UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999 or
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number 0001059083
NATIONWIDE CREDIT, INC.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1900192
- ----------------------------------- --------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
2015 Vaughn Road, Building 300, Kennesaw, GA 30144
- ---------------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 933-6659
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
as of September 30, 1999 and December 31, 1998 ........................................................1
Condensed Consolidated Statements of Operations
for the Three Months ended September 30, 1999 and September 30, 1998,
and the Nine Months Ended September 30, 1999 and September 30, 1998 ..................................3
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 1999 and September 30, 1998....................................4
Notes to Condensed Consolidated
Financial Statements as of September 30, 1999..........................................................5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ................................................................................... 8
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION......................................................................13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................................................13
SIGNATURE........................................................................................................14
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONWIDE CREDIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
Unaudited Audited
------------------ -----------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,268 $ 3,201
Cash held for clients 2,203 2,279
Accounts receivable, net of allowance of
$747 and $951, respectively 15,024 12,885
Prepaid expenses and other current assets 3,043 1,208
------------------ ------------------
Total current assets 21,538 19,573
Property and equipment, less accumulated
Depreciation of $7,999 and $4,575, respectively 9,351 9,859
Other assets, net:
Goodwill, less accumulated amortization of $6,259
and $3,763, respectively 99,611 102,107
Other intangible assets, less accumulated amortization
of $17,053 and $15,978, respectively 3,226 4,301
Deferred financing costs, less accumulated amortization
of $2,681 and $2,288, respectively 4,193 4,238
Other assets 63 237
------------------ ------------------
Total assets $ 137,982 $ 140,315
================== ==================
<FN>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
</FN>
</TABLE>
<PAGE>
NATIONWIDE CREDIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
Unaudited Audited
----------------- -----------------
<S> <C> <C>
Liabilities and stockholder's equity
Current liabilities:
Collections due to clients $ 2,203 $ 2,279
Accrued compensation 4,094 4,201
Accounts payable 1,477 1,870
Accrued severance and office closure costs 939 1,845
Other accrued liabilities 3,027 5,273
Current maturities of long-term debt 250 250
------------------ ------------------
Total current liabilities 11,990 15,718
Accrued severance and office closure costs 2,179 2,400
Long-term debt, less current maturities 121,763 118,500
Stockholder's equity:
Common stock - $.01 par value
Authorized shares - 10,000 shares
Issued and outstanding shares - 1,000 shares -- --
Additional paid in capital 43,465 39,465
Accumulated deficit (41,275) (35,628)
Notes receivable - officers (140) (140)
------------------ ------------------
Total stockholder's equity 2,050 3,697
------------------ ------------------
Total liabilities and stockholder's equity $137,982 $140,315
================== ==================
<FN>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
</FN>
</TABLE>
<PAGE>
NATIONWIDE CREDIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------------- ------------------------------
1999 1998 1999 1998
Unaudited Unaudited Unaudited Unaudited
-------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
Revenue $ 26,349 $ 24,054 $ 81,499 $ 78,631
Expenses:
Salaries and benefits 16,657 14,837 53,581 47,588
Telecommunication 1,084 1,128 3,182 3,897
Occupancy 1,135 960 3,268 3,083
Other operating and administrative 3,650 3,701 10,353 11,033
Depreciation and amortization 2,316 5,962 6,994 18,218
Provision for employee severance and office closure -- -- 243 --
-------------- ---------------- -------------- ---------------
Total expenses 24,842 26,588 77,621 83,819
-------------- ---------------- -------------- ---------------
Operating income (loss) 1,507 (2,534) 3,878 (5,188)
Interest expense 3,307 3,170 9,525 10,431
-------------- ---------------- -------------- ---------------
Loss before income taxes (1,800) (5,704) (5,647) (15,619)
Provision for income taxes -- -- -- --
-------------- ---------------- -------------- ---------------
Loss before extraordinary item (1,800) (5,704) (5,647) (15,619)
Extraordinary loss on debt extinguishment -- -- -- 783
-------------- ---------------- -------------- ---------------
Net loss $ (1,800) $ (5,704) $ (5,647) $ (16,402)
============== ================ ============== ===============
<FN>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
</FN>
</TABLE>
<PAGE>
NATIONWIDE CREDIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
----------------------------------------
1999 1998
Unaudited Unaudited
---------------- ----------------
<S> <C> <C>
Operating activities
Net loss $ (5,647) $ (16,402)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 7,388 19,735
Extraordinary loss on debt extinguishment -- 783
Other non-cash charges 276 --
Changes in operating assets and liabilities:
Accounts receivable (2,139) 1,283
Prepaid expenses and other assets (1,661) (283)
Accrued compensation (106) 1,744
Accounts payable and other accrued liabilities (4,246) 3,741
---------------- ----------------
Net cash (used in) provided by operating activities (6,135) 10,601
Investing activities
Acquisitions, net of cash acquired -- (149,291)
Purchases of property and equipment (2,916) (3,371)
---------------- ----------------
Net cash (used in) investing activities (2,916) (152,662)
Financing activities
Proceeds from acquisition facilities -- 125,000
Capital contribution from Parent 4,000 38,975
Proceeds from long term debt 3,450 125,000
Repayment of acquisition facilities -- (125,000)
Repayment of long-term debt (188) (6,188)
Debt issuance and acquisition costs (144) (6,582)
Other -- (268)
---------------- ----------------
Net cash provided by financing activities 7,118 150,937
---------------- ----------------
(Decrease) increase in cash and cash equivalents (1,933) 8,876
Cash and cash equivalents at beginning of period 3,201 1,388
---------------- ----------------
Cash and cash equivalents at end of period $ 1,268 $ 10,264
================ ================
Cash paid for interest $ 11,623 $ 7,069
================ ================
<FN>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
</FN>
</TABLE>
<PAGE>
NATIONWIDE CREDIT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, certain information and
footnote disclosures required by generally accepted accounting principles
for complete financial statements have been excluded. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. All
significant intercompany accounts and transactions have been eliminated
in the consolidation. The accompanying unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements of the Company for the year ended December 31, 1998
included in Form 10K, as amended.
On December 31, 1997, NCI Acquisition Corporation (the "Buyer"), NCI
Merger Corporation ("Merger Sub"), Nationwide Credit, Inc. (the
"Company"), First Data Corporation (the "Seller") and its wholly owned
subsidiary, First Financial Management Corporation ("FFMC"), entered into
an agreement and Plan of merger (the "Merger Agreement") pursuant to
which Merger Sub merged with and into the Company, with the Company as
surviving corporation and a wholly owned subsidiary of the Buyer (the
"Transaction"). The Transaction was accounted for under the purchase
method of accounting with the consideration and related fees of the
acquisition allocated to the assets acquired and liabilities assumed
based on their estimated fair values at the date of the acquisition.
The acquisition and related fees were initially financed through
borrowings of $125.0 million against a $133.0 million senior credit
facility (the "Acquisition Facilities") and a contribution of $40.4
million of equity capital (before related fees of $1.4 million).
