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Debt
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Debt

7) Debt

Long-term debt and short-term debt at December 31, 2016 and December 31, 2015 consisted of the following:

 

            Amended  
     December 31,      December 31,  
     2016      2015  

Borrowings under our $545.0 million Senior Secured Term Loan B bearing interest at the greater of 0.75% or 1 month LIBOR (0.77% at December 31, 2016) plus an applicable margin of 4.25% at September 30, 2016, expiring October 19, 2022, net of debt issuance costs of $19.0 million at December 31, 2016 and $20.6 million at December 31, 2015.

   $ 524,539      $ 552,957  

Borrowings under our $143.0 million Senior Secured Revolver bearing interest at LIBOR (0.77% at December 31, 2016) plus an applicable margin of 3.50% at September 30, 2016, expiring October 19, 2020, net of debt issuance costs of $2.7 million at December 31, 2016 and $2.9 million at December 31, 2015.

     25,298        3,547  

Borrowings under our $250.0 million Senior Notes bearing interest at 10.25%, maturing on November 1, 2020, net of debt issuance costs of $4.9 million at December 31, 2016 and $5.9 million at December 31, 2015.

     245,077        244,088  

French Safeguard Obligations (Autocam)

     358        2,000  

Brazilian lines of credit and equipment notes (Autocam)

     573        826  

Chinese line of credit (Autocam)

     2,619        3,696  
  

 

 

    

 

 

 

Total debt

     798,464        807,114  

Less current maturities of long-term debt

     12,751        11,714  
  

 

 

    

 

 

 

Long-term debt, excluding current maturities of long-term debt

   $ 785,713      $ 795,400  
  

 

 

    

 

 

 

On October 19, 2015, we: (i) entered into a new senior secured term loan credit facility in the amount of up to $525.0 million (with a $100.0 million accordion feature) and a seven year maturity (as amended, supplemented and/or restated from time to time, the “Term Loan Credit Facility”); (ii) entered into a new senior secured revolving credit facility in the amount of up to $100.0 million with a five year maturity (as amended, supplement and/or restated from time to time, the “Senior Secured Revolving Credit Facility”, and together with the Term Loan Credit Facility, the “Senior Credit Facilities”); and (iii) issued $300.0 million of 10.25% senior notes due 2020 (the “Senior Notes”). On September 30, 2016, we amended and restated the Senior Credit Facilities, which lowered the interest rate and rate floor on the Company’s Senior Secured Term Loan B (the “Term Loan B”). The new applicable rate for the Term Loan B is London Inter Bank Offering Rate (“LIBOR”), subject to a 0.75% rate floor, plus 4.25%, which in combination is 75 basis points lower (or 0.75%) than the previous rate. There were no changes to the maturities or covenants under the Term Loan B. Concurrent with the amended and restated Term Loan B, the Senior Secured Revolving Credit Facility was upsized from $100 million to $133 million. Proceeds were drawn under the Senior Secured Revolving Credit Facility to pay down debt under the Term Loan B, reducing the debt under the Term Loan B to $545 million. During October 2016, an incremental amendment was executed increasing the $133 million Senior Secured Revolving Credit Facility to $143 million. There were no changes to the Senior Secured Revolving Credit Facility maturities, and the covenant threshold was increased from $30 million to $42.9 million (30% drawn threshold). The outcome of the refinancing and debt transactions was lower principal amounts outstanding on the Term Loan B, increased borrowings under the Senior Secured Revolving Credit Facility, resulting in a lower effective interest rate for the overall debt holdings.

In conjunction with the amended and restated Senior Credit Facilities, we incurred $4.0 million in debt issuance costs. We wrote off a total of $2.6 million in debt issuance costs related to the modification and extinguishment of debt.

 

As part of the merger with Autocam in 2014, we assumed certain foreign credit facilities. These facilities relate to local borrowings in France, Brazil and China. These facilities are with financial institutions in the countries in which foreign plants operate and are used to fund working capital and equipment purchases in those countries. The following paragraphs describe these foreign credit facilities.

Our French operation (acquired with Autocam) has liabilities with certain creditors subject to Safeguard protection. The liabilities are being paid annually over a 10-year period until 2019 and carry a zero percent interest rate. Amounts due as of December 31, 2016 to those creditors opting to be paid over a 10-year period totaled $0.4 million, of which $0.1 million is included in current maturities of long-term debt and $0.3 million is included in long-term debt, net of current portion, on the Condensed Consolidated Balance Sheet.

The Brazilian equipment notes represent borrowings from certain Brazilian banks to fund equipment purchases for Autocam’s Brazilian plants. These credit facilities have annual interest rates ranging from 2.5% to 9.1%.

The Chinese line of credit is a working capital line of credit with a Chinese bank bearing an annual interest rate ranging from 1.4% to 4.6%.

