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Long-Term Debt
9 Months Ended
Sep. 30, 2011
Long-Term Debt
(7)  Long-Term Debt

Senior Secured Notes

On October 4, 2010, the Company issued $175,000 of senior secured notes.  These senior notes bear interest at an annual rate of 9.5% and mature on October 15, 2017.  The senior secured notes are redeemable, at the Company’s option, beginning October 15, 2014 at 104.75%.  Interest payments commenced on April 15, 2011 and are payable on April 15 and October 15 of each year, thereafter.  The senior secured notes indenture limits the amount of the Company and its restricted subsidiaries’ indebtedness, restricts certain payments and includes various other non-financial restrictive covenants.  The senior secured notes are guaranteed by all of the Company’s existing domestic restricted subsidiaries.  All other restricted subsidiaries that guarantee any indebtedness of the Company or its guarantors will also guarantee the senior secured notes.

On September 20, 2010, the Company commenced a tender offer to purchase for cash any and all of its $183,000 senior notes.  The consent payment deadline was October 1, 2010 and the tender offer expired on October 18, 2010.  For senior notes tendered before the consent payment deadline, the note holders received $1,002.50 for each $1,000.00 of principal amount of notes tendered.  There was $109,733 of senior notes tendered prior to the consent payment deadline and an additional $154 tendered after the consent payment deadline but before the tender offer deadline.  Holders tendering senior notes after the consent payment deadline were eligible to receive only the tender offer consideration of $1,000.00 per $1,000.00 principal amount of senior notes.  On November 4, 2010 all senior notes which were not tendered were redeemed by the Company at par.


Credit Facilities

On November 2, 2007, the Company entered into an asset-based credit facility (the “credit facility”), which permits borrowing up to a maximum level of $100,000.  In connection with the senior secured notes issuance, the Company entered into an Amended and Restated Credit and Security Agreement (the “Amended and Restated Agreement”) relating to the credit facility on September 20, 2010 which became effective on October 4, 2010.  The Amended and Restated Agreement (i) provided certain consents necessary for the issuance of the senior secured notes, (ii) extended the expiration date of the credit facility to November 1, 2012 and (iii) granted the facility agent, for the benefit of the lenders, second priority liens and security interests in the collateral subject to first priority liens and security interests in favor of the collateral agent for the holders of the senior secured notes.  At September 30, 2011 and December 31, 2010, there were $10,000 and $0 in borrowings outstanding on this credit facility, respectively.  The available borrowing capacity on this credit facility is based on eligible current assets, as defined.  At September 30, 2011 and December 31, 2010, the Company had total borrowing capacity of $69,612 and $61,251, respectively, based on eligible current assets and outstanding letters of credit, as defined.  The credit facility does not contain financial performance covenants which would constrain the Company’s borrowing capacity. However, restrictions do include limits on capital expenditures, operating leases, dividends and investment activities in a negative covenant which limits investment activities to $15,000 minus certain guarantees and obligations.  The credit facility expires on November 1, 2012, and requires a commitment fee of 0.375% on the unused balance.  Interest is payable quarterly at either (i) the higher of the prime rate or the Federal Funds rate plus 0.50%, plus a margin of 0.00% to 0.25% or (ii) LIBOR plus a margin of 1.00% to 1.75%, depending upon the Company’s undrawn availability, as defined.  The Company was in compliance with all covenants at September 30, 2011 and December 31, 2010.

On October 13, 2009, the Company’s majority owned consolidated subsidiary, Bolton Conductive Systems, LLC (“BCS”), entered into a master revolving note (the “Revolver”), which permits borrowing up to a maximum level of $3,000. On September 30, 2011, BCS amended the Revolver to extend the maturity date to September 28, 2012 and maintained the interest rate margin at 2.0%.  The available borrowing capacity on the Revolver is based on an advance formula, as defined.  At September 30, 2011 and December 31, 2010, BCS had borrowing capacity of $1,410 and $1,089, respectively, based on the advance formula.  At September 30, 2011 and December 31, 2010, BCS had $1,278 and $742 in borrowings outstanding on the Revolver, respectively.  Interest is payable monthly at the prime referenced rate plus a 2.0% margin.  At September 30, 2011, the interest rate on the Revolver was 5.25%.  The Company is a guarantor of BCS as it relates to the Revolver.  The Revolver contains certain financial restrictive covenants.  BCS violated the fixed charge and tangible net worth covenants related to the Revolver during the first quarter of 2011 and during the fourth quarter of 2010.  BCS received waivers for those covenant violations.  Subsequent to these violations, the fixed charge and tangible net worth covenants have been eliminated from the Revolver through its expiration.

Other Debt

BCS has an installment note.  Interest on the installment note is the prime referenced rate plus a 2.25% margin.  At September 30, 2011 and December 31, 2010, the interest rate on the installment note was 5.5%.  The installment note calls for monthly installment payments of principal and interest and matures in September of 2012.  At September 30, 2011 and December 31, 2010, the principal amount due on the installment note was $190 and $322, respectively.

On August 20, 2010, the Company’s wholly-owned subsidiary located in Suzhou, China entered into a term loan of 4,690 Chinese yuan, which matured on August 5, 2011.  On September 2, 2011, the subsidiary entered into a new term loan for 9,000 Chinese yuan which was $1,408 at September 30, 2011.  The term loan matures on September 1, 2012.  Interest is payable quarterly at the one-year lending rate published by The People’s Bank of China multiplied by 127.0%.  At September 30, 2011, the interest rate on the term loan was 8.33%.