Operating results for the nine-month period ended September 30, 1999 are
not necessarily indicative of the results that may be expected for the
year ending December 31, 1999.
In June 1998, the Financial Accounting Standards Board issued statement
of Financial Accounting Standards No. 133 "Accounting for Derivative and
Hedging Activities" (SFAS 133). SFAS 133 requires companies to record
derivatives on the balance sheet as assets or liabilities at fair value.
Due to a recent amendment, SFAS 133 is effective for financial statements
for fiscal years beginning after June 15, 2000. The Company is evaluating
the impact of SFAS 133 on the Company's future earnings and financial
position, but does not expect it to be material.
2. Nature of Operations
The Company is among the largest independent providers of accounts
receivable management services in the United States. The Company's client
base is comprised of companies located throughout the United States
primarily in the financial services, telecommunications, retail,
institutional and healthcare industries.
3. Commitments and Contingencies
The Company is involved in certain litigation arising in the ordinary
course of business. In the opinion of management, the ultimate resolution
of these matters will not have a material adverse effect on the Company's
consolidated financial position or results of operations.
4. Provision for Merger Costs, Employee Severance and Office Closure
In 1998, as a result of the acquisition of the Company and in connection
with the implementation of an operating improvement plan, the Company
accrued estimated costs of approximately $4.0 million associated with
closing certain offices and branches ($2.3 million), severance payments
to employees ($0.8 million), and relocation costs ($0.9 million).
Specifically, the Company closed and/or reduced branches which were not
operating at full capacity, or whose operations could be consolidated
with other branches.
In December 1998, the Company decided to relocate its corporate offices.
The Company recorded a charge of $1.6 million in 1998 which represents
the future rent obligations under the existing lease offset by estimated
sublease income less broker commissions. In May 1999, the Company entered
into a lease agreement for the new corporate facility. The Company moved
into the new facility in August 1999.
As part of the operating improvement plan, the Company recorded
restructuring charges of $1.1 million and $0.3 million for the nine
months and three months ended September 30, 1999, respectively.
The amounts remaining at September 30, 1999 from these accruals are
as follows:
Office closure $ 2,601
Employee severance 294
Relocation 223
===============
$ 3,118
===============
<PAGE>
5. Long Term Debt and Credit Agreement
On August 13, 1999, in order to fund the growth of the business, the
Company raised an additional $4.0 million of equity from certain existing
investors and amended its Revolving Credit Facility and Term Loan (the
"Bank Facilities") to create an additional $5.0 million of availability
(See Exhibit 10.01). Specifically, $3.4 million of existing debt under
the Revolving Credit Facility was converted to a Term Loan Facility,
bearing interest at the Base Rate plus the Applicable Margin, payable in
13 consecutive quarterly installments of $250,000 beginning September 30,
2000, with the final payment of $200,000 on December 31, 2003. The
existing line of credit under the Revolving Credit Facility was increased
by $1.5 million from $5.0 million to $6.5 million, maturing January 2004
and bearing interest at the Company's option of either (A) the Base Rate
plus the Applicable Margin or (B) the Eurodollar Rate plus the Applicable
Margin. The maturity date of the existing Term Loan Facility balance of
$18.6 million was also changed from December 31, 2004 to January 28,
2004.
In connection with the above recapitalization, the Company negotiated an
amendment to the Credit Agreement that revised cumulative EBITDA and
related ratio covenants to reflect the Company's revised EBITDA
expectations. As of September 30, 1999, the Company was in compliance
with these revised covenants.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
(Nine months ended September 30, 1999 compared to nine months ended September
30, 1998)
Revenue. Total revenue was $81.5 million for the nine months ended September 30,
1999, as compared to $78.6 million for the nine months ended September 30, 1998,
an increase of $2.9 million or 3.7%. The increase was primarily the result of a
$6.2 million increase in revenue from on-site call center management services
for a major telecommunications company and a $0.2 million increase in revenue
from outsourced pre-chargeoff management services, offset by (i) a $1.2 million
decrease in revenue from the Department of Education ("DOE") which is the result
of a delay in new placements in 1999 under the new GSA and DOE contracts and
(ii) a $1.8 million decrease in revenue from telecommunications account
placements.
Expenses. Salaries and benefits expense increased $6.0 million or 12.6% to $53.6
million for the nine months ended September 30, 1999 from $47.6 million for the
nine months ended September 30, 1998. This increase is primarily the result of
the Company's service expansion that includes on-site call center staffing and
management services for a major telecommunications company.
Telecommunications expense decreased $0.7 million or 17.9% to $3.2 million for
the nine months ended September 30, 1999 from $3.9 million for the same period
in 1998. The decrease is primarily the result of lower negotiated long distance
rates.
Occupancy expense increased $0.2 million or 6.5% to $3.3 million for the nine
months ended September 30, 1999 from $3.1 million for the same period in 1998.
The increase is the result of rent increases in April 1999.
Other operating and administrative expense decreased $0.6 million or 5.5% to
$10.4 million for the nine months ended September 30, 1999 from $11.0 million
for the same period in 1998. The decrease is the result of the continuation of
the Company's operating improvement plan.
Depreciation and amortization expense decreased $11.2 million or 61.5% to $7.0
million for the nine months ended September 30, 1999 from $18.2 million for the
same period ended September 30, 1998. The decrease was primarily the result of
the amortization of the value of existing placements of $10.9 million for the
nine months ended September 30, 1998, as compared to no amortization for the
same period in 1999. The value of existing placements of $14.5 million was
amortized over 12 months in 1998.
Provision for Employee Severance and Office Closure: Provision for employee
severance and office closure for the nine months ended September 30, 1999, was
$0.2 million, all of which related to employee severance.
Operating Income. Operating income was $3.9 million for the nine months ended
September 30, 1999, an increase of $9.1 million or 175.0% from a loss of $5.2
million for the same period in 1998. This increase has been explained in the
preceding paragraphs. To summarize, this increase is primarily the result of an
increase in revenue of $2.9 million, a decrease in depreciation and amortization
expense of $11.2 million, a decrease in telecommunications expense of $0.7
million, a decrease in other operating and administrative expense of $0.6
million, offset by an increase in salaries and benefits expense of $6.0 million
and an increase in occupancy expense of $0.2 million.
Interest Expense. Interest expense relating to the Term Loan Facility and Senior
Notes was $9.5 million for the nine months ended September 30, 1999 compared to
$10.4 million for the same period in 1998, a decrease of $0.9 million. The
decrease is due to the write-off of $1.1 million related to the cost of interim
financing of the Transaction in January 1998 offset by changing interest rates.
Extraordinary Loss. The extraordinary loss for the nine months ended September
30, 1998 of $0.8 million represents the write-off of deferred debt issuance
costs related to interim financing of the Transaction.
Net Loss. The Company incurred a net loss for the nine months ended September
30, 1999 of $5.6 million as compared to a net loss of $16.4 million in the same
period of 1998.
