XML 24 R15.htm IDEA: XBRL DOCUMENT v3.3.1.900
Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Debt
Debt
Long-term debt as of December 31, 2015 and 2014 consists of the following:
(in thousands)
 
December 31, 2015
 
December 31, 2014
Revolving credit agreement
 
$
152,260

 
$

Senior secured notes
 
250,000

 
250,000

Other
 
6,266

 
9,856

 
 
408,526

 
259,856

Unamortized original issue discount
 
(664
)
 
(907
)
 
 
407,862

 
258,949

Less: Current portion of long-term debt
 
2,777

 
3,661

 
 
$
405,085

 
$
255,288



Revolving Credit Agreement

On December 1, 2015, in connection with the Merger, the Company entered into a credit agreement (the "Credit Agreement") with Wells Fargo Capital Finance, as administrative agent, and certain other lenders. The Credit Agreement includes a revolving line of credit (the "Revolver") with maximum availability of $450 million, of which up to $75 million may be used for issuance of letters of credit. The Revolver is subject to an asset-based borrowing formula on eligible accounts receivable, credit card receivables and inventory, in each case reduced by certain reserves. We were in compliance with all debt covenants for the year ended December 31, 2015.

Borrowings under the Revolver bear interest, at our option, at either the Base Rate (which means the higher of (i) the Federal Funds Rate plus 0.5%, (ii) the LIBOR rate plus 1.0% or (iii) the prime rate) plus a Base Rate Margin (which ranges from 0.25% to 0.75% based on Revolver availability) or LIBOR plus a LIBOR Rate Margin (which ranges from 1.25% to 1.75% based on Revolver availability).
The fee on any outstanding letters of credit issued under the Revolver ranges from 0.75%-1.25%, depending on whether the letters of credit are fully cash collateralized. The fee on the unused portion of the Revolver is 0.25%. The Credit Agreement contains customary nonfinancial covenants, including restrictions on new indebtedness, issuance of liens, investments, distributions to equityholders, asset sales and affiliate transactions. The Credit Agreement includes a financial covenant that requires us to maintain a minimum Fixed Charge Coverage Ratio of 1.00:1:00, as defined therein. However, the covenant is only applicable if excess availability under the Credit Agreement is less than or equal to the greater of (1) $40 million and (2) 10% of the line cap, and remains in effect until excess availability has been greater than the greater of (1) $40 million and (2) 10% of the line cap for 30 consecutive days.
We had outstanding borrowings of $152.3 million with net availability of $127.3 million as of December 31, 2015. The interest rate on outstanding LIBOR Rate borrowings of $129.0 million ranged from 1.7%-1.9%, the interest rate on outstanding FILO borrowings of $21.0 million of 2.7% and the interest rate on outstanding Base Rate borrowings of $2.3 million was 4.0% as of December 31, 2015. We had $64.6 million in letters of credit outstanding under the Credit Agreement as of December 31, 2015. The Revolver is collateralized by substantially all assets of the Company. The carrying value of the Revolver at December 31, 2015 approximates fair value as the Revolver contains a variable interest rate. As such, the fair value of the Revolver was classified as a Level 2 measurement in accordance with ASC 820.
Senior Secured Notes

On September 20, 2013, Legacy BMC issued $250.0 million of senior secured notes (the "Senior Notes"). The Senior Notes are governed by an indenture dated September 20, 2013 (the " BMC Indenture"). Concurrent with the Merger, the Company entered into a second supplemental indenture pursuant to which the Company assumed all obligations of Legacy BMC in relation to the Senior Notes (together with the BMC Indenture, the "Indenture"). The Senior Notes mature on September 15, 2018 and are secured by a first priority lien on certain property and equipment and a subordinate lien on certain assets which collectively approximate substantially all assets of the Company. The interest rate is fixed at 9.0% and is payable semiannually in March and September. The Indenture contains customary nonfinancial covenants, including restrictions on new indebtedness, issuance of liens, investments, distributions to equityholders, asset sales and affiliate transactions. The Senior Notes are held at BMC Stock Holdings, Inc., the parent company, which has no independent assets or operations. The Senior Notes are guaranteed by all of the subsidiaries of the Company. Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several.
As of September 2015, we may redeem the Notes at a redemption price of 106.75%, declining to 103.375% beginning September 2016. Redemption prices are reduced to par value in September 2017. As of December 31, 2015, the estimated market value of the Senior Notes is $10.6 million more than the carrying amount. The fair value is based on the institutional trading activity and was classified as a Level 2 measurement in accordance with ASC 820.

Other

Other long-term debt consists of $5.8 million of term notes secured by delivery and handling equipment with various maturities through April 2019 and a $0.5 million term note secured by real property with a maturity of March 2021. The interest rates range from 4.6% to 8.4%. Interest is paid monthly. Based on interest rates available to us, the estimated market value of other long-term debt approximates the carrying amount.

Scheduled maturities of long-term debt were as follows:
(in thousands)
 
 
2016
 
$
2,777

2017
 
1,970

2018
 
403,504

2019
 
146

2020
 
115

Thereafter
 
14

 
 
$
408,526