Annual report pursuant to section 13 and 15(d)

Debt And Other Long-Term Obligations

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Debt And Other Long-Term Obligations
12 Months Ended
Dec. 31, 2011
Debt And Other Long-Term Obligations [Abstract]  
Debt And Other Long-Term Obligations
8. Debt and other Long-term Obligations

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 facility initially consisted of a $30.0 million term loan and a $5.0 million revolving credit facility, both of which mature in June 2014. Interest on the term loan is payable at the Company's choice of LIBOR plus 4.5% or the Bank of America prime rate plus 3.5%. As of December 31, 2011 and 2010, interest was payable at LIBOR plus 4.5%, which equaled approximately 4.78% and 4.76%, respectively.

Proceeds from the term loan were used to repay the outstanding balance of the Company's then outstanding loan agreement, as well as contribute to the acquisition consideration for First Biomedical.

As of December 31, 2011, the Company had a letter of credit in the amount of $0.1 million outstanding, leaving $4.9 million available on its revolving credit facility.

The term loan 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 satisfaction of a total leverage ratio, a fixed charge coverage ratio and an annual limit on capital expenditures, including capital leases. The Company obtained a waiver as of December 31, 2011 for the going concern audit opinion as this is also an event of default under the terms of the Credit Facility with the lenders. As of December 31, 2011, the Company was in compliance with all other such covenants.

The Company is required to satisfy certain financial covenants on a quarterly and annual basis comprised of a fixed charge coverage ratio and leverage ratio for the duration of the Credit Facility.

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 and has a minimum ratio at December 31, 2011 of 1.25:1. The required ratio for the remainder of the facility duration is 1.25:1.

 

  b) The leverage ratio is calculated in accordance with the agreement governing the Credit Facility and has a maximum ratio at December 31, 2011 of 2.5:1. The required ratio varies quarterly for the remainder of the facility duration, from 2.5:1 to 1.75:1.

 

  c) The Credit Facility includes an annual limitation on capital expenditures in accordance with the agreement governing the Credit Facility that were $7.5 million for the year ended December 31, 2011. The limitation varies annually for the remainder of the facility duration from $7.5 million to $8.8 million.

In conjunction with the new credit facility, the Company incurred deferred debt issuance costs of $0.8 million. These costs are recognized in income using the effective interest method through the maturity date of June 15, 2014. Amortization of these costs for the years ended December 31, 2011 and 2010 were $0.3 and $0.1 million, respectively, which was recorded in interest expense. Also, the Company incurred deferred debt issuance costs in 2007 in conjunction with a prior loan agreement. The remaining unamortized debt costs, in respect to the previous loan agreement were completely amortized when the term loan was paid in full on June 15, 2010. Total deferred debt amortization expense for the year ended December 31, 2010 was $1.0 million.

In conjunction with the acquisition of First Biomedical, 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 will pay the Seller in equal installments over 24 months, which includes annual interest of 5%. As of December 31, 2011 and 2010 the outstanding principal due on the note was $0.2 and $0.6 million, respectively.

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.

As of December 31, 2011, the Company had approximate future maturities of loans and capital as follows (in thousands):

 

     2012      2013      2014      2015      Total  

Term Loan

   $ 4,500       $ 4,875       $ 14,625       $ —         $ 24,000   

Seller Note

     195         —           —           —           195   

Capital Leases

     1,881         1,869         930         252         4,932   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 6,576       $ 6,744       $ 15,555       $ 252       $ 29,127