(Three months ended September 30, 1999 compared to three months ended September
30, 1998)
Revenue. Total revenue was $26.3 million for the three months ended September
30, 1999, as compared to $24.1 million for the three months ended September 30,
1998, an increase of $2.2 million or 9.1%. The increase was primarily the result
of (i) an increase in revenue of $1.1 million from on-site call center
management services for a major telecommunications company, (ii) a $0.9 million
increase in revenue from the Department of Education ("DOE") (iii) a $0.5
million increase in revenue from telecommunications account placements, and (iv)
a $0.7 million increase in revenue from outsourced pre-chargeoff management
services.
Expenses. Salaries and benefits expense increased $1.9 million or 12.8% to $16.7
million for the three months ended September 30, 1999 from $14.8 million for the
three months ended September 30, 1998. This increase is primarily the result of
the Company's service expansion that includes on-site call center staffing and
management services for a major telecommunications company.
Telecommunications expense remained flat at $1.1 million for the three months
ended September 30, 1999 and 1998.
Occupancy expense increased $0.1 million or 10.0% to $1.1 million for the three
months ended September 30, 1999 from $1.0 million for the same period in 1998.
The increase is the result of April 1999 rent increases.
Other operating and administrative expense remained flat at $3.7 million for the
three months ended September 30, 1999 and 1998.
Depreciation and amortization expense decreased $3.7 million or 61.7% to $2.3
million for the three months ended September 30, 1999 from $6.0 million for the
same period ended September 30, 1998. The decrease was primarily the result of
the amortization of the value of existing placements of $3.6 million for the
three months ended September 30, 1998, as compared to no amortization for the
same period in 1999. The value of existing placements of $14.5 million was
amortized over 12 months in 1998.
Operating Income. Operating income was $1.5 million for the three months ended
September 30, 1999, an increase of $4.0 million or 160.0% from a loss of $2.5
million for the same period in 1998. This increase has been explained in
preceding paragraphs. To summarize, this increase is primarily due to an
increase in revenue of $2.2 million, a decrease in depreciation and amortization
expense of $3.7 million, offset by an increase in salaries and benefits expense
of $1.9 million, and an increase in occupancy expenses of $0.1 million.
Interest Expense. Interest expense relating to the Term Loan Facility and Senior
Notes increased by $0.1 million or 3.0% to $3.3 million for the three months
ended September 30, 1999, from $3.2 million for the three months ended September
30, 1998 due to changing interest rates.
Net Loss. The Company incurred a net loss for the three months ended September
30, 1999 of $1.8 million as compared to a net loss of $5.7 million in the same
period of 1998.
Liquidity and Capital Resources
Cash used in operating activities was $6.1 million for the nine months ended
September 30, 1999 as compared to cash provided by operating activities of $10.6
million for the nine months ended September 30, 1998, resulting in an increase
in cash used of $16.7 million. This increase is primarily due to an increase in
net working capital items of $5.6 million in the nine months ended September 30,
1999 as compared to a decrease of $4.7 million in the same period of 1998. Cash
interest paid on the Senior Notes and the Term Loan Facility was $11.6 million
in the first nine months of 1999 compared to $7.1 million in the same period of
1998. Net income before extraordinary items and after adding back depreciation,
amortization, taxes and interest (EBITDA) was $11.1 million compared to $13.0
million in the 1998 period.
Cash used in investing activities for the nine months ended September 30, 1999
was $2.9 million and $152.7 million for the nine months ended September 30,
1998. The Company's principal use of cash in investing activities during 1999
was for capital expenditures, primarily for new computer and telecommunications
equipment. The Acquisition of $149.3 million in 1998 represents the purchase of
the Company (see Note 1).
Cash provided by financing activities was $7.1 million for the nine months ended
September 30, 1999 representing $4.0 million of equity from certain investors,
$3.4 million of proceeds from a new five-year term loan offset by required
quarterly repayments on the seven-year term loan facility totaling $0.2 million,
and debt issuance costs of $0.1 million. Cash provided by financing activities
was $150.9 million for the nine months ended September 30, 1998, representing
the funding of the Transaction.
Substantially all the agreements relating to the Company's outstanding
indebtedness contain covenants that impact the Company's liquidity and capital
resources, including financial covenants and restrictions on the incurrence of
indebtedness and liens and asset sales. On August 13, 1999, the Company
negotiated an amendment to the Credit Agreement that increased the existing line
of credit under the Revolving Credit Facility from $5.0 million to $6.5 million
and converted $3.4 million of existing debt under the Revolving Credit Facility
into a Term Loan Facility. In addition to this refinancing, on August 13, 1999,
certain existing investors of the Company contributed an additional $4.0 million
of equity to fund the growth of the business.
The ability of the Company to meet its debt service obligations and to comply
with the restrictive and financial covenants contained in the Senior Credit
Facility, the Revolving Credit Facility and the Notes will be dependent on the
future operating and financial performance of the Company, which will be subject
in part to a number of factors beyond the control of the Company, such as
prevailing economic conditions, interest rates and demand for credit collection
services.
Management believes that, based on current levels of operations and anticipated
improvements in operating results, cash flows from operations and borrowings
available under the credit facilities will be adequate to allow for anticipated
capital expenditures for the next several years, to fund working capital
requirements and to make required payments of principal and interest on its debt
for the next several years. However, if the Company is unable to generate
sufficient cash flows from operations in the future, it may be necessary for the
Company to refinance all or a portion of its debt or to obtain additional
financing, but there can be no assurance that the Company will be able to effect
such refinancing or obtain additional financing on commercially reasonable terms
or at all.
Income Taxes
The Company has not recorded any tax benefit on its loss before income taxes for
the nine months ended September 30, 1999 and 1998 as it is not "more likely than
not" that the Company will be able to realize such benefits.
Year 2000
Until recently, computer programs were written to store only two digits of
date-related information in order to more efficiently handle and store data.
Thus, the programs were unable to properly distinguish between the year 1900 and
the year 2000. This is frequently referred to as the "Year 2000 Problem."
In 1997, the Company initiated a company-wide Year 2000 project based on a
methodology recommended by an outside consultant, with a dedicated Year 2000
Project Office and Coordinator. The Company has completed the process of
defining, assessing and converting, or replacing, various programs and hardware
to make them Year 2000 compatible. The Company has conducted formal compliance
tests of the renovated applications, which cover all sensitive time periods
(e.g., the weeks straddling December 1999 to January 2000, February 29, 2000,
etc).
The total cost for the Year 2000 remediation is estimated at approximately $1.5
million, which includes $0.4 million for the purchase of new software that will
be capitalized and $1.1 million that will be expensed as incurred. The Company
incurred and expensed approximately $0.6 million and $0.1 million during the
nine months and quarter ended September 30, 1999, respectively, primarily for
assessment of the Year 2000 issue, the development of a modification plan and
programming costs.
The Year 2000 Problem goes beyond the Company's internal computer systems and
requires coordination with clients, vendors, government entities and other third
parties to assure that their systems and related interfaces are compliant.
Accordingly, the Company implemented an aggressive client outreach program to
analyze the data interfaces shared with customers, partners and suppliers and to
coordinate specific plans for their needs. The Company communicated with all
clients sharing electronic interfaces and developed a program to provide intense
focus on critical clients. Currently, 85% of critical clients have interfaces
that are consistent with the Company's Year 2000 specifications. Issues with the
remaining 15% are being worked aggressively and it is expected that all
interface issues will be resolved by year-end.
