Annual report pursuant to section 13 and 15(d)

Debt

v2.4.0.8
Debt
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
Debt
7. Debt

In conjunction with the acquisition of First Biomedical in 2010, the Company entered into a subordinated promissory note with the former majority shareholder of First Biomedical (the Seller) in the amount of $0.8 million. In accordance with the note, the Company paid the Seller in equal installments over 24 months, which included annual interest of 5%. As of December 31, 2012, the note was fully settled.

On June 15, 2010, the Company entered into a credit facility with Bank of America, N.A. as Administrative Agent, and KeyBank National Association as Documentation Agent (the “Lenders”). The facility initially consisted of a $30.0 million term loan and a $5.0 million revolving credit facility, both of which were originally scheduled to mature in June 2014. Interest on the term loan was payable at the Company’s choice of LIBOR plus 4.5% or the Bank of America prime rate plus 3.5%. An amendment was executed on April 24, 2012 which accelerated the maturity of all borrowings to July 2012 and added a monthly fee equal to one (1) percent fee on outstanding amounts under that facility beginning in August 2012.

On November 30, 2012, the Company entered into a credit facility with Wells Fargo Bank as Administrative Agent and PennantPark. The facility consists of a $12.0 million Term Loan A (provided by Wells Fargo), a $14.5 million Term Loan B (provided by PennantPark) and a $10.0 million revolving credit facility, all of which mature on November 30, 2016, collectively (the “Credit Facility”). Interest on the term loans and revolver is payable at the Company’s choice of LIBOR plus 7.25% (with a LIBOR floor of 2.0%) or the Wells Fargo prime rate plus 6.25% (with a prime rate floor of 3.0%). As of December 31, 2013, interest was payable at the Wells Fargo Prime rate of 3.25% plus 6.25% which equaled 9.50%.

Proceeds from Term Loan A and Term Loan B were used for general corporate purposes as well as to repay the outstanding balance under the Company’s Bank of America credit agreement.

Availability under the revolving credit facility is based upon the Company’s eligible accounts receivable and eligible inventories. As of December 31, 2013 and 2012, the Company had revolving loan gross availability of $5.9 million and $6.5 million, and outstanding amounts totaling $0.0 million and $1.8 million, respectively. This left approximately $5.9 million and $4.7 million available under the revolving credit facility at December 31, 2013 and 2012, respectively.

The Credit Facility is collateralized by substantially all of the Company’s assets and requires the Company to comply with covenants, including but not limited to, financial covenants relating to the satisfaction, on a quarterly and annual basis for the duration of the Credit Facility, of a total leverage ratio, a fixed charge coverage ratio and an annual limit on capital expenditures, including capital leases. As of December 31, 2013 and 2012, the Company was in compliance with all such covenants and expects to be in compliance over the next 12 months.

In connection with the Credit Facility, the Company has the following covenant obligations for the duration of the facility:

 

  a) The fixed charge coverage ratio is calculated in accordance with the agreement governing the Credit Facility. This covenant was first required to be reported as of March 31, 2013 and had a minimum ratio at that time of 1.25:1. The required ratio varies quarterly for the remainder of the facility duration, from 1.25:1 to 2.00:1.

 

  b) The leverage ratio is calculated in accordance with the agreement governing the Credit Facility. This covenant was first required to be reported as of March 31, 2013 and had a maximum ratio at that time of 2.50:1. The required ratio varies quarterly for the remainder of the facility duration, from 2.50:1 to 1.00:1.

 

  c) The Credit Facility includes an annual limitation on Capital Expenditures, as defined in and in accordance with the credit agreement for the Credit Facility, that was $1.25 million for the month ended December 31, 2012 and $5.5 million for each year ending December 31, 2013 through 2016.

In conjunction with the Credit Facility, the Company incurred debt issuance costs of $2.4 million. These costs are recognized in income using the effective interest method through the maturity date of November 30, 2016. Also, the Company incurred deferred debt issuance costs in 2010 in conjunction with the Bank of America loan agreement. The remaining unamortized debt costs, in respect to the previous loan agreement, were completely recognized when the Company executed the Fifth Amendment to that credit agreement on April 24, 2012. At that time, the Company also capitalized certain costs of $0.2 million incurred in the negotiation and execution of the Fifth Amendment which were to be amortized through the maturity date of July 30, 2013. The remaining unamortized debt costs, from the Fifth Amendment, were written off to loss on extinguishment of

debt on the Company’s Statement of Operations when the Company executed the Wells Fargo loan agreement and repaid in full the Bank of America loan agreement on November 30, 2012. Amortization of all deferred debt issuance costs for the year ended December 31, 2012 was $0.2 million, including $0.1 million from the old credit facility, and was recorded in interest expense.

The Company sometimes enters into capital leases to finance the purchase of ambulatory infusion pumps. The pumps are capitalized into property and equipment at their fair market value, which equals the value of the future minimum lease payments, and are depreciated over the useful life of the pumps.

The Company had approximate future maturities of loans and capital leases as of December 31 as follows (in thousands):

 

     2014      2015      2016      Total  

Term Loans (a)

   $ 4,064       $ 2,400       $ 17,531       $ 23,995   

Revolver

     —           —           —           —     

Capital Leases

     1,054         1,063         615         2,732   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,118       $ 3,463       $ 18,146       $ 26,727   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) 2014 includes an additional payment of $1.7 million due in April 2014 as required under the Credit Facility due to excess cash flow.

The following is a breakdown of the Company’s current and long-term debt as of December 31 (in thousands):

 

2013

    

2012

 
     Current
Portion of
Long-Term
Debt
     Long-Term
Debt
     Total           Current
Portion of
Long-Term
Debt
     Long-Term
Debt
     Total  

Term Loans

   $ 4,064       $ 19,931       $ 23,995       Term Loans    $ 2,400       $ 24,100       $ 26,500   

Revolver

     —           —           —         Revolver      —           1,800         1,800   

Capital Leases

     1,054         1,678         2,732       Capital Leases      1,553         1,415         2,968   
  

 

 

    

 

 

    

 

 

       

 

 

    

 

 

    

 

 

 

Total

   $ 5,118       $ 21,609       $ 26,727       Total    $ 3,953       $ 27,315       $ 31,268