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Notes Payable to Banks and Other Debt Obligations
12 Months Ended
Dec. 31, 2012
Notes Payable to Banks and Other Debt Obligations  
Notes Payable to Banks and Other Debt Obligations

9. Notes Payable to Banks and Other Debt Obligations

        The Company's notes payable and other debt obligations at December 31, 2012 and 2011 consisted of the following (dollars in thousands):

Description
  Interest Rate   Other Terms and Conditions   Outstanding
Borrowings
as of
December 31,
2012
  Outstanding
Borrowings
as of
December 31,
2011
 

Bank of Scotland reducing note facility, net of unamortized discount ("BoS Facility A")[1][2]

  0.25% fixed   Secured by substantially all assets and subsidiaries of FC Commercial (excluding FH Partners) and guaranteed by FirstCity, matures December 2014   $ 29,991   $ 86,579  

BOS (USA) $25.0 million term note ("BoS Facility B")[1]

 

None

 

Secured by all assets of FLBG2, matures December 2014

   
   
 

Bank of America term note[1]

 

LIBOR + 2.75%

 

Secured by all assets of FH Partners, matures December 2014

   
16,194
   
49,228
 

WFCF $25.0 million revolving loan facility[3]

 

Alternate interest rates based on Wells Fargo base rate plus 4.25%, LIBOR plus 4.25%, or 7.5%

 

Secured by assets of ABL and guaranteed by FirstCity up to $5.0 million, matures January 2015

   
15,214
   
21,405
 

FNBCT $15.0 million revolving loan facility[4]

 

Greater of WSJ prime rate or 4.0%

 

Secured by assets of FC Investment and its subsidiaries, and guaranteed by FirstCity, matures August 2013

   
2,000
   
 

Non-recourse bank notes payable of various U.S. Portfolio Entities

 

Interest rates ranging from 3.0% to 5.0% (weighted average interest rate of 4.3%)

 

Secured by assets (primarily Portfolio Assets) of the underlying entities, various maturities through August 2014

   
4,712
   
18,113
 

Non-recourse bank notes payable of consolidated railroad subsidiaries:

 

Prime Rate + margin (0.50-1.50%) or LIBOR + margin (2.25-3.25%)

 

Secured by assets of the subsidiaries

             

Term loan

     

Matures March 2016

   
3,094
   
3,531
 

$1.0 million revolving facility

     

Matures March 2014

   
   
 

$5.0 million acquisition facility

     

Advances mature March 2016; unused commitment matures March 2013

   
3,950
   
1,625
 

Non-recourse bank note payable of real estate investment entity[5]

 

6.07% fixed

 

Secured by real estate property owned by the entity

   
   
7,361
 

Other notes and debt obligations

           
1,790
   
2,094
 
                   

Total notes payable and other debt obligations

     
$

76,945
 
$

189,936
 
                   

[1]
In December 2011, FirstCity entered into a debt refinancing arrangement with Bank of Scotland that resulted in the amendment and restatement of the Reducing Note Facility ("BoS Facility A") and a new loan agreement with BOS (USA) ("BoS Facility B"). In connection with this debt refinancing arrangement, FirstCity also obtained a new credit facility with Bank of America. This debt refinancing transaction was accounted for as a debt extinguishment and, as such, BoS Facility A and BoS Facility B were initially recorded at their estimated fair values of $91.6 million and $-0-, respectively, in December 2011 (see Note 2).

[2]
The unamortized discount on this loan facility at December 31, 2012 and December 31, 2011 was $1.1 million and $3.1 million, respectively. Also, the carrying value of this loan facility included zero and $13.2 million denominated in Euros at December 31, 2012 and December 31, 2011, respectively (see Note 12).

[3]
This revolving loan facility was amended and restated on January 31, 2012 (Refer to Note 2 for additional information).

[4]
FC Investment, a FirstCity wholly-owned subsidiary, obtained this revolving loan facility in May 2012 (Refer to Note 2 for additional information).

[5]
FirstCity de-recognized this note payable from its consolidated balance sheet in March 2012 upon the acquisition of the underlying real estate property by the creditor in a foreclosure transaction (see Note 5 for additional information). This non-cash activity did not have a material impact on the Company's results of operations for 2012.

        Refer to Note 2 for additional information on the primary terms and conditions of the Company's loan facilities with Bank of Scotland, Bank of America, FNBCT and WFCF at December 31, 2012, and other matters concerning the Company's financings and liquidity. Under terms of certain borrowings, the Company and its subsidiaries are required to maintain certain tangible net worth levels and comply with various financial covenant ratios that are customary for credit facilities. In addition, certain loan facilities to which the Company and its subsidiaries are parties contain restrictions relating to the incurrence of additional debt, and the payment of dividends and other distributions.

        The aggregate principal maturities of the Company's notes payable and other debt obligations for each of the five years subsequent to December 31, 2012, after giving consideration to the terms of ABL's revolving loan facility renewal discussed above, are as follows (exclusive of unamortized discounts): $51.7 million in 2013, $3.8 million in 2014, $16.1 million in 2015, $6.0 million in 2016, and $0.4 million thereafter. Given the repayment terms of the Company's loan facilities with Bank of Scotland and Bank of America (repayment over time as cash flows from the respective underlying pledged assets are realized—see Note 2), the future principal maturities for these debt obligations were based on estimated cash flows from the underlying pledged assets.