A vendor outreach program was also implemented to identify critical systems for
supplied products and services, and to analyze the risk to the Company and its
customers should the products or services fail. At this point, all pertinent
vendor compliance issues have been identified and replacements or upgrades have
occurred. There will continue to be replacements and upgrades of non-critical
systems through the fourth quarter of 1999.
The Company also addressed the impact of Year 2000 on its non-information
technology systems, which include examination of each location to ensure
lighting, elevators, copiers and fax machines function properly. This portion of
the Year 2000 project is largely complete with the remaining tasks expected to
be completed during the fourth quarter of 1999. Additionally, on-going internal
and external communications through monthly executive reviews and biweekly
project reviews ensure that progress is monitored by senior management.
The Company recognizes the need for contingency plans in all aspects of the
project, and such plans are now in process. Contingency plans for Information
Technology are complete and other business area plans are expected to be
complete well in advance of 2000. The Company is also in the process of
developing contingency plans customized for critical clients.
The Company believes that with testing and communication with its clients,
vendors and employees, the Year 2000 problem will not pose significant
operational problems for its internal systems. However, much of the success of
the Company's Year 2000 program depends upon the success of the Company's
clients and significant suppliers. If critical clients or suppliers do not
successfully achieve Year 2000 compliance, the Year 2000 Problem could have a
material impact on the operations of the Company including a reduction in
revenue and profit.
The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated.
Forward-Looking Statements
This Form 10-Q and other communications, as well as oral statements made by
representatives of the Company, may contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements relate to, among other things, the Company's outlook for future
periods, market forces within the industry, cost reduction strategies and their
results, planned capital expenditures, long-term objectives of management and
other statements of expectations concerning matters that are not historical
facts.
Predictions of future results contain a measure of uncertainty and, accordingly,
actual results could differ materially due to various factors. Factors that
could change forward-looking statements are, among others, changes in the
general economy, changes in demand for the Company's services and/or cyclicality
in the industries to which the Company's services are rendered, governmental
regulations and other unforeseen circumstances. A number of these factors are
discussed in this Form 10-Q and in the Company's annual report on Form 10-K for
the year ended December 31, 1998.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
<TABLE>
<CAPTION>
Long Term Debt
Non-Traded Instruments
As of September 30, 1999
(In $000's)
Fair
1999 2000 2001 2002 2003 Thereafter Total Value
-------- --------- ---------- --------- --------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Rate:
Term Loan Facility : $ 250 $750 $1,250 $ 1,250 $ 1,200 $17,500 $ 22,200 $22,200
17,500
$18.0 million 9.26% 9.26% 9.26% 9.26% 9.26% 9.26%
$.563 million 11.00% 11.00% 11.00% 11.00% 11.00% 11.00%
$3.45 million 11.25% 11.25% 11.25% 11.25% 11.25% 11.25%
Fixed Rate:
Senior Notes due 2008: $ -- $ -- $ -- $ -- $ -- $100,000 $100,000 $63,000
$100 million @ 10.25% 10.25%
</TABLE>
The Company's primary risk exposure in the normal course of business is that of
interest rate risk. There have been no material changes in this type of exposure
during the periods presented.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On July 19, 1999, the Company announced appointments of Loren F. Kranz and
Michael Lord as Co-Chief Executive Officers, succeeding Jerry Kaufman who has
been named Vice Chairman of the Board of Directors. These appointments will
ensure the continuity of executive leadership and solidify the strategic
business unit concept that has been piloted over the last six months.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) The following exhibit is filed as part of this report:
Third Amendment and Consent Agreement dated August 13, 1999.
b) Reports on Form 8-K
None
EXHIBIT 10.1
THIRD AMENDMENT AND CONSENT AGREEMENT
THIRD AMENDMENT AND CONSENT AGREEMENT, dated as of August 13, 1999 (this
"Amendment"), to the Credit Agreement, dated as of January 28, 1998 (the Credit
Agreement"), among NCI ACQUISITION CORPORATION, a Delaware corporation
("Holdings"), NATIONWIDE CREDIT, INC., a Georgia corporation (the "Borrower"),
the several banks and other financial institutions or entities from time to time
parties to thereto (the "Lenders"), LEHMAN BROTHERS INC., as advisor and
arranger (in such capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as
syndication agent (in such capacity, the "Syndication Agent"), FLEET CAPITAL
CORPORATION, as administrative agent (in such capacity, the "Administrative
Agent"), and BHF (USA) CAPITAL CORPORATION, as Documentation Agent (in such
capacity, the "Documentation Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, to amend certain provisions of the Credit
Agreement as provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
III. 1. Amendments to Section 1.1.
Section 1.1 of the Credit Agreement is hereby amended as follows:
IV. (a) by deleting therefrom the following definitions in their
respective entireties and substituting in lieu thereof the
following definitions:
"Aggregate Exposure": with respect to any Lender, an amount equal
to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments and (b) thereafter, the sum of (i) the
aggregate unpaid principal amount of such Lender's Tranche B Term
Loans, (ii) the aggregate unpaid principal amount of such
Lender's Tranche C Term Loans and (iii) the amount of such
Lender's Revolving Credit Commitment or, if the Revolving Credit
Commitments have been terminated, the amount of such Lender's
Revolving Extensions of Credit.
"Applicable Margin": for each Type of Loan, the rate per annum
set forth under the relevant column heading below:
Base Rate Eurodollar
Loans Loans
Revolving Credit Loans 2.500% 3.500%
Tranche B Term Loans 2.750% 3.750%
Tranche C Term Loans 3.000% 4.000%
provided that, on and after the first Adjustment Date occurring
after the completion of one full fiscal quarter of the Borrower
after the Third Amendment Effective Date, the Applicable Margin
with respect to Revolving Credit Loans, Tranche B Term Loans and
Tranche C Term Loans will be determined pursuant to the Pricing
Grid.
