Juno 2012 Annual Report Download - page 150

Table of Contents
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

the Term Loan and step downs in the LIBOR margin on the Revolving Credit Facility depending on FTD's net leverage ratio). In addition, there is a
commitment fee, which is currently equal to 0.45% per annum (with additional step-downs in the commitment fee depending on FTD's net leverage
ratio) on the unused portion of the Revolving Credit Facility. The Credit Agreement contains customary representations and warranties, events of
default, affirmative covenants, and negative covenants, that require, among other things, FTD to maintain compliance with a maximum net leverage ratio
and a minimum fixed-charge coverage ratio, and impose restrictions and limitations on, among other things, capital expenditures, investments,
dividends, asset sales, and incurrence of additional debt or liens by Holdings, FTD Group, Inc. and their subsidiaries. The Credit Agreement also
provides for an additional $100 million in borrowing, subject to certain conditions, including compliance with covenants and approval by the lender
group.
The refinancing of the Credit Facilities was accounted for in accordance with ASC 470, . A significant portion of the debt under the 2008
Credit Agreement was considered to be extinguished, and the Company recorded a $6.1 million loss on extinguishment of debt in connection with the
refinancing, which was recorded in interest expense for the year ended December 31, 2011.
The changes in the Company's debt balances, net of discounts, for the years ended December 31, 2011 and 2012 under the Credit Agreement were
as follows (in thousands):
Future minimum principal payments based upon scheduled mandatory debt payments under the Credit Agreement, excluding required repayments
based on excess cash flows, were as follows at December 31, 2012 (in thousands):
At December 31, 2012, the borrowing capacity under the Revolving Credit Facility, which was reduced by $1.5 million in outstanding letters of
credit, was $48.5 million.
During the year ended December 31, 2012, FTD Group, Inc. made a voluntary debt prepayment of $17.0 million, which has eliminated all future
scheduled mandatory principal payments. Commencing in 2013 for fiscal year 2012, subject to certain exceptions, FTD Group, Inc. will be required to
make annual repayments of a portion of the Term Loan based on excess cash flow as defined in the Credit Agreement. The excess cash flow payment
due in April 2013 is $10.9 million.
Under the terms of the Credit Agreement, FTD Group, Inc. is generally restricted from transferring funds to United Online, Inc., with certain
exceptions including an annual basket of
F-33
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 
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 

  
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
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Credit
Agreement,
Term Loan $ — $ 265,000 $ (1,325) $ (2,780) $ 229 $ 261,124
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 
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 
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
 
Credit Agreement, Term Loan $ 261,124 $ (17,663) $ 539 $ 244,000
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
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        
Credit Agreement, Term Loan $ 246,013 $ — $ — $ — $ — $ — $ 246,013