Long-Term Obligations | 11. LONG-TERM On March 13, 2017, the Company entered into a new senior credit facility. See Note 22 “ Subsequent Events Long-term obligations consist of the following at December 31, 2016 and 2015: 2016 2015 2015 senior secured credit facilities due 2018 $ 86,750 $ 89,750 Debt issuance costs (1,738 ) (3,406 ) 6.25% convertible notes due 2018 94,000 104,000 Debt discount (2,271 ) (4,641 ) Debt issuance costs (467 ) (1,010 ) Capital leases and other long-term obligations 3,325 3,996 Total debt 179,599 188,689 Less current portion (1,973 ) (3,671 ) Long-term obligations, net of current portion $ 177,626 $ 185,018 As of December 31, 2016, the Company had no amounts outstanding under the $10,000 revolving credit facility component of its 2015 Senior Credit Facilities. The aggregate maturities of long-term obligations for each of the next five years and thereafter at December 31, 2016, are as follows: 2017 $ 1,973 2018 179,336 2019 39 2020 52 2021 67 Thereafter 2,608 $ 184,075 2015 Senior Credit Facilities Proceeds from the issuance of the new senior credit facility will be used to repay in full the Company’s 2015 Senior Credit Facility. See Note 22 “ Subsequent Events On September 14, 2015 (the “Closing Date”), the Company entered into a combined $100,000 of senior secured financing, including term loans totaling $90,000 and a $10,000 revolving credit facility (the “2015 Senior Credit Facilities”). The facilities consist of a $65,000 first lien term loan and a $10,000 revolving credit facility (the “First Lien Facility”) and a $25,000 second lien term loan (the “Second Lien Facility”) (together the “2015 Senior Credit Agreements” or “Agreements”). The Company utilized proceeds from the 2015 Senior Credit Facilities and cash on hand to repay in full its 2010 Senior Credit Facility, repurchase a portion of its 6.25% Notes and fund transaction fees and expenses associated with the 2015 Senior Credit Facilities totaling $3,907, which were deferred and will be charged to interest expense over the terms of the Agreements. Repayment of the 2010 Senior Credit Facility, including accrued interest and fees, totaled $81,526. The Company recorded a loss of $1,312 on the extinguishment, including the write off of unamortized discounts and debt issuance costs, and third-party fees. The 2010 Senior Credit Facility was due in 2016. The term loan component of the First Lien Facility bears interest at LIBOR plus 4.5% per annum, with a LIBOR minimum of 1.0%. Draws on the revolving credit component of the First Lien Facility bear interest at LIBOR plus 4.5%, with a LIBOR minimum of 1.0% and a commitment fee of 0.25% on the average daily unused portion. The revolving credit component of the First Lien Facility was undrawn as of December 31, 2016. The Second Lien Facility bears interest at LIBOR plus 8.5% per annum, with a LIBOR minimum of 1.0%. At current LIBOR rates, the weighted interest rate on the term loan components of the 2015 Senior Credit Facilities is 6.59%. Unless extended as described below, quarterly principal payments on the term loan component of the First Lien Facility were $250 in the fourth quarter of 2015, $750 in each quarter of 2016, and $1,000 in each quarter of 2017. The remaining principal balance, including any amounts outstanding under the revolving credit facility, is due in its entirety on January 2, 2018. Unless extended as described below, the Second Lien Facility is due in its entirety on March 3, 2018, and may be prepaid in whole or in part at the Company’s option prior to maturity. The First Lien Facility may be extended to June 30, 2020 and the Second Lien Facility may be extended to September 30, 2020 if the Company (i) has refinanced or repurchased its 6.25% Notes such that no more than $30,000 of principal amount is outstanding (with cash available for their repayment at maturity) and any replacement notes have a maturity date not earlier than December 31, 2020, (ii) has achieved certain liquidity requirements, and (iii) is otherwise compliant with the terms of the 2015 Senior Credit Facilities. In the event the 2015 Senior Credit Facilities are extended, the quarterly principal payments on the term loan component of the First Lien Facility subsequent to 2017 would be $1,250 in each quarter of 2018, and $1,500 in each quarter of 2019 and the first quarter of 2020. The remaining principal balance, including any amounts outstanding under the revolving credit facility, would be due in its entirety on June 30, 2020. The Second Lien Facility would be due in its entirety on September 30, 2020, and may be prepaid in whole or in part at the Company’s option prior to maturity. The obligations under the 2015 Senior Credit Facilities are secured by perfected first and second line priority security interests in substantially all of the Company’s and its direct and indirect subsidiary’s tangible and intangible assets, subject to certain agreed