"Excess Cash Flow": for any fiscal year of the Borrower, the
excess, if any, of (a) the sum, without duplication, of (i)
Consolidated Net Income for such fiscal year, (ii) an amount
equal to the amount of all non-cash charges (including
depreciation and amortization) deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated Working
Capital for such fiscal year, (iv) an amount equal to the
aggregate net non-cash loss on the Disposition of Property by the
Borrower and its Subsidiaries during such fiscal year (other than
sales of inventory in the ordinary course of business), to the
extent deducted in arriving at such Consolidated Net Income and
(v) the net increase during such fiscal year (if any) in deferred
tax accounts of the Borrower over (b) the sum, without
duplication, of (i) an amount equal to the amount of all non-cash
credits included in arriving at such Consolidated Net Income,
(ii) the aggregate amount actually paid by the Borrower and its
Subsidiaries in cash during such fiscal year on account of
Capital Expenditures (excluding the principal amount of
Indebtedness incurred in connection with such expenditures and
any such expenditures financed with the proceeds of any
Reinvestment Deferred Amount), (iii) the aggregate amount of all
prepayments of Revolving Credit Loans during such fiscal year to
the extent accompanying permanent optional reductions of the
Revolving Credit Commitments and all optional prepayments of the
Tranche B Term Loans and the Tranche C Term Loans during such
fiscal year, (iv) the aggregate amount of all regularly scheduled
principal payments of Funded Debt (including, without limitation,
the Tranche B Term Loans and the Tranche C Term Loans) of the
Borrower and its Subsidiaries made during such fiscal year (other
than in respect of any revolving credit facility to the extent
there is not an equivalent permanent reduction in commitments
thereunder), (v) increases in Consolidated Working Capital for
such fiscal year, (vi) an amount equal to the aggregate net
non-cash gain on the Disposition of Property by the Borrower and
its Subsidiaries during such fiscal year (other than sales of
inventory in the ordinary course of business), to the extent
included in arriving at such Consolidated Net Income, and (vii)
the net decrease during such fiscal year (if any) in deferred tax
accounts of the Borrower.
"Facility": each of (a) the Tranche B Term Loan Commitments and
the Tranche B Term Loans made thereunder (the "Tranche B Term
Loan Facility"), (b) the Tranche C Term Loans deemed to have been
made hereunder (the "Tranche C Term Loan Facility") and (c) the
Revolving Credit Commitments and the extensions of credit made
thereunder (the "Revolving Credit Facility").
"Interest Period": as to any Eurodollar Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurodollar Loan and ending one,
two, three or six months thereafter, as selected by the Borrower
in its notice of borrowing or notice of conversion, as the case
may be, given with respect thereto; and (b) thereafter, each
period commencing on the last day of the next preceding Interest
Period applicable to such Eurodollar Loan and ending one, two,
three or six months thereafter, as selected by the Borrower by
irrevocable notice to the Administrative Agent not less than
three Business Days prior to the last day of the then current
Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to
the following:
(i) if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such extension
would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the
immediately preceding Business Day;
(ii) any Interest Period that would otherwise extend beyond the
Revolving Credit Termination Date or beyond the date final
payment is due on the Tranche B Term Loans or the Tranche C Term
Loans shall end on the Revolving Credit Termination Date or such
due date, as applicable;
(iii) any Interest Period that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar
month; and
(iv) the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Loan. "Majority Facility Lenders": with
respect to any Facility, the holders of more than 50% of the
aggregate unpaid principal amount of the Tranche B Term Loans,
Tranche C Term Loans or the Total Revolving Extensions of Credit,
as the case may be, outstanding under such Facility (or, in the
case of the Revolving Credit Facility, prior to any termination
of the Revolving Credit Commitments, the holders of more than 50%
of the Total Revolving Credit Commitments).
"Reinvestment Deferred Amount": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by Holdings, the
Borrower or any of its Subsidiaries in connection therewith which
are not applied to prepay the Tranche B Term Loans or Tranche C
Term Loans or reduce the Revolving Credit Commitments pursuant to
Section 2.10(b) as a result of the delivery of a Reinvestment
Notice.
"Required Lenders": the holders of more than 50% of (a) until the
Closing Date, the Commitments and (b) thereafter, the sum of (i)
the aggregate unpaid principal amount of the Tranche B Term
Loans, (ii) the aggregate unpaid principal amount of the Tranche
C Term Loans and (iii) the Total Revolving Credit Commitments or,
if the Revolving Credit Commitments have been terminated, the
Total Revolving Extensions of Credit.
"Tranche C Term Loan": a term loan to the Borrower deemed to have
been made under Section 2.4.
"Tranche C Term Loan Lender": each Lender which is the holder of
a Tranche C Term Loan.
"Tranche C Term Loan Percentage": as to any Lender at any time,
the percentage which the aggregate principal amount of such
Lender's Tranche C Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche C Term Loans then
outstanding.
(b) by adding thereto the following definition in its proper
alphabetical order:
"Third Amendment Effective Date": the date of effectiveness of
the Third Amendment and Consent Agreement, dated as of August 13,
1999, to this Agreement.
2. Amendments to Section 2.3. Section 2.3 of the Credit Agreement is
hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
2.3 Repayment of Tranche B Term Loans and Tranche C Term Loans. (a)
The Tranche B Term Loan of each Tranche B Lender shall mature in
20 installments, commencing on June 30, 1999, each of which shall
be in an amount equal to such Lender's Tranche B Term Loan
Percentage multiplied by the amount set forth below opposite such
installment:
Installment Principal Amount
June 30, 1999 $62,500
September 30, 1999 62,500
December 31, 1999 62,500
March 31, 2000 62,500
June 30, 2000 62,500
September 30, 2000 62,500
December 31, 2000 62,500
March 31, 2001 62,500
June 30, 2001 62,500
September 30, 2001 62,500
December 31, 2001 62,500
March 31, 2002 62,500
June 30, 2002 62,500
September 30, 2002 62,500
December 31, 2002 62,500
March 31, 2003 62,500
June 30, 2003 62,500
September 30, 2003 62,500
December 31, 2003 62,500
January 28, 2004 17,500,000
(b) The Tranche C Term Loan of each Tranche C Lender shall
mature in 14 consecutive quarterly installments, commencing
on September 30, 2000, each of which shall be in an amount
equal to such Lender's Tranche C Term Loan Percentage
multiplied by the amount set forth below opposite such
installment:
Installment Principal Amount
---------------------- ----------------
September 30, 2000 $250,000
December 31, 2000 250,000
March 31, 2001 250,000
June 30, 2001 250,000
September 30, 2001 250,000
December 31, 2001 250,000
March 31, 2002 250,000
June 30, 2002 250,000
September 30, 2002 250,000
December 31, 2002 250,000
March 31, 2003 250,000
June 30, 2003 250,000
September 30, 2003 250,000
December 31, 2003 200,000
3. Amendments to Section 2.4. Section 2.4 of the Credit Agreement is
hereby amended by inserting at the end thereof the following
paragraph (c):
(c) Any Revolving Credit Loans that are outstanding on the Third
Amendment Effective Date shall (but only to the extent the
then aggregate unpaid principal amount of such Revolving
Credit Loans does not exceed $3,450,000), on and after such
date, be deemed to constitute Tranche C Term Loans under
this Agreement for all purposes.
4. Amendments to Section 2.6(a). Section 2.6(a) of the Credit
Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
(a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the appropriate
Revolving Credit Lender, Tranche B Term Loan Lender or
Tranche C Term Lender, as the case may be, (i) the then
unpaid principal amount of each Revolving Credit Loan of
such Revolving Credit Lender on the Revolving Credit
Termination Date (or on such earlier date on which the Loans
become due and payable pursuant to Section 8), (ii) the
principal amount of each Tranche B Term Loan of such Tranche
B Term Loan Lender in installments according to the
amortization schedule set forth in Section 2.3(a) (or on
such earlier date on which the Loans become due and payable
pursuant to Section 8) and (iii) the principal amount of
each Tranche C Term Loan of such Tranche C Term Loan Lender
in installments according to the amortization schedule set
forth in Section 2.3(b) (or on such earlier date on which
the Loans become due and payable pursuant to Section 8). The
Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans from time to time outstanding
from the date hereof until payment in full thereof at the
rates per annum, and on the dates, set forth in Section
2.13.
