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DEBT OBLIGATIONS
9 Months Ended
Sep. 30, 2016
DEBT OBLIGATIONS  
DEBT OBLIGATIONS

9.DEBT OBLIGATIONS

 

On October 28, 2016, the Company entered into a new $125,000 Senior Secured Revolving Credit Facility that replaces the Credit Agreement with Bank of America, N.A., as administrative agent, and the lenders party thereto (as amended, the “Prior Credit Agreement”) and Senior Subordinated Notes.  Refer to Note 18. Subsequent Event for information.

 

Debt obligations consisted of the following (in thousands):

 

 

 

 

 

September 30,
2016

 

December 31,
2015

 

Current Borrowings

 

 

 

 

 

 

 

Revolving Credit Facility

 

 

 

$

7,167

 

$

 

China Credit Facility (6.4% at September 30, 2016)

 

 

 

1,563

 

1,641

 

Term Loan, current portion, (2.5% at September 30, 2016)

 

(1)

 

10,375

 

8,219

 

 

 

 

 

 

 

 

 

Current borrowings

 

 

 

$

19,105

 

$

9,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt

 

 

 

 

 

 

 

Term Loan, noncurrent (2.5% at September 30, 2016)

 

(1)

 

$

21,126

 

$

28,906

 

Subordinated Notes (14.5%, 13% Cash, 1.5% PIK)

 

 

 

30,000

 

30,000

 

Unamortized debt issuance costs

 

 

 

(1,066

)

(1,388

)

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

$

50,060

 

$

57,518

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The effective rate of the Term Loan including the impact of the related hedges is 2.82%.

 

Prior Credit Agreement

 

On January 8, 2016, the Company entered into a First Amendment and Consent (the “Amendment”) to the Prior Credit Agreement.  Pursuant to the Amendment, the administrative agent and lenders consented to the Company’s acquisition of Heidrive GmbH, and that such acquisition would not reduce the acquisition basket under the Prior Credit Agreement.  The Amendment also amended the Prior Credit Agreement to increase the revolving credit facility from $15,000 to $30,000 and the international revolving sublimit from $10,000 to $25,000.

 

The Prior Credit Agreement included a $30,000 Revolving Credit Facility and a $50,000 Term Loan (collectively the “Senior Credit Facilities”) each with a five year term that were scheduled to mature in 2018.

 

Borrowings under the Senior Credit Facilities were subject to terms defined in the Prior Credit Agreement.  Borrowings bear interest at either the Base Rate plus a margin of 0.25% to 2.00% (currently 1.50%) or the Eurocurrency Rate plus a margin of 1.25% to 3.00% (currently 2.00%), in each case depending on the Company’s ratio of total funded indebtedness to Consolidated EBITDA (the “Total Leverage Ratio”).

 

Principal installments were scheduled to be payable on the Term Loan in varying percentages quarterly through September 30, 2018 with a balloon payment at maturity.  The Senior Credit Facilities were secured by substantially all of the Company’s assets.  The average outstanding borrowings for 2016 for the Senior Credit Facilities were $45,000.  At September 30, 2016, there was approximately $22,800 available under the Senior Credit Facilities.  These amounts reflect the face value of the borrowings without adjustment for unamortized debt issue costs.

 

The Prior Credit Agreement included certain financial covenants related to maximum leverage and minimum fixed charge coverage.  The Prior Credit Agreement also included other covenants and restrictions, including limits on the amount of certain types of capital expenditures.  The Company was in compliance with all covenants at September 30, 2016.

 

Senior Subordinated Notes

 

Under the Company’s Note Agreement, the Company sold $30,000 of 14.50% Senior Subordinated Notes due October 18, 2019 (the “Notes”) to Prudential Capital Partners IV, L.P. and its affiliates in a private placement.  The interest rate on the Notes was 14.50% with 13.00% payable in cash and 1.50% payable in-kind, quarterly in arrears and the outstanding principal amount of the Notes, together with any accrued and unpaid interest was scheduled to be due on October 18, 2019.  The Company was permitted to prepay the Notes at any time after October 18, 2016, in whole or in part, at 100% of the principal amount.  The Notes were unsecured obligations of the Company and were fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

 

On January 8, 2016, the Company entered into a Consent and Amendment No. 3 to the Note Agreement with Prudential Capital Partners IV, L.P. and its affiliates.  Pursuant to the Note Amendment, the note holders consented to the Company’s acquisition of Heidrive GmbH and that such acquisition would not reduce the acquisition basket under the Note Agreement.

 

Other

 

The China Facility provides credit of approximately $1,800 (Chinese Renminbi (“RMB”) 12,000).  The China Facility is used for working capital and capital equipment needs at the Company’s China operations, and will mature in November, 2017.  The average balance for 2016 was $1,600 (RMB 10,500).  At September 30, 2016, there was approximately $235 (RMB 1,570) available under the facility.

 

Maturities of long-term debt as of September 30, 2016 were as follows:

 

 

 

Total

 

Remainder of 2016

 

$

11,325 

 

2017

 

10,374 

 

2018

 

48,532 

 

 

 

 

 

Total

 

$

70,231