Annual report pursuant to Section 13 and 15(d)

Long-Term Debt

Long-Term Debt

12 Months Ended

Dec. 31, 2012

NOTE 7. LONG-TERM DEBT

Long-term debt, net as of December 31, 2012 and December 31, 2011, was as follows:


	December 31,
	2012		2011

Revolving credit facilities (a)	$	20,000	$	22,356
Foreign credit facilities (b)		3,995		-
5% Senior Subordinated Notes due 2017 (c)		15,992		14,980
Trademark payable (d)		-		587
Capital leases (e)		119		147
Term note (f)		382		-
		40,488		38,070
Less current portion		(4,059)		(673)
	$	36,429	$	37,397

(a)

As of December 31, 2012, the Company had drawn $20,000 on a $35 million ($35,000) revolving credit facility with Zions First National Bank (the “Lender”). The credit facility had a maturity date of July 2, 2013. On March 8, 2013, the Company entered into a new amended and restated loan agreement (the “Loan Agreement”) to refinance the line of credit with a new maturity date of March 8, 2016. Accordingly, the balance of $20,000 has been classified as long-term debt at December 31, 2012.

Under the Loan Agreement, the Company has a $30,000 Revolving Line of Credit for funding general corporate needs. In addition to the Revolving Line of Credit, the Company obtained a Term Facility and Acquisition Facility from the Lender. Under the Term Facility, the Lender has made available $15,000 for funding permanent working capital, of which $10,000 was used upon the close of the Loan Agreement to reduce amounts owed on the already existing revolving credit facility. The remaining $5,000 is available to fund existing term debt of foreign subsidiaries or to reduce the Revolving Line of Credit Facility. The term loan is due and payable in monthly payments of principal and interest based on a 10 year amortization from the closing date and is adjusted monthly based on new advances. Advances under the Term Facility are available through March 8, 2016, with the all principal and interest due March 8, 2023. The Acquisition Facility allows the Company to borrow up to $10,000 to fund permitted acquisitions. Advances less than $1,000 will not be permitted and only interest will be payable monthly for 12 months following each advance. Subsequent to 12 months of each advance, monthly payments of interest and principal will be made based on a five year amortization. Advances under the Acquisition Facility are available through March 8, 2016, with all principal and interest due six years from the date of each advance, but no later than March 8, 2021.

All debt associated with the Loan Agreement bears interest at one-month London Interbank Offered Rate (“LIBOR”) plus an applicable margin as determined by the ratio of Total Senior Debt to Trailing Twelve Month EBITDA as follows: (i) one month LIBOR plus 3.75% per annum at all times that Total Senior Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 2.75; (ii) one month LIBOR plus 2.75% per annum at all times that Total Senior Debt to Trailing Twelve Month EBIDTA ratio is less than 2.75. The Loan Agreement requires the payment of any unused commitment fee of (i) .6% per annum at all times that the ratio of Total Senior Debt to Trailing Twelve Month EBITDA is greater than or equal to 2.75, and (ii) .4% per annum at all times that the Total Senior Debt to Trailing Twelve Month EBITDA is less than 2.75.

The Loan Agreement contains certain restrictive debt covenants that require the Company and its subsidiaries to maintain an EBITDA based minimum Trailing Twelve Month EBITDA, a minimum net worth, a positive amount of asset coverage, and limitations on capital expenditures all as calculated in the Loan Agreement. In addition, the Loan Agreement contains covenants restricting the Company and its subsidiaries from pledging or encumbering their assets, with certain exceptions, and from engaging in acquisitions other than acquisitions permitted by the Loan Agreement. The Loan Agreement contains customary events of default (with grace periods where customary) including, among other things, failure to pay any principal or interest when due; any materially false or misleading representation, warranty, or financial statement; failure to comply with or to perform any provision of the Loan Agreement; and default on any debt or agreement in excess of certain amounts. The Company had $903 in letters of credit as of December 31, 2011.

(b)

The Company’s foreign subsidiaries have revolving credit facilities with various financial institutions. As of December 31, 2012, the credit limit on these facilities was approximately $2,593 and the Company’s foreign subsidiaries had drawn $1,426 on these facilities. The facilities have variable interest rates ranging from 2.75% to 4.63% as of December 31, 2012 with maturities ranging from due on demand through May 31, 2014. The facilities are secured by accounts receivable. The Company had $1,488 in letters of credit as of December 31, 2012.

Liabilities assumed through the Company’s acquisition of POC and PIEPS included receivable securitization facilities with foreign financial institutions, which are utilized in the normal course of business as part of managing cash flows. As of December 31, 2012 the Company had utilized $2,569 of the available $4,947 on these facilities. The Company's obligations to the financial institutions are collateralized by accounts receivable. Interest rates are variable and ranged from 2.25% to 3.94% as of December 31, 2012 maturing on December 31, 2013. At December 31, 2012, the Company's consolidated balance sheet included $2,569 receivables that were securitized and $2,569 of associated liabilities.

(c)

In connection with the Gregory Merger, $22,056 and $554 in subordinated notes were issued to the Gregory Stockholders. The notes have a seven year term, 5% stated interest rate payable quarterly, and are prepayable at any time. Given the below market interest rate for comparably secured notes and the relative illiquidity of the notes, we discounted the notes to $13,127 and $316, respectively, at date of acquisition. We are accreting the discount on the notes to interest expense using the effective interest method over the term of the notes. During the years ended December 31, 2012 and 2011, $1,012 and $962, respectively, of the discounts were accreted and recorded as interest expense in the accompanying statements of comprehensive income.

(d)

In June 2009, the Company entered into a contract to purchase the exclusive rights to the Black Diamond Equipment trademark for clothing. The face amount of the non-interest bearing note was $1,000. The unamortized discount, based upon an imputed interest rate of 5%, was $103 at inception. During the years ended December 31, 2012 and 2011, $13 and $31, respectively, of the discount was accreted and recorded as interest expense in the accompanying statements of operations.

(e)	Various capital leases payable to banks: interest rates ranging from 3.55% to 7.00%; monthly installments ranging from $1 to $4; ending between April 2014 and November 2016; secured by certain equipment.

(f)	Various term loans payable to financial institutions and a government entity; interest rates ranging from 2.00% to 5.50%; monthly installments ranging from $0 to $4: maturing between December 2013 and January 2016; secured by certain equipment.

The aggregate maturities of long-term debt and revolving lines of credit for the years subsequent to December 31, 2012 are as follows:


2013	$	4,059
2014		374
2015		50
2016		20,013
2017		22,610
Thereafter		-
Total future long-term debt payments		47,106
Less amount representing debt discounts		(6,618)
Total carrying amount of long-term debt		40,488
Less current portion		(4,059)
Long-term debt obligations	$	36,429

Property held under capital leases as of December 31, 2012 and 2011, was $268 and $371, respectively, and accumulated amortization was $87 and $77, respectively.