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Long-Term Debt
3 Months Ended
Mar. 31, 2014
Long-Term Debt  
Long-Term Debt

Note 5. Long-Term Debt

 

Long-term debt as of March 31, 2014 and December 31, 2013 consists of the following (amounts in thousands):

 

 

 

March 31,

 

December 31,

 

 

 

2014

 

2013

 

Senior Notes due July 2020

 

$

172,108

 

$

172,481

 

Less: current portion

 

(1,750

)

(1,750

)

 

 

$

170,358

 

$

170,731

 

 

On July 30, 2013 certain of our subsidiaries entered into a credit agreement providing for a $175.0 million senior secured term loan B facility (the “Term Loan Facility”) which matures on July 30, 2020 The Term Loan Facility also provides an uncommitted accordion option (the “Incremental Facility”) allowing for additional borrowings under the Term Loan Facility up to an aggregate principal amount equal to (i) $20 million plus (ii) an additional amount up to 4.0x 1st lien net leverage. The obligations under the 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). The Term Loan Facility is secured by a first-priority perfected security interest in substantially all of the assets of the Company. Pricing on the Term Loan Facility was set at LIBOR plus 500 basis points (with a LIBOR floor of 1.25%), resulting in an effective interest rate 6.25%, and 1.0% of original issue discount (“OID”). The OID of $1.6 million, net of accumulated amortization of $0.2 million at March 31, 2014, is recorded as a reduction to the principal amount of the Term Loan Facility outstanding and will be amortized as a component of interest expense over the term of the Term Loan Facility. The proceeds of the loan were used to repay in full all outstanding debt obligations at our subsidiaries, to pay fees and expenses associated with the financing, and for general corporate purposes including potential future acquisitions. We recorded $3.1 million of debt issue costs associated with the Term Loan Facility, net of accumulated amortization of $0.3 million at March 31, 2014.

 

The Term Loan Facility principal payments are payable on quarterly due dates commencing September 30, 2013 and a final installment on July 30, 2020.

 

In addition, pursuant to the terms of the Term Loan Facility, within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2014), 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.

 

The carrying value of the long-term debt approximates fair value at December 31, 2013 and March 31, 2014.  The estimated fair value of our variable-rate debt is derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures).

 

Following are maturities of long-term debt, as of March 31, 2014 (amounts in thousands):

 

Year Ending

 

 

 

December 31,

 

 

 

Remainder of 2014

 

$

1,313

 

2015

 

1,750

 

2016

 

1,750

 

2017

 

1,750

 

2018 and thereafter

 

167,125

 

 

 

$

173,688