Annual report pursuant to Section 13 and 15(d)

Long-Term Borrowings

v2.4.1.9
Long-Term Borrowings
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Long-Term Borrowings
  (5) LONG-TERM BORROWINGS

Long-term borrowings at December 31, 2014 and 2013 is as follows (in thousands):

 

     2014      2013  

Note payable to bank, due in monthly installments of $346.6 (includes principal and interest), variable rate interest at 3.92% per annum, secured by property, balloon payment of $77,060 due October 2015

   $ 77,900       $ 78,908   

Note payable to bank, due in monthly installments of $531.4 (includes principal and interest), fixed rate interest at 3.54% per annum, secured by property, balloon payment of $12,635 due December 2015

     19,159         23,573   

Note payable to bank, due in monthly installments of $483.9 (includes principal and interest), fixed rate interest at 3.19% per annum, secured by property, balloon payment of $11,670 due June 2016

     17,940         24,265   

Note payable to TCF Equipment Finance, Inc., due in monthly installments of $30.5 (includes principal and interest), fixed rate interest at 5.24% per annum, maturity date of July 2019

     1,489         1,770   
  

 

 

    

 

 

 

Subtotal

  116,488      128,516   

Less current installments

  101,407      12,028   
  

 

 

    

 

 

 

Total long-term borrowings, excluding current installments

$ 15,081    $ 116,488   
  

 

 

    

 

 

 

 

The aggregate maturities of long-term borrowings at December 31, 2014 are as follows:

 

2015

  101,407   

2016

  14,198   

2017

  328   

2018

  345   

2019

  210   

Thereafter

  —     
  

 

 

 
$ 116,488   
  

 

 

 

The Company’s long-term debt obligations contain both financial and non-financial covenants, including cross-default provisions. The Company is in compliance with its non-financial covenants, including any cross default provisions, and financial covenants of its long-term borrowings as of December 31, 2014.

On April 30, 2010, the Company entered into a construction loan agreement (the “Loan Agreement”), by and among HF Logistics-SKX T1, LLC, a wholly-owned subsidiary of the JV (“HF-T1”), Bank of America, N.A. and Raymond James Bank, FSB. Borrowings made pursuant to the Loan Agreement were up to a maximum limit of $55.0 million (the “Loan”), which were used to construct the domestic distribution facility in Rancho Belago, California. Borrowings bore interest based on LIBOR, and the Loan Agreement’s original maturity date was April 30, 2012, which was extended to November 30, 2012. On November 16, 2012, HF-T1 executed a modification to the Loan Agreement (the “Modification”), which increased the borrowings under the Loan to $80.0 million and extended the maturity date of the Loan to October 31, 2015. The $80.0 million was used to (i) repay $54.7 million in outstanding borrowings under the original Loan, (ii) repay a loan of $18.3 million including accrued interest from HF to the JV, (iii) repay a loan to the JV of $2.5 million including accrued interest from Skechers RB, LLC, a wholly-owned subsidiary of the Company (iv) pay a deferred management fee of $1.9 million to HF, and (iv) pay distributions of $0.9 million to each of HF and Skechers RB, LLC, with (v) $0.8 million used for loan fees and other closing costs. Under the Modification, OneWest Bank, FSB is an additional lender that funded in part the increase to the Loan, and the interest rate on the Loan is the daily British Bankers Association LIBOR rate plus a margin of 3.75%, which is no longer subject to a minimum rate. The Loan Agreement and the Modification are subject to customary covenants and events of default. As of December 31, 2014, there was $77.9 million outstanding under the Loan Agreement and the Modification, which is included in current installments of long-term borrowings. As of December 31, 2013, there was $78.9 million outstanding under the Loan Agreement and the Modification, which was included in long-term borrowings. The Company paid commitment fees of $0.6 million on the Loan, which are being amortized to interest expense over the life of the Loan.

On December 29, 2010, the Company entered into a master loan and security agreement (the “Master Agreement”), by and between us and Banc of America Leasing & Capital, LLC, and an Equipment Security Note (together with the Master Agreement, the “Loan Documents”), by and among us, Banc of America Leasing & Capital, LLC, and Bank of Utah, as agent (“Agent”). The Company used the proceeds to refinance certain equipment already purchased and to purchase new equipment for use in the Rancho Belago distribution facility. Borrowings made pursuant to the Master Agreement may be in the form of one or more equipment security notes (each a “Note,” and, collectively, the “Notes”) up to a maximum limit of $80.0 million and each for a term of 60 months. The Note entered into on the same date as the Master Agreement represents a borrowing of approximately $39.3 million. Interest will accrue at a fixed rate of 3.54% per annum. On June 30, 2011, the Company entered into another Note agreement for approximately $36.3 million. Interest will accrue at a fixed rate of 3.19% per annum. As of December 31, 2014, the Company had $37.1 million outstanding on the Notes, of which $23.2 is included in current installments of long-term borrowings and $13.9 million is included in long-term borrowings. As of December 31, 2013, there was $47.8 million outstanding on the Notes, which was included in long-term borrowings. The Company paid commitment fees of $0.8 million on this loan, which are being amortized to interest expense over the five-year life of the Notes.