Quarterly report pursuant to sections 13 or 15(d)

Debt and Other Long-term Obligations

v2.3.0.11
Debt and Other Long-term Obligations
6 Months Ended
Jun. 30, 2012
Debt and Other Long-term Obligations [Abstract]  
Debt and Other Long-term Obligations
6. 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 consists of a $30.0 million Term Loan and a $5.0 million Revolving Credit Facility, both of which mature, pursuant to the April 25, 2012 Fifth Amendment to the Credit Agreement with the Lenders (“The Fifth Amendment”) on July 1, 2013. 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 June 30, 2012, interest was payable at LIBOR plus 4.5%, which equaled approximately 4.74%.

 

On April 25, 2012, the Company entered into the Fifth Amendment. The Fifth Amendment reflects the previous four amendments to the original Credit Facility between the Company and the Lenders and modifies certain of those provisions. The Lenders agreed (i) that the changes in the composition of the Board contemplated by the Settlement Agreement did not constitute a “Change in Control” under the Credit Agreement, (ii) to a change of the maturity date under the Credit Agreement to July 1, 2013, (iii) to permit exclusion of certain expenses relating to the Settlement Agreement and the transactions contemplated thereby from the calculation of certain financial ratios, (iv) to the addition of a covenant requiring minimum liquidity at all times of not less than $1.5 million at the end of each day and not less than $2.0 million as of the end of each fiscal month, (v) that commencing August 1, 2012, the payment of a monthly ticking fee equal to 1% of the aggregate amount outstanding thereunder, which will have significant impact on the Company’s monthly cash flow and (vi) an amendment fee equal to 1% of the aggregate amount outstanding thereunder of which 50 % was due and paid on the effective date of the Fifth Amendment, April 25 , 2012. The remainder of the amendment fee will be paid in August 2012.

Because the modifications to the debt facility resulting from the Fifth Amendment resulted in an extinguishment of debt, $0.3 million of previously capitalized debt issuance costs and $0.3 million of certain payments made to secure the Fifth Amendment were recognized in the loss on extinguishment of debt. Debt issuance costs of $0.2 million incurred in conjunction with the Fifth Amendment were capitalized and will be amortized using the effective interest method.

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 June 30, 2012 and December 31, 2011, the Company was in compliance with all such covenants.

As of June 30, 2012 and December 31, 2011, the Company had outstanding draws on the Revolving Credit Facility of $1.9 million and $0.0 million, respectively, and a letter of credit in the amount of less than $0.1 million outstanding as of June 30, 2012 and December 31, 2011, leaving $3.0 million and $4.9 million available on the facility, respectively.

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 June 30, 2012 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 June 30, 2012 of 2.25:1. The required ratio varies quarterly for the remainder of the facility duration, from 2.25:1 to 1.75:1.

 

  c) A minimum liquidity at all times of not less than $1.5 million at the end of each day and not less than $2.0 million as of the end of each fiscal month.

 

  d) The Credit Facility includes an annual limitation on capital expenditures in accordance with the agreement governing the Credit Facility that was $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 an acquisition in 2010, the Company entered into a subordinated promissory note with the former majority shareholder (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%. The note was fully paid during June 2012. As of December 31, 2011, the outstanding principal due on the note was $0.2 million.