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Borrowings
12 Months Ended
Dec. 26, 2015
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
Note 7 — Borrowings
 
On January 21, 2016, the Company amended and restated its existing credit agreement. See “Note 19” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Financial and Liquidity.”
 
On October 1, 2014, the Company and each of its domestic subsidiaries entered into the Third Amendment to its First Amended and Restated Credit Agreement dated August 27, 2013 (“2013 Restated Credit Agreement”) with its issuing bank, JPMorgan Chase Bank, N.A., and the other lenders identified in the 2013 Restated Credit Agreement (collectively, the “Lender”). The Third Amendment was entered into to permit the Company to sell the Information Security Business and terminate the Euro overdraft facility line of €1.0 million.
 
On June 30, 2014, the Company and each of its domestic subsidiaries entered into the Second Amendment to its First Amended and Restated Credit Agreement dated August 27, 2013 with its Lender. Under the terms of the Second Amendment to the 2013 Restated Credit Agreement, the Lender permitted Escalade to sell assets related to its Print Finishing business held by its subsidiary Martin Yale Industries, Inc. The Second Amendment to the 2013 Restated Credit Agreement also permitted Escalade and its subsidiaries that are parties to the 2013 Restated Credit Agreement to extend up to an additional €1.0 million in credit to Escalade’s former German subsidiary, Intimus International GmbH.
 
On November 13, 2013, the Company entered into the First Amendment to its First Amended and Restated Credit Agreement dated August 27, 2013 (Restated Credit Agreement) with its issuing bank, JPMorgan Chase Bank, N.A. (Chase). Under the terms of the First Amendment to the 2013 Restated Credit Agreement, the Lender has increased by $9.0 million the amount available to the Company under its senior revolving credit facility in the maximum amount of now up to $31.0 million. The Company is required to repay the outstanding principal balance of the senior revolving credit facility, including all accrued and unpaid interest thereon, on the maturity date of August 27, 2016. The Company may prepay the senior revolving credit facility, in whole or in part, and reborrow prior to the maturity date.
 
The existing term loan in the principal amount of $5.0 million remains outstanding and the maturity date has been extended by two years to August 27, 2018. As amended, the Company is required to repay the outstanding principal balance of the term loan, including all accrued and unpaid interest thereon, on August 27, 2018. The Company is required to make repayments of the principal balance of the term loan in equal installments of $250 thousand per calendar quarter, with interest accrued thereon. Principal amounts repaid in respect of the term loan may not be re-borrowed. The credit facility and term debt are secured by substantially all assets of the Company.
 
The First Amendment to the 2013 Restated Credit Agreement also revised the definitions of “Fixed Charges” and “Fixed Charge Coverage Ratio” and expressly permitted the Company to complete its acquisition of certain assets of DMI Sports, Inc.
 
The 2013 Restated Credit Agreement allows Escalade to request the issuance of letters of credit of up to $5,000,000, subject to the aggregate undrawn amount of a letter of credit issued by The Bank of New York Trust Company, N.A. for the account of Wedcor Holdings, Inc. Each loan, other than a Eurodollar Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Base Rate. Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the interest period in effect plus the Applicable Rate. Applicable Rate means the applicable rate per annum set forth below, based upon Escalade’s Funded Debt to Adjusted Ratio as of the most recent determination date:
 
Funded Debt to
 
Revolving
 
Term
 
ABR
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
Eurodollar
 
Eurodollar
 
Revolving
 
ABR Term
 
Letter of
 
Commitment
 
Ratio
 
Borrowing
 
Borrowing
 
Borrowing
 
Borrowing
 
Credit Fee
 
Fee
 
Category 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greater than or equal to 2.50 to 1.0
 
 
2.50
%
 
2.75
%
 
0.50
%
 
0.75
%
 
2.50
%
 
0.45
%
Category 2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greater than or equal to 2.25 to 1.0 but less than 2.50 to 1.0
 
 
2.25
%
 
2.50
%
 
0.25
%
 
0.50
%
 
2.25
%
 
0.40
%
Category 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greater than or equal to 2.00 to 1.0 but less than 2.50 to 1.0
 
