than 30 days delinquent could be financed. The other terms of the Warehouse Credit Facility are substantially similar to those in effect prior to the execution of the amendment.

Revolving Corporate Credit Facility

The Revolving Corporate Credit Facility, which currently terminates on September 10, 2019, has a borrowing capacity of $200 million, including a letter of credit sub-facility of $100 million, and provides support for our business, including ongoing liquidity and letters of credit. Borrowings under the Revolving Corporate Credit Facility generally bear interest at a floating rate at the Eurodollar rate plus an applicable margin that varies from 1.625 percent to 3.125 percent depending on our credit rating. In addition, we pay a commitment fee on the unused availability under the Revolving Corporate Credit Agreement at a rate that varies from 20 basis points per annum to 50 basis points per annum.

During 2015, we amended the Revolving Corporate Credit Facility, and as a result, up to $130 million of the $200 million borrowing capacity may be borrowed in the form of Australian dollars, Euros, Japanese yen, British pounds and Singaporean dollars. The other terms of the Revolving Corporate Credit Facility are substantially similar to those in effect prior to the execution of the amendment.

The Revolving Corporate Credit Facility contains affirmative and negative covenants and representations and warranties customary for financings of this type. In addition, the Revolving Corporate Credit Facility contains financial covenants, including covenants requiring us to maintain: (1) a minimum consolidated tangible net worth (as defined in the Revolving Corporate Credit Facility); (2) a maximum ratio of consolidated debt to consolidated adjusted EBITDA (as defined in the Revolving Corporate Credit Facility) of 5.25 to 1; (3) a minimum consolidated adjusted EBITDA to interest expense ratio of not less than 3 to 1; and (4) a ratio of our borrowing base amount (as defined in the Revolving Corporate Credit Facility) to the sum of (a) total extensions of credit under the Revolving Corporate Credit Facility and (b) the excess (if any) of all unrealized losses over all unrealized profits of certain swap arrangements of at least 1.25 to 1.

Although no cash borrowings were outstanding as of January 1, 2016 under our Revolving Corporate Credit Facility, any amounts that are borrowed under that facility, as well as obligations with respect to letters of credit issued pursuant to that facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrower under, and guarantors of, that facility (which include Marriott Vacations Worldwide and each of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries), in each case including inventory, subject to certain exceptions. As of January 1, 2016, we were in compliance with the requirements of applicable financial and operating covenants.