| Summarized financial information for PBL at December 31, 2001 and 2000 and for the years then ended is as follows (in thousands): |
|
2001 |
2000 |
|
| Current assets |
$ 10,579 |
$ 11,124 |
| Noncurrent assets |
160,956 |
174,676 |
| Current liabilities |
5,879 |
6,360 |
| Noncurrent liabilities |
70,000 |
80,000 |
| Sales |
75,171 |
40,207 |
| Gross profit |
16,463 |
8,553 |
| Operating income |
1,640 |
682 |
| Net loss |
(3,784) |
(1,761) |
|
The Company has an additional joint venture with an unrelated entity which is accounted for under the equity method of accounting. The Company's investment and share of earnings of this venture are not material to the Company.
|
5. Senior Credit Facility and Other Long-Term Debt
|
| At December 31, 2001 and 2000, total long-term debt consisted of the following (in thousands): |
|
2001 |
2000 |
|
| Senior credit facility |
$ -- |
$194,000 |
| 9 7/8 percent senior subordinated |
| notes |
277,326 |
-- |
| 7 1/4 percent senior notes |
25,449 |
-- |
| 7 3/8 percent senior notes |
197,716 |
198,791 |
| 7.74 percent senior notes |
-- |
66,200 |
| Other notes payable |
8,248 |
9,081 |
|
| Total debt |
508,739 |
468,072 |
| Less current maturities |
(48) |
(1,259) |
|
| Total long-term debt |
$508,691 |
$466,813 |
|
The amounts of total debt outstanding at December 31, 2001 maturing during the next five years and thereafter are as follows (in thousands):
|
| 2002 |
$ 48 |
|
| 2003 |
-- |
|
| 2004 |
-- |
|
| 2005 |
-- |
|
| 2006 |
-- |
|
| Thereafter |
508,691 |
|
| Total debt |
$508,739 |
|
The Company had a $400,000,000 five-year bank senior credit facility ("former senior credit facility") as of December 31, 2000. Interest under the former senior credit facility was computed using the Company's choice of (a) the Eurodollar rate plus a margin or (b) the higher of (i) the federal funds rate plus a margin or (ii) the bank's prime lending rate. As of December 31, 2000, borrowings of $194,000,000 were outstanding under the former senior credit facility at a weighted average interest rate of 7.27 percent. As of December 31, 2000, the Company was not in compliance with certain covenants under the former senior credit facility that the lenders waived through the first quarter of 2001.
|
|
| On March 29, 2001, the Company obtained a new credit facility that provides for a revolving line of credit in the aggregate principal amount of $75,000,000 for a term of three years, including subfacilities of $10,000,000 for swingline loans and $15,000,000 for letters of credit, usage of which reduces availability under the facility. No borrowings were outstanding under the facility as of December 31, 2001, although an aggregate of $9,849,000 in letter of credit obligations were outstanding. The Company intends to use the facility for working capital, capital expenditures and other general corporate purposes. Although the facility is unsecured, the Company's obligations under the facility are unconditionally guaranteed, on a joint and several basis, by all of its existing and subsequently acquired wholly-owned domestic subsidiaries.
Borrowings under the facility bear interest at a rate equal to, at the Company's option, either (1) the base rate (which is equal to the greater of the prime rate most recently announced by Bank of America, N.A., the administrative agent under the facility, or the federal funds rate plus one-half of 1 percent) or (2) the adjusted Eurodollar Interbank Offered Rate, in each case plus an applicable margin determined by reference to the Company's leverage ratio (which is defined under the facility as the ratio of the Company's total debt to its total capitalization). Based on the Company's leverage ratio at December 31, 2001, the current margins are 2.0 percent for Eurodollar rate loans and 0.75 percent for base rate loans. Additionally, the undrawn portion of the facility is subject to a facility fee at an annual rate that is currently set at 0.5 percent based on the Company's leverage ratio at December 31, 2001.
The facility contains covenants that restrict, among other things, the Company's ability and its subsidiaries' ability to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, pay dividends, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates, make capital expenditures or change the nature of the Company's business. The facility also contains several financial maintenance covenants, including covenants establishing a maximum leverage ratio (as described above), minimum tangible net worth and a minimum interest coverage ratio.
The facility contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, incorrectness of representations and warranties, cross-default to other indebtedness, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control of the Company.
During the third and fourth quarters of 2001 and the first quarter of 2002, the Company completed three amendments to its senior credit facility agreement. The first amendment, dated September 10, 2001, allows the Company to acquire up to $30,000,000 of its senior subordinated notes so long as no default or event of default exists on the date of the transaction, or will result from the transaction.
The second amendment, dated November 30, 2001, provides for the issuance of letters of credit under the senior credit facility having an original expiration date more than one year from the date of issuance, if required under related industrial revenue bond documents and agreed to by the issuing lender.
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