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Financing Arrangements | 12 Months Ended
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Dec. 28, 2013
Debt Disclosure [Abstract] |
Financing Arrangements | FINANCING ARRANGEMENTS The following is a summary of long-term debt at December 28, 2013 and December 29, 2012:
| 2013 |  | 2012
| (dollars in thousands)
Senior secured revolving credit line | $ | 568,600 |  |  | $ | 256,500 |
Foreign loans | 2,680 |  |  | 3,220 |
Other debt arrangement | 318 |  |  | 350 |
Total debt | $ | 571,598 |  |  | $ | 260,070 |
Less current maturities of long-term debt | 1,408 |  |  | 1,850 |
Long-term debt | $ | 570,190 |  |  | $ | 258,220 |
On August 7, 2012, the company entered into a senior secured multi-currency credit facility. Terms of the company’s senior credit agreement provide for $1.0 billion of availability under a revolving credit line. As of December 28, 2013, the company had $568.6 million of borrowings outstanding under this facility. The company also had $12.8 million in outstanding letters of credit as of December 28, 2013, which reduces the borrowing availability under the revolving credit line. Remaining borrowing availability under this facility was $418.6 million at December 28, 2013. At December 28, 2013, borrowings under the senior secured credit facility are assessed at an interest rate of 1.50% above LIBOR for long-term borrowings or at the higher of the Prime rate and the Federal Funds Rate. At December 28, 2013 the average interest rate on the senior debt amounted to 1.85%. The interest rates on borrowings under the senior secured credit facility may be adjusted quarterly based on the company’s indebtedness ratio on a rolling four-quarter basis. Additionally, a commitment fee based upon the indebtedness ratio is charged on the unused portion of the revolving credit line. This variable commitment fee amounted to 0.25% as of December 28, 2013. In August 2006, the company completed its acquisition of Houno A/S in Denmark. This acquisition was funded in part with locally established debt facilities with borrowings in Danish Krone. These facilities included a revolving credit facility and term loan. At December 28, 2013 these facilities amounted to $1.6 million in U.S. dollars, including $0.2 million outstanding under a revolving credit facility and $1.4 million under a term loan. The interest rate on the revolving credit facility is assessed at 1.25% above Euro LIBOR, which amounted to 2.70% on December 28, 2013. The term loan matures in 2022 and the interest rate is assessed at 4.55%. In April 2008, the company completed its acquisition of Giga Grandi Cucine S.r.l in Italy. This acquisition was funded in part with locally established debt facilities with borrowings denominated in Euro. At December 28, 2013 these facilities amounted to $0.5 million in U.S. dollars. The interest rate on the credit facilities is variable based on the three-month Euro LIBOR. At December 28, 2013, the average interest rate on these facilities was approximately 3.91%. The facilities are secured by outstanding accounts receivable collectible within six months. In October 2013, the company completed its acquisition of substantially all of the assets of Celfrost Innovations Private Limited in India. At the time of the acquisition a local credit facility was established to fund local working capital needs denominated in Indian Rupee. At December 28, 2013, the facility amounted to $0.5 million in U.S. dollars. At December 28, 2013, borrowings under the facility were assessed at an interest rate at 1.25% above the Reserve Bank of India's base rate for long-term borrowings. At December 28, 2013, the average interest rate on this facility was approximately 11.00%. The company’s debt is reflected on the balance sheet at cost. Based on current market conditions, the company believes its interest rate margins on its existing debt are consistent with current market conditions and therefore the carrying value of debt reflects the fair value. However, as the interest rate margin is based upon numerous factors, including but not limited to the credit rating of the borrower, the duration of the loan, the structure and restrictions under the debt agreement, current lending policies of the counterparty, and the company’s relationships with its lenders, there is no readily available market data to ascertain the current market rate for an equivalent debt instrument. As a result, the current interest rate margin is based upon the company’s best estimate based upon discussions with its lenders. The company estimated the fair value of its loans by calculating the upfront cash payment a market participant would require to assume the company’s obligations. The upfront cash payment is the amount that a market participant would be able to lend to achieve sufficient cash inflows to cover the cash outflows under the company’s senior