5. Amendments to Section 2.6(e). Section 2.6(e) of the Credit
Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
(e) The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the Borrower will
execute and deliver to such Lender a promissory note of the
Borrower evidencing any Tranche B Term Loans, Tranche C Term
Loans or Revolving Credit Loans, as the case may be, of such
Lender, substantially in the forms of Exhibit F-1 (in the
case of Tranche B Term Loans and Tranche C Term Loans) or
F-2 (in the case of Revolving Credit Loans), with
appropriate insertions as to date and principal amount.
6. Amendments to Section 2.9. Section 2.9 of the Credit Agreement is
hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
2.9 Optional Prepayments. The Borrower may at any time and from
time to time prepay the Loans, in whole or in part, without
premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior
thereto in the case of Eurodollar Loans and at least one
Business Day prior thereto in the case of Base Rate Loans,
which notice shall specify the date and amount of prepayment
and whether the prepayment is of Eurodollar Loans or Base
Rate Loans; provided, that if a Eurodollar Loan is prepaid
on any day other than the last day of the Interest Period
applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.19. Upon receipt of any such
notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on
the date specified therein, together with (except in the
case of Revolving Credit Loans which are Base Rate Loans)
accrued interest to such date on the amount prepaid. Partial
prepayments of Tranche B Term Loans, Tranche C Term Loans
and Revolving Credit Loans shall be in an aggregate
principal amount of $500,000 or a whole multiple of $100,000
in excess thereof.
7. Amendments to Section 2.10. Section 2.10 of the Credit Agreement
is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
(a) 2.10 Mandatory Prepayments and Commitment Reductions. Unless the
Required Prepayment Lenders shall otherwise agree, if any
Indebtedness shall be incurred by Holdings, the Borrower or any
of its Subsidiaries (excluding any Indebtedness permitted by
Section 7.2 of this Agreement), an amount equal to 100% of the
Net Cash Proceeds thereof shall be applied on the date of such
issuance or incurrence toward the prepayment of the Tranche B
Term Loans and the Tranche C Term Loans and the reduction of the
Revolving Credit Commitments as set forth in Section 2.10(d).
(a) Unless the Required Prepayment Lenders shall otherwise agree, if
on any date Holdings, the Borrower or any of its Subsidiaries
shall receive Net Cash Proceeds from any Asset Sale or Recovery
Event then, unless a Reinvestment Notice shall be delivered in
respect thereof, such Net Cash Proceeds shall be applied on such
date toward the prepayment of the Tranche B Term Loans and the
Tranche C Term Loans and the reduction of the Revolving Credit
Commitments as set forth in Section 2.10(d); provided, that,
notwithstanding the foregoing, (i) the aggregate Net Cash
Proceeds of Asset Sales and Recovery Events that may be excluded
from the foregoing requirement pursuant to a Reinvestment Notice
shall not exceed $3,000,000 in any fiscal year of the Borrower
and (ii) on each Reinvestment Prepayment Date, an amount equal to
the Reinvestment Prepayment Amount with respect to the relevant
Reinvestment Event shall be applied toward the prepayment of the
Tranche B Term Loans and the Tranche C Term Loans and the
reduction of the Revolving Credit Commitments as set forth in
Section 2.10(d).
Unless the Required Prepayment Lenders shall otherwise agree, if,
for any fiscal year of the Borrower commencing with the fiscal
year ending December 31, 1998, there shall be Excess Cash Flow,
the Borrower shall, on the relevant Excess Cash Flow Application
Date, apply the ECF Percentage of such Excess Cash Flow toward
the prepayment of the Tranche B Term Loans and the Tranche C Term
Loans and the reduction of the Revolving Credit Commitments as
set forth in Section 2.10(d). Each such prepayment and commitment
reduction shall be made on a date (an "Excess Cash Flow
Application Date") no later than five days after the earlier of
(i) the date on which the financial statements of the Borrower
referred to in Section 6.1(a), for the fiscal year with respect
to which such prepayment is made, are required to be delivered to
the Lenders and (ii) the date such financial statements are
actually delivered.
Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to Section 2.10 shall be
applied, first, to the prepayment of the Tranche C Term Loans,
second, to the prepayment of the Tranche B Term Loans, and,
third, except in the case of Section 2.10(c), to reduce
permanently the Revolving Credit Commitments. Any such reduction
of the Revolving Credit Commitments shall be accompanied by
prepayment of the Revolving Credit Loans to the extent, if any,
that the Total Revolving Extensions of Credit exceed the amount
of the Total Revolving Credit Commitments as so reduced, provided
that if the aggregate principal amount of Revolving Credit Loans
then outstanding is less than the amount of such excess (because
L/C Obligations constitute a portion thereof), the Borrower
shall, to the extent of the balance of such excess, replace
outstanding Letters of Credit and/or deposit an amount in cash in
a cash collateral account established with the Administrative
Agent for the benefit of the Lenders on terms and conditions
satisfactory to the Administrative Agent. The application of any
prepayment pursuant to Section 2.10 shall be made first to Base
Rate Loans and second to Eurodollar Loans. Each prepayment of the
Loans under Section 2.10 (except in the case of Revolving Credit
Loans that are Base Rate Loans) shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.
8. Amendments to Section 2.16(b). Section 2.16(b) of the Credit
Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
(b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Tranche B Term
Loans and the Tranche C Term Loans shall be made pro rata
according to the respective outstanding principal amounts of
the Tranche B Term Loans and Tranche C Term Loans then held
by the Tranche B Term Loan Lenders and the Tranche C Term
Loan Lenders, as the case may be. The amount of each
principal prepayment of the Tranche B Term Loans and the
Tranche C Term Loans shall be applied to reduce the then
remaining installments of the Tranche B Term Loans and
Tranche C Term Loans pro rata based upon the then remaining
principal amount thereof. Amounts prepaid on account of the
Tranche B Term Loans and the Tranche C Term Loans may not be
reborrowed.
