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8. LONG-TERM DEBT
Long-term debt consisted of the following:
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|
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|
|
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|
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(In thousands) |
|
September 30,
2011 |
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December 31,
2010 |
|
|
Senior secured ABL revolving credit facility due 2016 |
|
$ |
36,402 |
|
$ |
|
|
|
9.0% senior secured notes due 2017 |
|
|
497,365 |
|
|
497,085 |
|
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7.125% senior notes due 2013 |
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|
|
|
|
8,965 |
|
|
9.5% senior notes due 2014 |
|
|
|
|
|
13,162 |
|
|
10.75% senior subordinated notes due 2016 |
|
|
41,454 |
|
|
41,412 |
|
|
Lease financing obligation |
|
|
107,519 |
|
|
112,385 |
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Other |
|
|
16,929 |
|
|
16,933 |
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| |
|
|
|
|
|
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Total debt |
|
|
699,669 |
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|
689,942 |
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| |
Less current portion |
|
|
(66,384 |
) |
|
(22,132 |
) |
| |
|
|
|
|
|
|
Long-term debt |
|
$ |
633,285 |
|
$ |
667,810 |
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| |
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Our senior secured asset-based revolving credit facility (the "ABL Revolver") provides for a maximum of $300 million of revolving credit through January 2016, subject to borrowing base availability, including sub-limits for letters of credit and swing line loans. The borrowing base is equal to specified percentages of our eligible accounts receivable and inventories, less other reserves reasonably determined by the co-collateral agents. The borrowings under the ABL Revolver are generally secured by substantially all of our assets.
On January 14, 2011, we entered into an amendment to the ABL Revolver. The amendment extended the maturity date of the ABL Revolver by two years to January 13, 2016, eliminated the $15 million availability block, reduced the unused commitment fees, reduced the applicable margins for borrowings under the ABL Revolver and amended the average excess availability amounts to which those margins apply.
The weighted average interest rate on borrowings under the ABL Revolver was 4.7% and 5.1% as of September 30, 2011 and December 31, 2010, respectively. In addition to paying interest on outstanding principal under the ABL Revolver, we are required to pay a commitment fee in respect of the unutilized commitments and we must also pay customary letter of credit fees equal to the applicable margin on London Interbank Offered Rate ("LIBOR") loans and agency fees.
The ABL Revolver requires that if excess availability is less than $45 million we must maintain a minimum fixed charge coverage ratio of 1.10 to 1.00. At September 30, 2011 and December 31, 2010 excess availability was $247.9 million and $264.8 million, respectively. In addition, the ABL Revolver includes affirmative and negative covenants that, subject to significant exceptions, limit our ability and the ability of our subsidiaries to, among other things: incur, assume or permit to exist additional indebtedness or guarantees; incur liens; make investments and loans; pay dividends, make payments on or redeem or repurchase capital stock; engage in mergers, acquisitions and asset sales; prepay, redeem or purchase certain indebtedness; amend or otherwise alter the terms of certain indebtedness; engage in certain transactions with affiliates; and alter the business that we conduct.
If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the ABL Revolver exceeds the lesser of (i) the commitment amount and (ii) the borrowing base, we will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount. If the amount available under the ABL Revolver is less than $60.0 million for a period of three consecutive business days or certain events of default have occurred, we will be required to deposit cash from our material deposit accounts (including all concentration accounts) daily in a collection account maintained with the administrative agent under the ABL Revolver, which will be used to repay outstanding loans and cash collateralize letters of credit. At September 30, 2011 and December 31, 2010, we had $36.4 million and nil in outstanding principal borrowed under the ABL Revolver and had outstanding letters of credit totaling $15.7 million and $20.2 million, respectively.
On April 4, 2011, we redeemed all of our 7.125% senior notes due 2013 and 9.5% senior notes due 2014 that remained outstanding for the aggregate principal amount of $22.2 million. In connection with the redemption of these notes, we incurred a $1.1 million loss during the nine months ended September 30, 2011 comprised of fees and unamortized discounts. On October 20, 2011, we redeemed all of our 10.75% senior subordinated notes due 2016 at $105.375 per $100 face value of such notes, for an aggregate payment of $44.1 million, including early redemption costs, for a subsequent loss on early redemption of debt of approximately $3.3 million.
On December 22, 2009, we issued $500.0 million principal amount of 9.0% senior secured notes due 2017 (the "9.0% senior secured notes"). Interest on these notes is payable January 15 and July 15 of each year. On or after January 15, 2014, we may redeem the notes in whole or in part, initially at 104.5% of their principal amount, and thereafter at prices declining annually to 100.0% on or after January 15, 2016. During any twelve- month period prior to January 15, 2014, we may make optional redemptions of up to 10 percent of the aggregate principal amount of the 9.0% senior secured notes at a redemption price of 103.0% of such principal amount plus any accrued and unpaid interest. In addition, prior to January 15, 2013, we may redeem up to 35 percent of the aggregate principal amount of the 9.0% senior secured notes at a redemption price equal to 109.0% of such principal amount, plus any accrued and unpaid interest. In addition, we may redeem some or all of the 9.0% senior secured notes at any time prior to January 15, 2014 at a price equal to the principal amount thereof plus a make-whole premium and any accrued and unpaid interest. The 9.0% senior secured notes are generally secured by substantially all of our assets, and contain certain restrictive covenants including restrictions on debt incurrence, granting of liens, dividends, acquisitions and investments.
As a result of our redemption of the 10.75% senior subordinated notes on October 20, 2011 we have classified them as current on the balance sheet as of September 30, 2011. In addition, we have a note payable of $16.9 million that will accrete to $18.2 million when it is due in January 2012 that we expect to repay prior to the end of 2011. Further, we expect to repay approximately $8.0 million of principal under our ABL Revolver over the next twelve months. Therefore, we have classified these debts as current in our unaudited condensed consolidated balance sheet as of September 30, 2011.
Lease Financing Obligation. The lease financing obligation is the result of the sale and concurrent leaseback of certain land and buildings in Canada in 2007. In connection with this transaction, a collateralized letter of credit was issued in favor of the buyer lessor resulting in the transaction being recorded as a financing transaction rather than a sale for generally accepted accounting principle purposes. As a result, the land, building and related accounts continue to be recognized in the condensed consolidated balance sheets. The future minimum lease payments under the terms of the related lease agreements at September 30, 2011 are $1.8 million for the remainder of 2011, $7.2 million in 2012, $7.4 million in 2013, $7.5 million in 2014, $7.7 million in 2015, and $9.8 million thereafter. The change in the future minimum lease payments from the December 31, 2010 balance is due to monthly payments and the change in the Canadian dollar exchange rate during the nine months ended September 30, 2011. |