revolving credit facility assuming the facility was outstanding in its entirety until maturity. Since the company maintains its borrowings under a revolving credit facility and there is no predetermined borrowing or repayment schedule, for purposes of this calculation the company calculated the fair value of its obligations assuming the current amount of debt at the end of the period was outstanding until the maturity of the company’s senior revolving credit facility in August 2017. Although borrowings could be materially greater or less than the current amount of borrowings outstanding at the end of the period, it is not practical to estimate the amounts that may be outstanding during future periods. The carrying value and estimated aggregate fair value, a level 2 measurement, based primarily on market prices, of debt is as follows (in thousands):
| December 28, 2013 |  | December 29, 2012
| Carrying Value |  | Fair Value |  | Carrying Value |  | Fair Value
Total debt | $ | 571,598 |  |  | $ | 571,598 |  |  | $ | 260,070 |  |  | $ | 260,070 |
The company believes that its current capital resources, including cash and cash equivalents, cash generated from operations, funds available from its current lenders and access to the credit and capital markets will be sufficient to finance its operations, debt service obligations, capital expenditures, product development and expenditures for the foreseeable future. The company has historically entered into interest rate swap agreements to effectively fix the interest rate on a portion of its outstanding debt. The agreements swap one-month LIBOR for fixed rates. As of December 28, 2013, the company had the following interest rate swaps in effect:
|  | Fixed |  |  |  |
Notional |  | Interest |  | Effective |  | Maturity
Amount |  | Rate |  | Date |  | Date
$ | 25,000,000 |  |  | 1.610 | % |  | 2/23/2011 |  | 2/24/2014
25,000,000 |  |  | 2.520 | % |  | 2/23/2011 |  | 2/23/2016
25,000,000 |  |  | 0.975 | % |  | 7/18/2011 |  | 7/18/2014
15,000,000 |  |  | 1.185 | % |  | 9/12/2011 |  | 9/12/2016
15,000,000 |  |  | 0.620 | % |  | 9/12/2011 |  | 9/11/2014
10,000,000 |  |  | 0.498 | % |  | 2/11/2013 |  | 7/11/2015
15,000,000 |  |  | 0.458 | % |  | 2/11/2013 |  | 10/11/2015
25,000,000 |  |  | 0.635 | % |  | 2/11/2013 |  | 8/11/2016
25,000,000 |  |  | 0.789 | % |  | 2/11/2013 |  | 3/11/2017
25,000,000 |  |  | 0.803 | % |  | 2/11/2013 |  | 5/11/2017
35,000,000 |  |  | 0.880 | % |  | 2/11/2013 |  | 7/11/2017
10,000,000 |  |  | 1.480 | % |  | 9/11/2013 |  | 7/11/2017
The terms of the senior secured credit facility limit the ability of the company and its subsidiaries to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted payments; and enter into certain transactions with affiliates; and require, among other things, a maximum ratio of indebtedness to EBITDA of 3.5 and a fixed charge coverage ratio (as defined in the senior secured credit facility) of 1.25. The senior secured credit facility is secured by substantially all of the assets of Middleby Marshall, the company and the company's domestic subsidiaries and is unconditionally guaranteed by, subject to certain exceptions, the company and certain of the company's direct and indirect material domestic subsidiaries. The senior secured credit facility contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the company or any subsidiary for the payment of material uninsured amounts; the invalidity of the Company guarantee or any subsidiary guaranty; and a change of control of the company. The credit agreement also provides that if a material adverse change in the company’s business operations or conditions occurs, the lender could declare an event of default. Under terms of the agreement, a material adverse effect is defined as (a) a material adverse change in, or a material adverse effect upon, the operations, business properties, condition (financial and otherwise) or prospects of the company and its subsidiaries taken as a whole; (b) a material impairment of the ability of the company to perform under the loan agreements and to avoid any event of default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the company of any loan document. A material adverse effect is determined on a subjective basis by the company's creditors. At December 28, 2013, the company was in compliance with all covenants pursuant to its borrowing agreements. The aggregate amount of debt payable during each of the next five years is as follows:
| (in thousands)
2014 | $ | 1,408 |
2015 | 412 |
2016 | 130 |
2017 | 568,730 |
2018 and thereafter | 918 |
| $ | 571,598 |

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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 SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 4 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: 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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