Debt

Notes payable and lines of credit as of December 31, 2016 and 2015 consisted of the following (in thousands):



	December 31, 2016			December 31, 2015
6.25% Senior notes due October 2021	$	400,000		$	400,000
Unamortized debt premium	1,989			2,395
Debt issuance cost	(5,324		)	(6,425		)
Senior secured revolving credit facility	—			—
Other debt	206			299
Total debt	396,871			396,269
Less: current maturities	(124		)	(253		)
Long-term debt	$	396,747		$	396,016

Senior Notes Due 2021

In October 2013, the Company issued $300.0 million of 6.25% senior unsecured notes due 2021 at par, and in November 2013, the Company issued an additional $100.0 million aggregate principal amount of the notes at a price of 103.25% of par, plus accrued interest from October 2, 2013 (the "Senior Notes"). The Senior Notes bear interest at a rate of 6.25% per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. Net proceeds from the issuance of approximately $394.0 million, after deducting initial purchasers' discounts and offering expenses and excluding accrued interest paid by the purchasers, were used for the repayment of the then-outstanding term loan balance and a portion of the revolving credit facility balance.

The terms of the Senior Notes are governed by the indenture, dated October 2, 2013 (the “Indenture”), between the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Senior Notes are senior unsecured obligations, and are guaranteed on a senior unsecured basis by the Company’s subsidiaries that guarantee the credit facility and rank junior to, among other indebtedness, the credit facility to the extent of the value of the collateral securing the credit facility. The Senior Notes contain customary covenants including some limitations and restrictions on the Company’s ability to pay dividends on, purchase or redeem its common stock or purchase or redeem its subordinated debt; make certain investments; incur or guarantee additional indebtedness or issue certain types of equity securities; create certain liens, sell assets, including equity interests in its restricted subsidiaries; redeem or prepay subordinated debt; restrict dividends or other payments of its restricted subsidiaries; consolidate, merge or transfer all or substantially all of its assets; engage in transactions with affiliates; and create unrestricted subsidiaries. Many of these restrictions will terminate if the Senior Notes become rated investment grade. The Indenture also contains customary events of default, including nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, failure to pay certain judgments and certain events of bankruptcy and insolvency. The Company is required to offer to repurchase the Senior Notes in connection with specified change in control events or with excess proceeds of asset sales not applied for permitted purposes.

The Company may redeem the Senior Notes due 2021:


•	beginning on October 1, 2016 at a redemption price of 104.688% of their principal amount plus accrued and unpaid interest and additional interest, if any; then


•	at a redemption price of 103.125% of their principal amount plus accrued and unpaid interest and additional interest, if any, for the twelve-month period beginning October 1, 2017; then


•	at a redemption price of 101.563% of their principal amount plus accrued and unpaid interest and additional interest, if any, for the twelve-month period beginning October 1, 2018; and then


•	at a redemption price of 100.000% of their principal amount plus accrued interest and unpaid interest and additional interest, if any, beginning on October 1, 2019.

Credit Facility

On February 25, 2016, the Company amended the credit facility with Wells Fargo Bank, National Association, as administrative agent and several financial institutions as lenders to reduce lender commitments to $200.0 million. On December 12, 2016, the Company further amended the Credit Facility, to, among other things, reduce revolving credit line commitments from $200.0 million to $140.0 million, including the previously existing sublimits for up to $25.0 million available for letters of credit and up to $10.0 million in swingline loans. As of December 31, 2016, the Company had no borrowings outstanding under the Amended Credit Facility, $17.0 million of outstanding letters of credit and the capacity to borrow an additional $103.7 million under the Amended Credit Facility. The Amended Credit Facility matures in November 2018 and, subject to certain limitations, lender commitments may be increased by an additional $150.0 million. The Company's borrowing capacity under the Amended Credit Facility could be reduced or eliminated, depending on the future EBITDA. Weighted average interest rates under the Amended Credit Facility at December 31, 2016 and 2015 were approximately 3.00% and 2.00%, respectively. Availability under the Amended Credit Facility is subject to a borrowing base calculated by reference to eligible accounts receivable in the United States, United Kingdom and Canada, eligible inventory in the United States, and cash on hand.

The Amended Credit Facility’s financial covenants, among other things, require the Company, on a consolidated basis, to maintain specified financial ratios or conditions. The Company was in compliance with all financial covenants under the Amended Credit Facility at December 31, 2016. The Company anticipates that it will continue to be in compliance with the Amended Credit Facility for the next twelve months.

The Amended Credit Facility’s financial covenants are summarized as follows:

•

Senior secured debt to adjusted EBITDA of not more than 4.50 to 1.0 for each fiscal quarter through December 31, 2017, and not more than 3.50 to 1.0 for each fiscal quarter ending thereafter through the termination of the facility; For purposes of calculation of senior secured debt to adjusted EBITDA, the Amended Credit Facility provides for netting of certain cash and cash equivalents against senior secured debt for each fiscal quarter through December 31, 2017; and


•	A fixed charge coverage ratio of not less than 1.25 to 1.0. This ratio is measured as EBITDA minus maintenance capital expenditures minus taxes paid in cash divided by scheduled principal and interest payments.The fixed charge coverage ratio is tested only if availability under the Amended Credit Facility falls below certain levels.

Other debt

Other debt consists primarily of various capital leases of equipment.

Debt issue costs

The Company has incurred loan costs that have been capitalized and are amortized to interest expense over the term of the Senior Notes and the Amended Credit Facility. As a result, approximately $1.9 million, $2.6 million and $2.6 million were amortized to interest expense for the years ended December 31, 2016, 2015 and 2014, respectively. On February 25, 2016 and December 12, 2016, the Company amended its credit facility. In connection with such amendments, lender commitments were reduced from $600.0 million to $140.0 million. Accordingly, the Company has written off $3.0 million of the deferred financing costs related to the credit facility in 2016.

Future payments

Future principal payments under long-term debt for each of the years ending December 31 are as follows (in thousands):



2017	$	124
2018	82
2019	—
2020	—
2021	400,000
Thereafter	—
Total future payment	$	400,206
Add: Unamortized debt premium	1,989
Less: Debt issuance cost	(5,324		)
Total debt	$	396,871