Enom 2014 Annual Report Download - page 84

F-20
Other long term assets consisted of the following (in thousands):
December 31, December 31,
2014 2013
Payments for gTLD applications ............................................................. $ - $ 21,252
N
ote receivable ........................................................................................ 4,505 -
Other ........................................................................................................ 1,550 4,070
Other Assets .......................................................................................... $ 6,055 $ 25,322
During July of 2014 we sold our CoveritLive business and received a promissory note with a principal amount of $5.6 million
and an estimated fair value of $4.9 million at December 31, 2014, of which the long-term portion was recorded in other long-term
assets.
Other assets at December 31, 2013 include $0.9 million of restricted cash comprising a collateralized letter of credit related to
applications we made under a program designed to expand the total number of domain name suffixes, or gTLDs, approved by the
Internet Corporation for Assigned Names and Numbers (“ICANN”) prior to the Separation. Following the Separation, we no longer
have any obligations relating to applications under such program or such letter of credit.
Accrued expenses and other liabilities consisted of the following (in thousands):
December 31, December 31,
2014 2013
Accrued payroll and related items ............................................................ $ 4,291 $ 9,301
Domain owners' royalties payable ........................................................... - 1,193
Commission payable ................................................................................ 1,183 2,808
Customer deposits .................................................................................... - 7,666
Acquisition holdbacks .............................................................................. 8,958 -
Other ........................................................................................................ 9,793 13,711
Accrued expenses and other liabilities .................................................. $ 24,225 $ 34,679
7. Debt
In November 2014, we repaid all amounts outstanding under our credit agreement, dated August 29, 2013, with Silicon Valley
Bank, as administrative agent, and the lenders and other agents party thereto (the “Credit Agreement”) and terminated the Credit
Agreement and the related Guarantee and Collateral Agreement. The Credit Agreement had provided for a $100.0 million senior
secured term loan facility (the “Term Loan Facility”) and a $125.0 million senior secured revolving loan facility (the “Revolving Loan
Facility”), each of which was scheduled to mature on August 29, 2018. At the time of termination, there was approximately $73.8
million outstanding under the Term Loan Facility, no principal balance outstanding under the Revolving Loan Facility and an
outstanding standby letter of credit with a face amount of approximately $1.4 million. We used cash on hand to pay all outstanding
principal, interest and other amounts owing under the Credit Agreement as of the termination date and to cash collateralize the
outstanding standby letter of credit.
Under the Credit Agreement, loans bore interest, at our option, at an annual rate based on LIBOR or a base rate. Loans based on
LIBOR bore interest at a rate between LIBOR plus 2.00% and LIBOR plus 3.00%, depending on our consolidated leverage ratio.
Loans based on the base rate bore interest at the base rate plus an applicable margin of 1.00% or 2.00%, depending on our
consolidated leverage ratio. We were also required to pay a commitment fee between 0.20% and 0.40% per annum, depending on our
consolidated leverage ratio, on the undrawn portion available under the Revolving Loan Facility and the Term Loan Facility. The
Credit Agreement contained customary events of default and affirmative and negative covenants, including certain financial
maintenance covenants.
In connection with entering into the Credit Agreement in August 2013, we incurred debt issuance costs of $1.9 million. Debt
issuance costs are capitalized and amortized into interest expense over the term of the underlying debt. During the year ended
December 31, 2014 and 2013 we amortized $0.5 million and $0.2 million, respectively of deferred debt issuance costs. In connection
with the termination of the Credit Agreement, we recorded a non-cash expense of $1.7 million from the acceleration of unamortized
debt issuance costs during the quarter ended December 31, 2014.