9. Amendments to Section 7.1. Section 7.1 of the Credit Agreement is
hereby amended by replacing the portion of such Section provided
for below in its entirety and substituting in lieu thereof the
following (and the remaining portion of such Section shall not be
amended and shall remain in full force and effect):
(a) Minimum Consolidated EBITDA. Permit the Consolidated EBITDA
for any period of four consecutive fiscal quarters of the
Borrower (or, if less, the number of full fiscal quarters in
1998) ending with any fiscal quarter set forth below to be
less than the amount set forth below opposite such fiscal
quarter:
Fiscal Quarter Minimum Consolidated EBITDA
June 30, 1999 $12,240,000
September 30, 1999 $12,500,000
December 31, 1999 $15,500,000
March 31, 2000 $16,900,000
June 30, 2000 $18,500,000
September 30, 2000 $20,250,000
December 31, 2000 $21,750,000
(b) Consolidated Total Debt Ratio. Permit the Consolidated Total
Debt Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower (or, if less,
the number of full fiscal quarters in 1998) ending with any
fiscal quarter set forth below to exceed the ratio set forth
below opposite such fiscal quarter: Consolidated Fiscal
Quarter Total Debt Ratio
June 30, 1999 9.97 to 1.00
September 30, 1999 9.75 to 1.00
December 31, 1999 7.87 to 1.00
March 31, 2000 7.25 to 1.00
June 30, 2000 6.60 to 1.00
September 30, 2000 6.00 to 1.00
December 31, 2000 5.60 to 1.00
(c) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of the Borrower (or, if less,
the number of full fiscal quarters in 1998) ending with any
fiscal quarter set forth below to be less than the ratio set
forth below opposite such fiscal quarter:
Consolidated Interest
Fiscal Quarter Coverage Ratio
June 30, 1999 1.00 to 1.00
September 30, 1999 1.00 to 1.00
December 31, 1999 1.23 to 1.00
March 31, 2000 1.29 to 1.00
June 30, 2000 1.40 to 1.00
September 30, 2000 1.50 to 1.00
December 31, 2000 1.60 to 1.00
10. Amendments to Section 7.9. Section 7.9 of the Credit Agreement is
hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
7.9 Limitation on Optional Payments and Modifications of Debt
Instruments, etc.; Limitation on Modification of Certificate
of Incorporation. (a) Make or offer to make any payment,
prepayment, repurchase or redemption of or otherwise defease
or segregate funds (collectively, a "Repurchase") with
respect to the Senior Notes (other than scheduled interest
payments required to be made in cash); provided that if (i)
the Tranche B Term Loans and the Tranche C Term Loans have
been repaid in full, (ii) the Consolidated Total Debt Ratio
on a pro forma basis after giving effect to such Repurchase
recomputed as of the last day of the most recently ended
fiscal quarter of the Borrower and its Subsidiaries as if
such Repurchase had occurred on the first day of the
relevant period for testing such compliance shall be less
than 3.50 to 1.00 and (iii) no Default or Event of Default
shall have occurred and be continuing or would result
therefrom, then the Borrower may Repurchase up to an
aggregate principal amount of $25,000,000 of Senior Notes,
(b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change
to, any of the terms of the Senior Notes (other than any
such amendment, modification, waiver or other change which
(i) would extend the maturity or reduce the amount of any
payment of principal thereof or which would reduce the rate
or extend the date for payment of interest thereon and (ii)
does not involve the payment of a consent fee) or (c) amend
its certificate of incorporation in any manner determined by
the Administrative Agent to be adverse to the Lenders
without the prior written consent of the Required Lenders.
11. Amendments to Section 10.1. Section 10.1 of the Credit Agreement
is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:
10.1 Amendments and Waivers. Neither this Agreement, any other
Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with
the provisions of this Section 10.1. The Required Lenders
and each Loan Party party to the relevant Loan Document may,
or (with the written consent of the Required Lenders) the
Agents and each Loan Party party to the relevant Loan
Document may, from time to time, (a) enter into written
amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any
provisions to this Agreement or the other Loan Documents or
changing in any manner the rights of the Lenders or of the
Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders, or the Agents,
as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no
such amendment, supplement or modification shall (i) forgive
the principal amount or extend the final scheduled date of
maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Tranche B Term Loan
or any Tranche C Term Loan, reduce the stated rate of any
interest, fee or letter of credit commission payable
hereunder or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration
date of any Lender's Revolving Credit Commitment, in each
case without the consent of each Lender directly affected
thereby; (ii) amend, modify or waive any provision of this
Section 10.1 or reduce any percentage specified in the
definition of Required Lenders or Required Prepayment
Lenders, consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents, release all or
substantially all of the Collateral or release all or
substantially all of the Subsidiary Guarantors from their
obligations under the Guarantee and Collateral Agreement, in
each case without the written consent of all Lenders; (iii)
amend, modify or waive any condition precedent to any
extension of credit under the Revolving Credit Facility set
forth in Section 5.2 (including, without limitation, in
connection with any waiver of an existing Default or Event
of Default) without the written consent of the Majority
Revolving Credit Facility Lenders; (iv) reduce the
percentage specified in the definition of Majority Facility
Lenders without the written consent of all Lenders under
each affected Facility; (v) amend, modify or waive any
provision of Section 9 without the written consent of the
Agents; (vi) amend, modify or waive any provision of Section
3 without the written consent of the Issuing Lender or (vii)
amend, modify or waive any provision of Section 2.10 without
the written consent of the Required Prepayment Lenders. Any
such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and
shall be binding upon the Loan Parties, the Lenders, the
Administrative Agent and all future holders of the Loans. In
the case of any waiver, the Loan Parties, the Lenders and
the Administrative Agent shall be restored to their former
position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall
be deemed to be cured and not continuing; but no such waiver
shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.
12. Amendments to Section 10.6(e). Section 10.6(e) of the Credit
Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
(a) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an
Assignee that is not then a Lender or an affiliate thereof
or a Person under common management with such Lender, by the
Borrower, the Administrative Agent, the Syndication Agent
and the Issuing Lender) together with payment to the
Administrative Agent of a registration and processing fee of
$2,000 (except that no such registration and processing fee
shall be payable (y) in connection with an assignment by or
to Lehman Commercial Paper Inc. or (z) in the case of an
Assignee which is already a Lender or is an affiliate of a
Lender or a Person under common management with a Lender),
the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower. On or prior
to such effective date, the Borrower, at its own expense,
upon request, shall execute and deliver to the
Administrative Agent (in exchange for the Revolving Credit
Note and/or Term Notes, as the case may be, of the assigning
Lender) a new Revolving Credit Note and/or Term Notes, as
the case may be, to the order of such Assignee in an amount
equal to the Revolving Credit Commitment and/or applicable
Tranche B Term Loans and/or applicable Tranche C Term Loans,
as the case may be, assumed or acquired by it pursuant to
such Assignment and Acceptance and, if the assigning Lender
has retained a Revolving Credit Commitment and/or Tranche B
Term Loans and/or Tranche C Term Loans, as the case may be,
upon request, a new Revolving Credit Note and/or Term Notes,
as the case may be, to the order of the assigning Lender in
an amount equal to the Revolving Credit Commitment and/or
applicable Tranche B Term Loans and/or applicable Tranche C
Term Loans, as the case may be, retained by it hereunder.
Such new Notes shall be dated the Closing Date and shall
otherwise be in the form of the Note replaced thereby.
13. Amendment to Annex A. Annex A to the Credit Agreement is hereby
amended by deleting such Annex A in its entirety and substituting
in lieu thereof Annex A hereto.
I. Agreement. The Revolving Credit Commitments shall be
increased to $6,500,000, and Schedule 1.1A is hereby amended
by deleting such Schedule in its entirety and substituting
in lieu thereof Schedule 1.1A hereto.
