Annual report pursuant to Section 13 and 15(d)

Long-Term Debt and Notes Payable

v2.4.1.9
Long-Term Debt and Notes Payable
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Long-Term Debt and Notes Payable

NOTE 6 — LONG-TERM DEBT AND NOTES PAYABLE

Long-term debt consists of the following:

 

(In thousands)       
     2014      2013  

Revolving Credit Line issued under the Fourth Amended and Restated Credit Agreement dated September 26, 2014. Interest is at LIBOR plus between 1.375 and 2.25% (1.67% at December 31, 2014).

   $ 165,000       $ —     

Senior Term Note issued under the Third Amended and Restated Credit Agreement dated July 18, 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. The entire amount was paid off in November 2014.

     —           4,720   

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. The entire amount was paid off in November 2014.

     —           1,545   

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. The entire amount was paid off in November 2014.

     —           2,050   

Other Bank Debt

     3,102         2,936   

Capital Lease Obligations

     14,906         3,819   
  

 

 

    

 

 

 
  183,008      200,320   

Less Current Maturities

  2,796      12,279   
  

 

 

    

 

 

 
$ 180,212    $ 188,041   
  

 

 

    

 

 

 

 

Principal maturities of long-term debt are approximately:

 

(In thousands)       

2015

   $ 2,796   

2016

     2,725   

2017

     2,829   

2018

     2,808   

2019

     166,874   

Thereafter

     4,976   
  

 

 

 
$ 183,008   
  

 

 

 

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, to the Second Amended and Restated Credit Agreement, which 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.

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, which 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. The amended facilities carried 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 were required quarterly through March 31, 2018 with a balloon payment at maturity. In addition, the Company was 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.

In connection with the funding of the acquisition of ATS, the Company amended its existing credit facility to exercise its option to increase the revolving credit commitment. The credit agreement provided for a $125 million, five-year revolving credit facility maturing on June 30, 2018, of which $58.0 million was drawn to finance the acquisition. In addition, the Company was required to pay a commitment fee quarterly at a rate of between 0.25% and 0.50% per annum on the unused portion of the total revolving credit commitment, based on the Company’s leverage ratio.

On September 26, 2014, the Company modified and extended its existing credit facility (the “Original Facility”) by entering into the Fourth Amended and Restated Credit Agreement (the “Agreement”). On the closing date, there were $180.5 million of term loans outstanding and $6 million of revolving loans outstanding under the Original Facility. Pursuant to the Agreement, the Original Facility was replaced with a $350 million revolving credit line with the option to increase the line by up to $150 million. The outstanding balances in the Original Facility were rolled into the Agreement on the date of entry. In addition, the maturity date of the loans under the Agreement is now September 26, 2019. The credit facility allocates up to $20 million of the $350 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At December 31, 2014, outstanding letters of credit totaled $1.1 million.

Covenants in the Agreement have been modified to where the maximum permitted leverage ratio of funded debt to Adjusted EBITDA (as defined in the Agreement) is 3.5 to 1, increasing to 4.0 to 1 for up to two fiscal quarters following the closing of an acquisition permitted under the Agreement. The Company will pay interest on the unpaid principal amount of the facility at a rate equal to one-, three- or six-month LIBOR plus between 137.5 basis points and 225 basis points based upon the Company’s leverage ratio. The Company will also pay a commitment fee to the Lenders in an amount equal to between 17.5 basis points and 35 basis points on the undrawn portion of the credit facility, based upon the Company’s leverage ratio. The fixed charge coverage ratio under the Original Facility has been replaced with a minimum interest coverage ratio (Adjusted EBITDA to interest expense) of 3.0 to 1 for the term of the Agreement. The Company’s interest coverage ratio was 18.7 to 1 at December 31, 2014. The Company’s leverage ratio was 1.28 to 1 at December 31, 2014.

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 were held by institutional investors and were guaranteed by a bank letter of credit, which was collateralized by certain property, plant and equipment assets, the carrying value of which approximated the principal balance on the bonds. In September 2014, the Company directed the optional redemption in whole of its Industrial Revenue Bonds, pursuant to which all of the principal and interest due was paid and all letters of credit in support of the obligations were cancelled prior to December 31, 2014.