XML 40 R14.htm IDEA: XBRL DOCUMENT v3.6.0.2
Long-Term Debt
12 Months Ended
Dec. 31, 2016
Long-term debt  
Long-term debt

 

Note 7. Long-Term Debt

        Long-term debt as of December 31, 2016 and 2015 consists of the following (amounts in thousands):

                                                                                                                                                                                    

 

 

December 31, 2016

 

December 31, 2015

 

Senior Notes due July 2020

 

$

210,270

 

$

217,669

 

Less: Current portion

 

 

 

 

(8,278

)

​  

​  

​  

​  

 

 

$

210,270

 

$

209,391

 

​  

​  

​  

​  

​  

​  

​  

​  

        Note that the prior year balance sheet presentation was adjusted to conform with current year adoption of ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs, which requires that deferred financing fees be presented in the balance sheet as a direct reduction of Long-term debt. As a result, prior year assets and liabilities both decreased by $2.3 million.

        On July 31, 2014, certain of our subsidiaries (the "Borrowers") amended the Term Loan Facility (the "Existing Term Loan Facility") which provides for an aggregate principal amount of $225.0 million and matures on July 30, 2020. Pricing on the Existing Term Loan Facility was set at LIBOR plus 400 basis points subject to a LIBOR floor of 1.00% resulting in an effective interest rate 5.00%, and 0.5% of original issue discount ("OID"). The Existing Term Loan Facility also provides an uncommitted accordion option (the "Incremental Facility") allowing for additional borrowings under the Existing Term Loan Facility up to an aggregate principal amount equal to (i) $40.0 million plus (ii) an additional amount of up to 4.0x first lien net leverage. The obligations under the Existing Term Loan Facility are guaranteed by HMTV, LLC, our direct wholly-owned subsidiary, and all of our existing and future subsidiaries (subject to certain exceptions in the case of immaterial subsidiaries). Additionally, the Existing Term Loan Facility provides for an uncommitted incremental revolving loan option in an aggregate principal amount of up to $20.0 million, which shall be secured on a pari passu basis by the collateral securing the Existing Term Loan Facility. The Existing Term Loan Facility is secured by a first-priority perfected security interest in substantially all of our assets.

        The proceeds of the Existing Term Loan Facility, were used to pay fees and expenses associated with the Cable Networks Acquisition, and for general corporate purposes including potential future acquisitions. The OID of $1.3 million, net of accumulated amortization of $1.1 million at December 31, 2016, was recorded as a reduction to the principal amount of the Existing Term Loan Facility outstanding and will be amortized as a component of interest expense over the term of the Existing Term Loan Facility. We recorded $1.8 million of deferred financing costs associated with the Existing Term Loan Facility, as amended, net of accumulated amortization of $1.5 million at December 31, 2016, which was recorded as a reduction to the principal amount of the Long-term debt outstanding and will be amortized utilizing the effective interest rate method over the remaining term of the Existing Term Loan Facility. In July 2014, we recorded a $1.1 million loss on early extinguishment of debt; $0.7 million related to deferred costs and $0.4 million related to OID.

        The Existing Term Loan Facility principal payments are payable on quarterly due dates commencing September 30, 2014, with a final installment on July 30, 2020.

        In addition, pursuant to the terms of the Existing Term Loan Facility, within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2015), the Borrowers are required to make a prepayment of the loan principal in an amount equal to 50% of the excess cash flow of the most recently completed fiscal year. Excess cash flow is generally defined as net income plus depreciation and amortization expense, less mandatory prepayments of the term loan, interest charges, income taxes and capital expenditures, and adjusted for the change in working capital. The percentage of the excess cash flow used to determine the amount of the prepayment of the loan declines from 50% to 25% and again to 0% at lower leverage ratios.

        In March of 2016, the Company made an excess cash flow payment of $8.3 million. As permitted under the Existing Term Loan Facility, the excess cash flow payment was allocated at our election and in direct order of maturity, accordingly, we did not make the scheduled quarterly loan amortization payments in 2016.

        Following are maturities of long-term debt, at December 31, 2016 (amounts in thousands):(a)

                                                                                                                                                                                    

Year Ending December 31,

 

 

 

2017

 

$

 

2018

 

 

 

2019

 

 

722 

 

2020

 

 

212,625 

 

​  

​  

 

 

$

213,347 

 

​  

​  

​  

​  


 

 

 

(a)          

Table does not consider any future excess cash payments.

        On February 14, 2017 (the "Closing Date), the Borrowers amended the Existing Term Loan Facility. (the "Amended Term Loan Facility") (see Note 12 Subsequent Event).

        The Amended Term Loan Facility provides for term loans in the aggregate principal amount of $213.3 million, which will mature on February 14, 2024. (the Existing Term Loan Facility was due to mature on July 30, 2020). The Amended Term Loan Facility, issued with 0.5% of original issue discount, will bear interest at the Borrowers' option of either (i) LIBOR plus a margin of 3.50% (decreased from a margin of 4.00% under the Existing Term Loan Facility) or (ii) or an Alternate Base Rate ("ABR") plus a margin of 2.50% (decreased from a margin of 3.00% under the Existing Term Loan Facility). There is no LIBOR floor (a decrease from a LIBOR floor of 1.00% under the Existing Term Loan Facility).

        The Amended Term Loan Facility will require the Borrowers to make amortization payments (in quarterly installments) equal to 1.00% per annum with respect to the Existing Term Loan Facility with any remaining amount due at final maturity. The Amended Term Loan Facility principal payments will commence on March 31, 2017 with a final installment on February 14, 2024. Voluntary prepayments will be permitted, in whole or in part, subject to certain minimum prepayment requirements; provided that any prepayments made prior to the date that is six months from the Closing Date of the Amended Term Loan Facility, for the purpose of repricing or effectively repricing the Amended Term Loan Facility, will be required to include a 1.00% prepayment premium.

        Following are maturities of long-term debt under the Amended Term Loan Facility, (amounts in thousands):(a)

                                                                                                                                                                                    

Year Ending December 31,

 

 

 

2017

 

$

2,133 

 

2018

 

 

2,133 

 

2019

 

 

2,133 

 

2020

 

 

2,133 

 

2021 and thereafter

 

 

204,815 

 

​  

​  

 

 

$

213,347 

 

​  

​  

​  

​  

        The Amended Term Loan Facility, among other terms, provides for an uncommitted incremental loan option (the "Incremental Facility") allowing for increases for borrowings under the Amended Term Loan Facility and borrowing of new tranches of term loans, up to an aggregate principal amount equal to (i) $65.0 million (increased from $40.0 million from the Existing Credit Agreement) plus (ii) an additional amount (the "Incremental Facility Increase") provided, if after giving effect to such Incremental Facility Increase (as well as any other additional term loans), on a pro forma basis, the First Lien Net Leverage Ratio (as defined in the Amended Credit Agreement) for the most recent four consecutive fiscal quarters does not exceed 4.00:1.00 and the Total Net Leverage Ratio (as defined in the Amended Credit Agreement) for the most recent four consecutive fiscal quarters does not exceed 6.00:1.00. The First Lien Net Leverage Ratio and the Total Net Leverage Ratio each caps the cash netted against debt up to a maximum amount of $60.0 million (increased from $45.0 million under the Existing Credit Agreement). Additionally, the Amended Term Loan Facility also provides for an uncommitted incremental revolving loan option (the "Incremental Revolving Facility") allowing for an aggregate principal amount of up to $30.0 million, which shall be secured on a pari passu basis by the collateral securing the Amended Term Loan Facility.