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Financing Arrangements
9 Months Ended
Sep. 30, 2011
Financing Arrangements [Abstract] 
Financing Arrangements
NOTE 8. FINANCING ARRANGEMENTS

On June 30, 2011, the Company entered into a new secured credit agreement (“new credit agreement”) with a $110 million five-year senior term loan (“new term loan”) and a $20 million revolving loan (“new revolver”), and entered into a $40 million unsecured subordinated loan agreement (“subordinated loan”) with a six-year term.  The new credit agreement replaces the Company’s previous credit agreement and is led by Bank of America and includes SunTrust Bank and PNC Bank as lead arrangers.  The financing of the subordinated loan was provided by Ares Mezzanine Partners, L.P.  The new credit agreement is secured by substantially all of the Company’s assets.

The new senior term loan requires quarterly principal payments of $2.8 million, effective September 30, 2011 and increases to $3.5 million beginning September 30, 2012 and $4.1 million beginning September 30, 2013 with the remaining principal due on June 30, 2016, the maturity of the new credit agreement. The Company is also required to make additional principal payments on the new senior term loan based on certain events, if any, such as excess cash flow payments (commencing for the year ended December 31, 2012), proceeds from disposition of assets, equity issuances, debt issuances and extraordinary receipts.  The Company may prepay principal on the new senior term loan without penalty and prepaid $15.0 million of the senior term loan in the third quarter of 2011.

The Company has the option of selecting an interest rate for the new senior term loan and new revolver equal to either: (a) the then applicable LIBOR rate plus 3.00% to 4.00% per annum, depending on the Company’s most recently reported leverage ratio of total debt-to-EBITDA (currently 4.0 to 1.0); or (b) the base rate as announced from time to time by the administrative agent plus 2.00% to 3.00% per annum, depending on the Company’s most recently reported leverage ratio debt-to-EBITDA (currently 3.0 to 1.0). For those portions of the new senior term loan and new revolver accruing at the LIBOR rate, the Company has the option of selecting interest periods of 30, 60, 90 or 180 days. 
 
The outstanding principal amount on the subordinated loan is due and payable on June 30, 2017, the maturity of the loan.  A prepayment penalty will be imposed if any of the principal amount is paid on or before June 30, 2016.  The interest rate on the subordinated loan is 13% per annum and is paid quarterly, the first payment of which was made on September 30, 2011.  At the Company’s option, the amount of interest due representing up to 1% of the 13% may be used to increase the outstanding subordinated loan balance in lieu of cash payment, which the Company has not elected to date.

On an ongoing basis, both agreements require the Company to meet financial covenants, including maintaining a minimum net worth and cash flow and debt coverage ratios. The covenants also limit the Company’s ability to incur additional debt, pay dividends, purchase capital assets, sell or dispose of assets, make additional acquisitions or investments, or enter into new leases, among other restrictions. In addition, the agreements provide that payment of all unpaid principal and all accrued and unpaid interest may be accelerated upon the occurrence and continuance of certain events of default.  At September 30, 2011, the Company was in compliance with its loan covenants.

The terms of the agreements are more fully described in the Credit Agreement and the Senior Subordinated Loan Agreement, both dated June 30, 2011, filed as Exhibit 10.1 and Exhibit 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2011.

The Company used the entire proceeds of the new senior term loan and subordinated loan to fund the merger of HPTi and pay off the remaining $20 million balance on the Company’s previous term loan.  The Company paid $6.0 million in loan origination fees and $1.9 million in deferred financing costs associated with the new financing arrangements.  The loan origination fees and deferred financing costs will be amortized over the maturity of the loan agreements and were recorded as a contra account in long-term debt and other noncurrent assets, respectively.

Additionally, the Company incurred a charge of $0.3 million for the termination of the interest rate swap that was tied to its previous term loan, and $0.2 million for the write-off of deferred financing costs associated with our previous credit facility, which was accounted for as an extinguishment of debt.  The combined total charge of $0.5 million was recorded as interest expense.

The Company’s outstanding debt consisted of the following:

      
Senior
        
   
Term
  
Term
  
Subordinated
    
   
Loan
  
Loan
  
Debt
  
Total
 
Balance at December 31, 2010
 $22,000  $-   $-  $22,000 
Additions
  -   110,000    40,000   150,000 
Scheduled repayments
  (2,000)  (2,750)   -   (4,750)
Prepayments
  (20,000)  (15,000)   -   (35,000)
Total debt at September 30, 2011
  -   92,250    40,000   132,250 
Unamortized loan origination fees
  -   (4,244)   (1,342)  (5,586)
    -   88,006    38,658   126,664 
Less:  Current portion of long-term debt
  -   (11,688)   -   (11,688)
Long term debt, net of current portion
 $-  $76,318   $38,658  $114,976 
                   
Interest rate at December 31, 2010
  1.79%  -    -   1.79%
Weighted average interest rate at September 30, 2011
  -   4.43%
(1)
 13.00%  7.02%

(1)
The weighted average interest rate at September 30, 2011 for the senior term loan includes the effect of the interest rate swap agreement the Company entered into effective September 30, 2011.  See Note 9 for additional information.

At September 30, 2011, the remaining available balance to borrow against the new revolver was $19.1 million.  Contractual principal payments are due as follows:

Remainder of 2011
 $2,750 
2012
 $12,375 
2013
 $15,125 
2014
 $16,500 
2015
 $16,500 
2016 and thereafter
 $69,000