In accordance with generally accepted accounting principles, we have adopted ASU 2015-03, which provides guidance on simplifying the presentation of debt issuance costs on the balance sheet. To simplify presentation of debt issuance costs, the amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The following table displays the debt amounts reported as of December 31, 2015, restated for the adoption of ASU 2015-03. The debt issuance costs were reclassified from other non-current assets and directly applied to the associated liability.

 

     Reported
December 31,
2015
     ASU 2015-13
Reclass
     Amended
December 31,
2015
 

Borrowings under our $575.0* million Senior Secured Term
Loan B

   $ 562,580      $ (9,623    $ 552,957  

Borrowings under our $100.0** million Senior Secured Revolver

     6,462        (2,915      3,547  

Borrowings under our $250.0 million Senior Notes

     244,509        (421      244,088  

French Safeguard Obligations (Autocam)

     2,000           2,000  

Brazilian lines of credit and equipment notes (Autocam)

     826           826  

Chinese line of credit (Autocam)

     3,696           3,696  
  

 

 

       

 

 

 

Total debt

     820,073           807,114  

Less current maturities of long-term debt

     11,714           11,714  
  

 

 

       

 

 

 

Long-term debt, excluding current maturities of long-term debt

   $ 808,359         $ 795,400  
  

 

 

       

 

 

 

 

* Amended from $575 million down to $545 million on September 30, 2016.
** Amended from $100 million up to $133 million on September 30, 2016; incremental amendment from $133 million up to $143 million in October 2016.

The aggregate maturities of long-term debt including current portion for each of the five years subsequent to December 31, 2016 are as follows:

 

Year ending December 31,

 

2017

   $ 12,751  

2018

     5,968  

2019

     5,968  

2020

     279,841  

2021

     5,750  

Thereafter

     514,812  
  

 

 

 

Total debt

   $ 825,090  

Less debt issuance costs

     (26,626
  

 

 

 

Total debt, net of debt issuance cost

   $ 798,464  
  

 

 

 

On June 1, 2004, our wholly owned subsidiary, NN Asia, entered into a twenty-year lease agreement with Kunshan Tian Li Steel Structure Co. LTD for the lease of land and building (approximately 110,000 square feet) in the Kunshan Economic and Technology Development Zone, Jiangsu, The People’s Republic of China. The fair value of the land and building was estimated to be approximately $0.5 million and $1.9 million (at current exchange rates), respectively and undiscounted annual lease payments are approximately $0.3 million (approximately $5.6 million aggregate non-discounted lease payments over the twenty year term). The lease is cancelable after the fifth, ninth, and fourteenth years without payment or penalty by us. In addition, after the end of year five and each succeeding year we can buy the land for a preset price per square meter value and the building for actual cost less depreciation.

 

On October 1, 2011, our wholly owned subsidiary, NN Asia, entered into a twenty year lease agreement with Kunshan Tian Li Steel Structure Co. LTD for the lease of land and building adjacent to the current leased facility (approximately 75,000 square feet) in the Kunshan Economic and Technology Development Zone, Jiangsu, The People’s Republic of China. This lease was entered into to expand the production capacity of our current leased facility. The fair value of the land and building was estimated to be approximately $0.8 million and $1.1 million (at current exchange rates), respectively and undiscounted annual lease payments are approximately $0.2 million (approximately $3.6 million aggregate non-discounted lease payments over the twenty year term). The lease is cancelable after the fifth, ninth, and fourteenth years without payment or penalty by us. In addition, after the end of year five and each succeeding year we can buy the land for a preset price per square meter value and the building for actual cost less depreciation.

Below are the aggregate minimum future lease payments under both capital leases together with the present value of the net minimum lease payments as of December 31, 2016:

 

Year ending December 31,  

2017

   $ 434  

2018

     434  

2019

     434  

2020

     434  

2021

     434  

Thereafter

     2,601  
  

 

 

 

Total minimum lease payments

     4,771  

Less interest included in payments above

     (1,462
  

 

 

 

Present value of minimum lease payments

   $ 3,309  
  

 

 

 

With the Autocam acquisition, we assumed capital leases on certain buildings and equipment. The cost of the assets subject to capital lease obligations as reflected in Property, Plant and Equipment, net in our Consolidated Balance Sheet was $25.0 million as of December 31, 2014. The accumulated depreciation of such assets as reflected in Property, Plant and Equipment, net in our Consolidated Balance Sheet was $3.6 million and $2.6 million as of December 31, 2016 and 2015, respectively.

Below are the minimum future lease payments under the assumed capital leases together with the present value of the net minimum lease payments as of December 31, 2016:

 

Year ending December 31,  

2017

   $ 3,521  

2018

     2,530  

2019

     803  

2020

     0  

2021

     0  

Thereafter

     0  
  

 

 

 

Total minimum lease payments

     6,854  

Less interest included in payments above

     (282
  

 

 

 

Present value of minimum lease payments

   $ 6,572