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LONG-TERM OBLIGATIONS
6 Months Ended
Jun. 30, 2013
LONG-TERM OBLIGATIONS  
LONG-TERM OBLIGATIONS

NOTE 3:   LONG-TERM OBLIGATIONS

 

The following is a summary of long-term obligations outstanding (in thousands):

 

 

 

Final
Maturity
Date

 

Weighted-
Average
Interest Rate

 

June 30,
2013

 

December 31,
2012

 

 

 

 

 

 

 

(in thousands)

 

Senior revolving loan

 

December 2015

 

3.0%

 

$

238,000

 

$

199,000

 

Capital leases

 

April 2017

 

6.1%

 

2,293

 

2,860

 

Note payable

 

October 2014

 

2.2%

 

6,085

 

7,080

 

Acquisition-related liabilities

 

July 2013

 

3.5%

 

3,947

 

3,499

 

Total long-term obligations, including current portion

 

 

 

 

 

250,325

 

212,439

 

Current maturities of long-term obligations

 

 

 

 

 

 

 

 

 

Capital leases

 

 

 

 

 

1,547

 

1,640

 

Notes payable

 

 

 

 

 

4,035

 

4,012

 

Acquisition-related liabilities

 

 

 

 

 

3,947

 

3,499

 

Total current maturities of long-term obligations

 

 

 

 

 

9,529

 

9,151

 

Total long-term obligations

 

 

 

 

 

$

240,796

 

$

203,288

 

 

Credit Facilities

 

We have a $325.0 million revolving loan senior credit facility with a maturity date of December 2015. We have the right, subject to compliance with the covenants as set forth in the credit facility agreement, to increase the facility up to a maximum of $375.0 million.  The credit facility is secured by liens on our land and buildings and substantially all of our personal property.

 

Borrowings under the senior credit facility bear interest at various rates based on our leverage ratio with two rate options at the discretion of management as follows:  (1) for base rate advances, borrowings bear interest at prime rate plus 75 to 175 basis points; and (2) for LIBOR rate advances, borrowings bear interest at LIBOR rate plus 175 to 275 basis points. At June 30, 2013, borrowings of $238.0 million under this facility had a weighted average interest rate of 3.0%. The average amount of borrowings under this facility during the second quarter of 2013 was $234.0 million.  The maximum amount outstanding during the second quarter of 2013 was $241.0 million.

 

The financial covenants contained in the credit facility include a total debt leverage ratio and a fixed charge coverage ratio (all as defined in our credit facility agreement).  The leverage ratio is not permitted to exceed 3.00 to 1.00 and the fixed charge coverage ratio is not permitted to be less than 1.25 to 1.00.  As of June 30, 2013, we were in compliance with all financial covenants and the amount available for additional borrowings under the credit facility under the most restrictive financial covenant was approximately $11.0 million.

 

Other restrictive covenants contained in our credit facility include limitations on incurring additional indebtedness and completing acquisitions.  We generally cannot incur indebtedness outside the credit facility with the exception of capital leases, up to $15.0 million, and subordinated debt, up to $100.0 million.  In addition, for acquisitions we must be able to demonstrate that, on a pro forma basis, we would be in compliance with our covenants during the four quarters prior to the acquisition, and lender permission must be obtained for acquisitions in which cash consideration exceeds $125.0 million or total consideration exceeds $175.0 million.  The total consideration for all acquisitions consummated during the term of our credit facility may not exceed $300.0 million in the aggregate without lender permission.

 

Capital Leases

 

We lease certain equipment under capital leases that generally require monthly payments with final maturity dates during various periods through 2017.  As of June 30, 2013, our capital lease obligations had a weighted-average interest rate of approximately 6.1%.

 

Note Payable

 

During 2011 we entered into a note payable related to a software license agreement that bears interest of approximately 2.2% and is payable quarterly through October 2014.

 

Acquisition-related Liabilities

 

Amounts recorded in connection with acquisition-related liabilities as of June 30, 2013 and December 31, 2012 are as follows:

 

 

 

June 30,
2013

 

December 31,
2012

 

 

 

(in thousands)

 

De Novo deferred acquisition price

 

 

 

 

 

Current portion

 

$

3,947

 

$

3,499

 

Total De Novo deferred acquisition price

 

$

3,947

 

$

3,499

 

 

De Novo Legal LLC

 

In connection with the acquisition of De Novo Legal LLC (“De Novo”) on December 28, 2011, a portion of the purchase price was deferred and was being held for potential indemnification claims.  A portion of the deferred purchase price, as adjusted for indemnification claims, will be paid to the sellers in the third quarter of 2013.  Upon resolution of the indemnification claims, the remaining deferred purchase price, if any, will be paid pursuant to specified provisions in the purchase agreement.

 

The undiscounted amount of all potential future payments that could be required under the De Novo contingent consideration opportunity is between $0 and $29.1 million over a remaining one-year measurement period. Based on our probability assessments of projected revenue over the remainder of the measurement period, we determined that it is not likely that any contingent consideration for De Novo will be realized and as such there is no liability recorded related to this contingent consideration as of June 30, 2013 and December 31, 2012.

 

Jupiter eServices LLC

 

The undiscounted amount of all potential future payments that we could be required to make under the Jupiter eSources LLC (“Jupiter eSources”) contingent consideration is between $0 and $10.0 million over the remaining measurement period through December 2014.  Based on our probability assessments of projected revenue over the remainder of the measurement period, we determined that it is not likely that any contingent consideration for Jupiter eSources will be realized and as such there is no liability recorded related to this contingent consideration as of June 30, 2013 and December 31, 2012