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Debt | 12 Months Ended
--- | ---
Dec. 31, 2015
Debt Disclosure [Abstract] |
Debt | DEBT The following table summarizes the components of long-term debt and capital lease obligations, net:
(in millions) | 2015 |  | 2014
2013 Credit Agreement: |  |  |
Revolving Credit Facility | $ | — |  |  | $ | — |
Term Loan | 43.4 |  |  | 49.2 |
Capital lease obligations | 0.7 |  |  | 1.0 |
Total long-term borrowings and capital lease obligations, including current portion | 44.1 |  |  | 50.2 |
Less: Current maturities | — |  |  | 5.8 |
Less: Current capital lease obligations | 0.4 |  |  | 0.4 |
Total long-term borrowings and capital lease obligations, net | $ | 43.7 |  |  | $ | 44.0 |
The fair value of long-term debt is based on interest rates that we believe are currently available to us for issuance of debt with similar terms and remaining maturities (Level 2 input). The following table summarizes the carrying amounts and fair values of the Company’s financial instruments:
| 2015 |  | 2014
(in millions) | Notional Amount |  | Fair Value |  | Notional Amount |  | Fair Value
Long-term debt (a) | $ | 44.1 |  |  | $ | 44.1 |  |  | $ | 50.2 |  |  | $ | 50.2 |
(a) | Long-term debt includes current portions of long-term debt and current portions of capital lease obligations of $0.4 million and $6.2 million as of December 31, 2015 and 2014, respectively.
On January 27, 2016, the Company entered into an Amended and Restated Credit Agreement (the “2016 Credit Agreement”), by and among the Company and certain of its foreign subsidiaries (collectively, the “Borrowers”), Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, N.A. as syndication agent, KeyBank National Association, as documentation agent, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, and the other lenders and parties signatory thereto. The 2016 Credit Agreement is a $325.0 million revolving credit facility, maturing on January 27, 2021, that provides for borrowings in the form of loans or letters of credit up to the aggregate availability under the facility, with a sub-limit of $50.0 million for letters of credit. The 2016 Credit Agreement allows for the Borrowers to borrow in denominations of U.S. Dollars, Canadian Dollars (up to a maximum of C$85.0 million) or euros (up to a maximum of €20.0 million). In addition, the Company may cause the commitments to increase by up to an additional $75.0 million, subject to the approval of the applicable lenders providing such additional financing. Borrowings under the 2016 Credit Agreement may be used for working capital and general corporate purposes, including permitted acquisitions. The Company’s domestic subsidiaries provide guarantees for all obligations of the Borrowers under the 2016 Credit Agreement, which is secured by a first priority security interest in all now or hereafter acquired domestic property and assets and the stock or other equity interests in each of the domestic subsidiaries and 65% of the outstanding voting capital stock of certain first-tier foreign subsidiaries, subject to certain exclusions. Borrowings under the 2016 Credit Agreement bear interest, at the Company’s option, at a base rate or a LIBOR rate, plus, in each case, an applicable margin. The applicable margin ranges from 0.00% to 1.25% for base rate borrowings and 1.00% to 2.25% for LIBOR borrowings. The Company must also pay a commitment fee to the lenders ranging between 0.15% to 0.30% per annum on the unused portion of the $325.0 million revolving credit facility along with other standard fees. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin plus other customary fees. The Company is subject to certain leverage ratio and interest coverage ratio financial covenants under the 2016 Credit Agreement that are to be measured at each fiscal quarter-end. The 2016 Credit Agreement also includes a “covenant holiday” period, which allows for the temporary increase of the minimum leverage ratio following the completion of a permitted acquisition, or a series of permitted acquisitions, when the total consideration exceeds a specified threshold. In addition, the 2016 Credit Agreement includes customary negative covenants, subject to certain exceptions, restricting or limiting the Company’s and its subsidiaries’ ability to, among other things: (i) make non-ordinary course dispositions of assets, (ii) make certain fundamental business changes, such as merge, consolidate or enter into any similar combination, (iii) make restricted payments, including dividends and stock repurchases, (iv) incur indebtedness, (v) make certain loans and investments, (vi) create liens, (vii) transact with affiliates, (viii) enter into sale/leaseback transactions, (ix) make negative pledges and (x) modify subordinated debt documents. Under the 2016 Credit Agreement, restricted payments, including dividends and stock repurchases, shall be permitted if (i) the Company’s leverage ratio is less than or equal to 2.50, (ii) the Company is in compliance with all other financial covenants and (iii) there are no existing defaults under the 2016 Credit Agreement. If its leverage ratio is more than 2.50, the Company is still permitted to fund (i) up to $30.0 million of dividend payments, (ii) stock repurchases sufficient to offset dilution created by the issuance of equity as compensation to its officer, directors, employees and consultants and (iii) an incremental $30.0 million of other cash payments. The 2016 Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the 2016 Credit Agreement and the commitments from the lenders may be terminated. The 2016 Credit Agreement amends and restates the Company’s March 13, 2013 Credit Agreement (the “2013 Credit Agreement”) by and among the Company, as borrower, the lenders referred to therein, as lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, General Electric Capital Corporation, as syndication