 
2.00
%
 
2.25
%
 
0.00
%
 
0.25
%
 
2.00
%
 
0.35
%
Category 4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greater than or equal to 1.75 to 1.0 but less than 2.00 to 1.0
 
 
1.75
%
 
2.00
%
 
(0.25)
%
 
0.00
%
 
1.75
%
 
0.30
%
Category 5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less than 1.75 to 1.0
 
 
1.50
%
 
1.75
%
 
(0.50)
%
 
(0.25)
%
 
1.50
%
 
0.30
%
 
The Applicable Rate shall be determined as of the end of each quarter based upon the Company’s annual or quarterly consolidated financial statements and shall be effective during the period commencing the date of delivery to the agent.
 
Indebtedness under the 2013 Restated Credit Agreement continues to be collateralized by liens on all of the present and future equity of each of the Company’s domestic subsidiaries and substantially all of the assets of the Company. In addition, each direct and indirect domestic subsidiary of Escalade has unconditionally guaranteed all of the indebtedness of Escalade arising under the 2013 Restated Credit Agreement and has secured its guaranty with a first priority security interest and lien on all of its assets. The Pledge and Security Agreement dated April 30, 2009 by and between Escalade and Chase, and each Pledge and Security Agreement dated April 30, 2009 by and between each such Escalade subsidiary and Chase continue in full force and effect, as amended by the Master Amendment to Pledge and Security Agreements dated May 31, 2010 entered into by Chase, Escalade and each such subsidiary. The Unlimited Continuing Guaranty dated April 30, 2009 applicable to each of Escalade’s domestic subsidiaries continues in full force and effect without change.
 
During the first quarter 2013, the Company entered into a seller-financed agreement for the purchase of its formerly leased real estate in Mexico. The agreement requires sixteen quarterly installments of $156 thousand with a maturity date of November 30, 2016. The outstanding principal balance as of December 26, 2015 was $0.6 million.
 
Short-Term Debt
Short-term debt at fiscal year-ends was as follows:
 
In Thousands
 
2015
 
2014
 
 
 
 
 
 
 
Senior secured revolving credit facility of $31.0 million with a maturity of August 27, 2016.  The interest rates at December 26, 2015 was 1.862%.
 
$
19,776
 
$
13,500
 
 
 
 
 
 
 
 
 
Note payable for deferred purchase price obligation
 
 
200
 
 
 
 
 
 
 
 
 
 
 
Short-term debt reclassified from long-term debt
 
 
1,610
 
 
4,286
 
 
 
$
21,586
 
$
17,786
 
 
The weighted average interest rate on short-term debt outstanding at December 26, 2015 and December 27, 2014 was 1.91% and 1.57%, respectively.
 
Long-Term Debt
Long-term debt at fiscal year-ends was as follows:
 
In Thousands
 
2015
 
2014
 
 
 
 
 
 
 
Term loan of $5.0 million with a maturity date of August 27, 2018.   The interest rate at December 26, 2015, was 2.00%.
 
$
2,750
 
$
3,750
 
 
 
 
 
 
 
 
 
Mortgage payable (Wabash, Indiana Adjustable Rate Economic Development Revenue Refunding Bonds), annual installments are optional, interest varies with short-term rates and is adjustable weekly based on market conditions, maximum rate is 10.00%, rate at December 27, 2014 is 0.31%, due September 2028, secured by real estate and a stand-by letter of credit
 
 
 
 
2,700
 
 
 
 
 
 
 
 
 
Seller-financed agreement for real estate in Mexico.  The agreement requires sixteen quarterly installments of $156 thousand each with a maturity date of November 30, 2016.  This agreement has an interest rate of zero percent and is secured by the financed real estate in Mexico.
 
 
610
 
 
1,196
 
 
 
 
 
 
 
 
 
 
 
 
3,360
 
 
7,646
 
Portion classified as short-term debt
 
 
(1,610)
 
 
(4,286)
 
 
 
$
1,750
 
$
3,360
 
 
Maturities of long-term debt outstanding at December 26, 2015 are as follows: $1.6 million in 2016, $1.0 million in 2017, and $0.8 million in 2018.