Memorex 2013 Annual Report Download - page 41

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to repurchase up to 3.2 million shares. We repurchased 0.6 million, 1.2 million and 1.1 million shares in 2013, 2012 and 2011,
respectively.
No dividends were declared or paid during 2013, 2012 or 2011. Any future dividends are at the discretion of and subject
to the approval of our Board of Directors.
Cash used in financing activities included borrowings of $4.9 million and $25.0 million and repayments of $4.9 million
and $5.0 million during 2013 and 2012, respectively on our credit facilities primarily for the use in financing our working capital
seasonal needs. Debt issuance costs of $0.4 million and $2.4 million during 2013 and 2012, respectively, were for cash
payments made to amend and extend our line of credit. These issuance costs were capitalized in our Consolidated Balance
Sheets.
Credit Facilities
On March 30, 2006, we entered into a credit agreement with a group of banks (the Credit Agreement). Subsequently, we
entered into various amendments which, among other things, added Imation Europe B.V. as a borrower (European Borrower).
On May 18, 2012, we entered into an amendment (the Amendment) to the Credit Agreement (as amended to date, the
Amended Credit Agreement). The Amendment modified the Credit Agreement by extending the expiration date of the
borrowing arrangement to May 18, 2017, requiring that the equity interests of material foreign subsidiaries be pledged to
support the obligations, if any, of the European Borrower, lowered the applicable margin on interest, lowered the Company’s
minimum required Consolidated Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) to be
maintained as well as provided for certain other less significant changes.
The Amended Credit Agreement includes a senior revolving credit facility that allows for the borrowing of amounts up to
a maximum of $170 million, including sublimits of $140 million in the United States and $30 million in Europe. Borrowings in
both the United States and Europe are limited to the lesser of the sublimit(s) and the borrowing base as defined in the
Amended Credit Agreement and are payable upon expiration of the Amended Credit Agreement or immediately, but only to
the extent the applicable sublimit(s) are reduced to an amount less than the amount borrowed at that time. Our borrowing
base is calculated each quarter unless our outstanding loan amount is greater than $5.0 million in which our borrowing base is
calculated monthly. Our borrowing base is based on our amounts of receivables, inventories and other factors that influence
the borrowing base and, to the extent any outstanding borrowing exceeds the borrowing base, any such excess is due and
payable immediately.
As of December 31, 2013, we had $20.0 million of borrowings outstanding under the Amended Credit Agreement, all of
which was borrowed in the United States and bore interest at a rate of 2.24 percent as of December 31, 2013. As of
December 31, 2013, our total remaining borrowing capacity under the Amended Credit Agreement was $30.1 million,
consisting of $19.0 million in the United States and $11.1 million in Europe.
Prior to August 15, 2012, borrowings bore interest at an interest rate equal to (1) the Eurodollar Rate (as defined in the
Amended Credit Agreement) plus 2.00 percent or (2) the Base Rate (as defined in the Amended Credit Agreement) plus 1.00
percent. After August 15, 2012, the applicable margins for the Eurodollar Rate and the Base Rate are subject to adjustments
based on average daily availability (as defined in the Amended Credit Agreement).
Our U.S. obligations under the Amended Credit Agreement are guaranteed by the material domestic subsidiaries of
Imation Corp. (the Guarantors) and are secured by a first priority lien (subject to customary exceptions) on the real property
comprising Imation Corp.’s corporate headquarters and all of the personal property of Imation Corp., its subsidiary Imation
Enterprises Corp., which is also an obligor under the Amended Credit Agreement, and the Guarantors. Borrowings under the
U.S. portion of the credit facility are limited to the lesser of (a) $140 million and (b) the “U.S. borrowing base.” The
U.S. borrowing base is equal to the following:
• up to 85 percent of eligible accounts receivable; plus
• up to the lesser of 65 percent of eligible inventory or 85 percent of the appraised net orderly liquidation value of
eligible inventory; plus
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