agent, and Wells Fargo Securities, LLC and GE Capital Markets, Inc., as joint lead arrangers and joint book managers. The 2013 Credit Agreement provided the Company with a $225.0 million senior secured credit facility comprised of a five-year fully funded term loan of $75.0 million and a five-year $150.0 million revolving credit facility under which borrowings may be made from time to time during the five-year term. The 2013 Credit Agreement was a five-year senior secured credit facility secured by a first priority security interest in all now or hereafter acquired domestic property and assets and the stock or other equity interests in each of the domestic subsidiaries and certain of the first-tier foreign subsidiaries, subject to certain exclusions. Under the terms of the 2013 Credit Agreement, the Company was required to make quarterly installment payments against the $75.0 million term loan, with any remaining balance due on the maturity date of March 13, 2018. As a result of executing the 2016 Credit Agreement subsequent to December 31, 2015, but prior to the issuance of the financial statements, the $6.9 million current portion of term loan debt outstanding as of December 31, 2015 has been reflected as a component of long-term borrowings and capital lease obligations on the Consolidated Balance Sheet. Under the 2013 Credit Agreement, the Company was allowed to prepay the term loan in whole or in part prior to maturity without premium or penalty. In the fourth quarter of 2014, the Company made a voluntary term loan prepayment of $15.0 million. In the first quarter of 2016, the Company repaid the remaining $43.4 million of principal outstanding under the 2013 Credit Agreement. The 2013 Credit Agreement provided for loans and letters of credit in an amount up to an aggregate availability under the revolving credit facility of $150.0 million, with a sub-limit of $50.0 million for letters of credit. Borrowings under the 2013 Credit Agreement bore interest, at the Company’s option, at a base rate or a LIBOR rate, plus, in each case, an applicable margin. The applicable margin ranged from 1.00% to 2.00% for base rate borrowings and 2.00% to 3.00% for LIBOR borrowings. The Company was also required to pay a commitment fee to the lenders equal to a range of 0.25% to 0.45% per annum on the unused portion of the $150.0 million revolving credit facility along with other standard fees. Letter of credit fees were also payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin plus other customary fees. The Company was allowed to prepay in whole or in part advances under the revolving credit facility portion without penalty or premium other than customary “breakage” costs with respect to LIBOR loans. The 2013 Credit Agreement required the Company to comply with financial covenants related to the maintenance of a minimum fixed charge coverage ratio and maximum leverage ratio. The financial covenants were measured at each fiscal quarter-end. Restricted payments, including dividends, were permitted only if the pro-forma leverage ratio after giving effect to such payment is less than 3.25 x, pro-forma compliance after giving effect to such payment was maintained for all other financial covenants and there were no existing defaults under the 2013 Credit Agreement. The Company was in compliance with all of its debt covenants as of, and throughout the year ended, December 31, 2015. In the first quarter of 2013, upon execution of the 2013 Credit Agreement, the Company recorded $8.7 million of costs related to the termination of its prior debt agreements. The costs included a $4.2 million early termination penalty payment and a $4.5 million write-off of the remaining unamortized deferred financing costs related to the prior debt agreements. The Company incurred $1.9 million of debt issuance costs associated with the execution of the 2013 Credit Agreement. Financing costs incurred in connection with the 2013 Credit Agreement were deferred and, prior to the execution of the 2016 Credit Agreement, were being amortized over the five-year term. The Company does not expect to write off a material amount of unamortized deferred financing fees associated with the 2013 Credit Agreement in connection with executing the 2016 Credit Agreement in the first quarter of 2016. The Company estimates that approximately $1 million of debt issuance costs were incurred in connection with the execution of the 2016 Credit Agreement. As of December 31, 2015, there was no cash drawn and $19.2 million of undrawn letters of credit under the $150.0 million revolving credit facility portion of the 2013 Credit Agreement, with $130.8 million of net availability for borrowings. As of December 31, 2015, no amounts were drawn against the Company’s non-U.S. lines of credit which provide for borrowings up to $10.0 million. For the years ended December 31, 2014 and December 31, 2013, gross borrowings under the Company’s domestic revolving credit facility of the 2013 Credit Agreement were $6.5 million and $123.7 million, respectively. For the years ended December 31, 2014 and December 31, 2013, gross payments under the Company’s domestic revolving credit facility of the 2013 Credit Agreement were $26.5 million and $106.2 million, respectively. There were no borrowings or repayments under the Company’s domestic revolving credit facility of the 2013 Credit Agreement during 2015. Aggregate maturities of total borrowings, giving effect to the 2016 Credit Agreement, amount to approximately $0.4 million in 2016, $0.3 million in 2017, none in 2018, none in 2019 and $43.4 million in 2020 and thereafter. The weighted average interest rate on long-term borrowings was 2.4% at December 31, 2015. The Company paid interest of $1.9 million in 2015, $3.0 million in 2014 and $9.4 million in 2013.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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