Annual report pursuant to Section 13 and 15(d)

LONG-TERM DEBT AND NOTE PAYABLE

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LONG-TERM DEBT AND NOTE PAYABLE
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
LONG-TERM DEBT AND NOTE PAYABLE

NOTE 6 — LONG-TERM DEBT AND NOTE PAYABLE

Long-term debt consists of the following:

 

     (In thousands)  
     2013      2012  

Senior Term Note issued under the Third Amended and Restated Credit Agreement dated July 18, 2013. Scheduled amounts payable quarterly for $2.375 million to June 30, 2015, $3.562 million to June 30, 2016, $4.750 million to March 31, 2018 with the remainder due June 30, 2018. Mandatory unscheduled prepayments for 25% of Excess Cash Flow and Net Proceeds received in connection with Asset Sales and Insurance Recoveries. Interest is at LIBOR plus between 2.25 and 3.50% (3.2% at December 31, 2013)

   $ 185,250       $ —     

Series 2007 Industrial Revenue Bonds issued through the Erie County, New York Industrial Development Agency payable $340,000 annually through 2017 and $330,000 annually thereafter through maturity with interest reset weekly (3.2% at December 31, 2013).

     4,720         5,060   

Series 1999 Industrial Revenue Bonds issued through the Erie County, New York Industrial Development Agency payable $350,000 annually through 2017 and $145,000 in 2018, with interest reset weekly (3.2% at December 31, 2013).

     1,545         1,895   

Series 1998 Industrial Revenue Bonds issued through the Business Finance Authority of the State of New Hampshire payable $400,000 annually through 2018 with interest reset weekly (3.2% at December 31, 2013).

     2,050         2,450   

Revolving Credit Line, payable August 31, 2016. Interest was at LIBOR plus between 1.50% and 2.50%. The entire amount was paid off upon the issuance of the Senior Term Notes under the Third Amended and Restated Credit Agreement dated July 18, 2013.

     —           7,000   

Senior Term Note, payable $2.0 million quarterly in 2013 with a balloon payment of $5.0 million in January 2014. Interest was at LIBOR plus between 2.25% and 3.50%. The entire amount was refinanced in conjunction with the issuance of the Senior Term Notes under the Third Amended and Restated Credit Agreement dated July 18, 2013.

     —           13,000   

Note Payable at Canadian Prime

     —           566   

Other Bank Debt

     2,936         —     

Capital Lease Obligations and Other Debt

     3,819         12   
  

 

 

    

 

 

 
     200,320         29,983   

Less Current Maturities

     12,279         9,268   
  

 

 

    

 

 

 
   $ 188,041       $ 20,715   
  

 

 

    

 

 

 

Principal maturities of long-term debt are approximately:

 

(In thousands)       

2014

   $ 12,279   

2015

     14,237   

2016

     18,930   

2017

     21,259   

2018

     130,213   

Thereafter

     3,402   
  

 

 

 
   $ 200,320   
  

 

 

 

The Company’s obligations under the Credit Agreement as amended are jointly and severally guaranteed by each domestic subsidiary of the Company other than a non-material subsidiary. The obligations are secured by a first priority lien on substantially all of the Company’s and the guarantors’ assets.

The Company extended and modified its existing credit facility by entering into Amendment No. 1 dated as of March 27, 2013 (the “Amendment”), to the Second Amended and Restated Credit Agreement. The Amendment provided for an increase in the Company’s revolving credit facility from $35 million to $75 million and for an extension of the maturity date. Interest remained at a rate of LIBOR plus between 1.50% and 2.50% based on the Company’s Leverage Ratio under the Credit Agreement. The credit facility allocates up to $20 million of the $75 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit.

 

On July 18, 2013, in connection with the funding of the Peco Acquisition (See Note 19), the Company amended its existing credit facility by entering into a Third Amended and Restated Credit Agreement ( the “Credit Agreement”). The Credit Agreement continued to provide for a $75 million five-year revolving credit facility and a new $190 million five-year term loan, both expiring on June 30, 2018. At December 31, 2013, there were no amounts owing under the revolver, there were $9.8 million in outstanding letters of credit leaving $65.2 million available. The amended facilities carry an interest rate ranging from 225 basis points to 350 basis points above LIBOR, depending on the Company’s leverage ratio as defined in the Credit Agreement. Variable principal payments on the term loan are quarterly through March 31, 2018 with a balloon payment at maturity and with mandatory prepayments being required in certain circumstances. The credit facility is secured by substantially all of the Company’s assets. In addition, the Company is required to pay a commitment fee of between 0.25% and 0.50% on the unused portion of the total credit commitment for the preceding quarter, based on the Company’s leverage ratio under the Credit Agreement.

The Credit Agreement contains various financial covenants. The covenant for minimum fixed charge coverage, defined as the ratio of the sum of net income, interest expense, provision for taxes based on income, total depreciation expense, total amortization expense, other non-cash items reducing net income minus other non-cash items increasing net income minus capital expenditures, minus cash taxes paid and dividends paid to interest expense plus scheduled principal payments on long-term debt calculated on a rolling four-quarter basis is not to be less than 1.25 to 1 for each fiscal quarter ending on or after September 30, 2011. The Company’s fixed charge coverage was 3.70 to 1 at December 31, 2013. The covenant for maximum leverage, defined as the ratio of the sum of net income, interest expense, provision for taxes based on income, total depreciation expense, total amortization expense, other non-cash items reducing net income minus other non-cash items increasing net income to funded debt calculated on a rolling four-quarter basis is not to exceed 3.75 to 1 through March 31, 2015 or to exceed 3.5 to 1 each fiscal quarter thereafter. The Company’s leverage ratio was 2.68 to 1 at December 31, 2013.

The Company modified its existing credit facility by entering into Amendment No. 1 dated as of December 31, 2013 (the “Amendment”), to the Third Amended and Restated Credit Agreement, with HSBC Bank USA, National Association (“HSBC”), as Agent and with HSBC, Bank of America, N.A. and Manufacturers and Traders Trust Company, as Lenders ( the “Credit Agreement”). The Amendment modifies the definition of EBITDA by adding back certain non-recurring expenses and adjustments and modifies the definition of the Fixed Charge Coverage Ratio by excluding certain capital expenditures from the computation.

In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Credit Agreement automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the Agent the option to declare all such amounts immediately due and payable.

The Industrial Revenue Bonds are held by institutional investors and are guaranteed by a bank letter of credit, which is collateralized by certain property, plant and equipment assets, the carrying value of which approximates the principal balance on the bonds.