II. Waiver of Financial Covenants. The Lenders hereby waive
compliance by the Borrower with the financial covenants
contained in Section 7.1 of the Credit Agreement for the
period of four consecutive fiscal quarters of the Borrower
ending June 30,1999, but only to the extent that the
Borrower would have been in compliance with such covenants
as amended by this Amendment.
III. Conditions to Effectiveness; Cessation of Waiver
Effectiveness if Condition Not Satisfied. This Amendment
shall become effective on the date (the "Amendment Effective
Date") on which (i) the Borrower, the Subsidiary Guarantors,
the Agents and the Lenders shall have executed and delivered
this Amendment, (ii) the Borrower shall have received at
least $4,000,000 in gross proceeds from the issuance to
Weiss, Peck & Greer, L.L.C. and Centre Partners Management
LLC and/or their Control Investment Affiliates of shares of
its common stock, (iii) the Borrower shall have paid to
Administrative Agent for distribution to each Lender the
fees set forth on Annex B hereto and (iv) the Borrower shall
have paid the fees and reimbursed the disbursements of
counsel to the Agents.
IV. General
1. Representation and Warranties. To induce the Agents and
the Lenders parties hereto to enter into this
Amendment, the Borrower hereby represents and warrants
to the Agent and all of the Lenders as of the Amendment
Effective Date that (a) the representations and
warranties made by the Loan Parties in the Loan
Documents are true and correct in all material respects
on and as of the Amendment Effective Date, after giving
effect to the effectiveness of this Amendment, as if
made on and as of the Amendment Effective Date and (b)
no Default or Event of Default shall have occurred and
be continuing.
2. Payment of Expenses. The Borrower agrees to pay or
reimburse the Agents for all of their out-of-pocket
costs and reasonable expenses incurred in connection
with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable
fees and disbursements of counsel.
3. No Other Amendments; Confirmation. Except as expressly
amended, modified and supplemented hereby, the
provisions of the Credit Agreement and the other Loan
Documents are and shall remain in full force and
effect. This Amendment shall be a Loan Document.
4. Governing Law; Counterparts. This Amendment and the
rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
(a) This Amendment may be executed by one or more of the
parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment
signed by all the parties shall be lodged with the
Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the
relevant signature pages hereof.
a) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
NCI ACQUISITION CORPORATION
By:
Name:
Title:
NATIONWIDE CREDIT, INC.
By:
Name:
Title:
LEHMAN COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By:
Name:
Title:
BHF (USA) CAPITAL CORPORATION,
By:
Name:
Title:
By:
Name:
Title:
FLEET CAPITAL CORPORATION, as Administrative Agent and as a Lender
By:
Name:
Title:
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (USA) Capital Corporation
acting as attorney-in-fact
By:
Name:
Title:
The foregoing Third Amendment and Consent Agreement is hereby consented and
agreed to:
NCI MERGER CORPORATION
By:
Name:
Title:
Annex A
Pricing Grid
<TABLE>
<CAPTION>
Consolidated Applicable Margin Applicable Margin
Total Debt for Eurodollar Loans for Base Rate Loans
Ratio ---------------------------------------- ----------------------------------------
Revolving Tranche B Tranche C Revolving Tranche B Tranche C Commitment
Credit Term Term Loans Credit Term Term Loans Fee
Loans Loans Loans Loans Rate
- ----------------------- ------------- ------------ ------------- ------------ ------------ -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
6.00 to 1.00 3.500% 3.750% 4.000% 2.500% 2.750% 3.000% 0.625
< 6.00 to 1.00 3.250% 3.500% 3.750% 2.250% 2.500% 2.750% 0.500
but 5.50 to 1.00
< 5.50 to 1.00 3.000% 3.250% 3.500% 2.000% 2.250% 2.500% 0.375
but 5.00 to 1.00
< 5.00 to 1.00 2.875% 3.125% 3.375% 1.875% 2.125% 2.375% 0.375
but 4.50 to 1.00
< 4.50 to 1.00 2.625% 3.000% 3.250% 1.625% 2.000% 2.250% 0.375
but 4.00 to 1.00
< 4.00 to 1.00 2.500% 2.875% 3.125% 1.500% 1.875% 2.125% 0.375
but 3.50 to 1.00
< 3.50 to 1.00 2.375% 2.750% 3.000% 1.375% 1.750% 2.000% 0.250
</TABLE>
Changes in the Applicable Margin with respect to the Revolving Credit Loans, the
Tranche B Term Loans and the Tranche C Term Loans resulting from changes in the
Consolidated Total Debt Ratio shall become effective on the date (the
"Adjustment Date") on which financial statements are delivered to the Lenders
pursuant to Section 6.1 (but in any event not later than the 45th day after the
end of each of the first three quarterly periods of each fiscal year or the 90th
day after the end of each fiscal year, as the case may be) and shall remain in
effect until the next change to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the time periods
specified above, then, until such financial statements are delivered, the
Consolidated Total Debt Ratio as at the end of the fiscal period that would have
been covered thereby shall for the purposes of this definition be deemed to be
greater than 6.00 to 1. In addition, at all times while an Event of Default
shall have occurred and be continuing, the Consolidated Total Debt Ratio shall
for the purposes of this definition be deemed to be greater than 6.00 to 1. Each
determination of the Consolidated Total Debt Ratio pursuant to this definition
shall be made with respect to the period of four consecutive fiscal quarters of
the Borrower ending at the end of the period covered by the relevant financial
statements.
<PAGE>
Annex B
Fees
1. For each Lender that executes the Amendment prior to August 13, 1999, an
amendment fee equal to the product of 0.25% times such Lender's Aggregate
Exposure immediately before giving effect to the Amendment.
2. An upfront fee in an amount equal to the product of 1.00% times the
amount by which such Lender's Aggregate Exposure in effect after giving
effect to the Amendment exceeds such Lender's Aggregate Exposure
immediately before giving effect to the Amendment.
<PAGE>
SCHEDULE 1.1A
<TABLE>
<CAPTION>
COMMITMENTS: LENDING OFFICES AND ADDRESSES
Commitments
Name of Lender and Tranche B
Information for Notices Revolving Credit Term Loan
<S> <C> <C>
Lehman Commercial Paper Inc. $3,157,141.00 $9,685,000.00
Fleet Capital Corporation $1,671,429.50 $4,470,000.00
Balanced High-Yield Fund I Ltd. $0 $4,470,000.00
BHF (USA) Capital Corporation $1,671,429.50 $0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001059083
<NAME> NATIONWIDE CREDIT, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1.000
<CASH> 3471
<SECURITIES> 0
<RECEIVABLES> 15771
<ALLOWANCES> 747
<INVENTORY> 0
<CURRENT-ASSETS> 21538
<PP&E> 17350
<DEPRECIATION> 7999
<TOTAL-ASSETS> 137982
<CURRENT-LIABILITIES> 11990
<BONDS> 100000
0
0
<COMMON> 0
<OTHER-SE> 2050
<TOTAL-LIABILITY-AND-EQUITY> 137982
<SALES> 81499
<TOTAL-REVENUES> 81499
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 77621
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9525
<INCOME-PRETAX> (5647)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5647)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5647)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