exceptions. The 2015 Senior Credit Facilities contain customary representations, warranties and covenants, including covenants limiting the incurrence of debt and the payment of dividends. Financial covenants (i) impose maximum net total leverage and senior leverage to annual Consolidated EBITDA ratios, and (ii) require a minimum annual Consolidated EBITDA to debt service coverage obligations ratio. All terms are defined in the Agreements. Payment of cash dividends and repurchase of the Company’s common stock is not permitted until such time that the Company’s net total leverage ratio is not greater than 2.75 to 1.00. As of December 31, 2016, the Company’s net total leverage ratio was higher than 2.75 to 1.00. The 2015 Senior Credit Facilities provide for events of default customary for credit facilities of this type, including non-payment As a component of the Company’s cash flow hedging strategy and to comply with the terms of the 2015 Senior Credit Facilities, on November 27, 2015, the Company entered into a pay-fixed, Fair Value Measurements 6.25% Convertible Notes due 2018 Pursuant to the 2017 Senior Credit Facility, the Company intends to commence a tender offer for its outstanding 6.25% Notes. See Note 22 “ Subsequent Events On May 10, 2011, the Company closed the sale of $120,000 aggregate principal amount of its 6.25% Notes to certain initial purchasers in a private placement. The 6.25% Notes are fully and unconditionally guaranteed (“Note Guarantees”), on a joint and several unsecured basis, by all of the Company’s existing subsidiaries, other than its license subsidiaries, and certain of the Company’s future domestic subsidiaries (“Guarantors”). The 6.25% Notes pay interest semi-annually on May 1 and November 1 at a rate of 6.25% per year and will mature on May 1, 2018. The 6.25% Notes will be convertible at an initial conversion rate of 97.2668 shares of common stock per $1,000 principal amount of the 6.25% Notes, which is equivalent to an initial conversion price of approximately $10.28 per share of common stock. The Company may not redeem the 6.25% Notes prior to maturity. Beginning on February 1, 2018, the 6.25% Notes will be convertible by the holder at any time until 5:00 p.m., New York City time, on the second scheduled trading-day Prior to February 1, 2018, the holder may convert the 6.25% Notes: • During any fiscal quarter beginning after June 30, 2011 following any previous fiscal quarter in which the trading price of the Company’s common stock equals or exceeds 130% of the conversion price of the 6.25% Notes for at least 20 trading-days during the last 30 trading-days of the previous fiscal quarter; • During any five business day period following any five trading-day trading-day • Upon the occurrence of certain significant corporate transactions, holders who convert their 6.25% Notes, in connection with a change of control, may be entitled to a make-whole premium in the form of an increase in the conversion rate. In addition, upon a change in control, liquidation, dissolution or delisting, the holders of the 6.25% Notes may require the Company to repurchase for cash all or any portion of their 6.25% Notes for 100% of the principal amount plus accrued and unpaid interest. As of December 31, 2016, none of the conditions allowing holders of the 6.25% Notes to convert, or requiring the Company to repurchase the 6.25% Notes, had been met. Additionally, the 6.25% Notes contain events of default which, if they occur, entitle the holders of the 6.25% Notes to declare them to be immediately due and payable. Those events of default include: (i) payment defaults on either the notes themselves or other large obligations; (ii) failure to comply with the terms of the notes; and (iii) most bankruptcy proceedings. The 6.25% Notes are unsecured obligations, subordinated in right of payment to the Company’s obligations under its 2015 Senior Credit Facilities as well as certain hedging agreements within the meaning of the Company’s 2015 Senior Credit Facilities. The 6.25% Notes also rank equally in right of payment with all of the Company’s other existing and future senior indebtedness and are senior in right of payment to all of the Company’s future subordinated obligations. The Note Guarantees are subordinated in right of payment to the Guarantors’ obligations under the Company’s 2015 Senior Credit Facilities as well as certain hedging agreements within the meaning of the Company’s 2015 Senior Credit Facilities. Convertible debt instruments that may be settled in cash upon conversion at the Company’s option, including partial cash settlement, must be accounted for by bifurcating the liability and equity components of the instruments in a manner that reflects the entity’s non-convertible The Company’s Board of Directors has authorized the issuance of up to 4,700 common shares for the repurchase of its convertible notes. In the third quarter of 2013, the Company delivered and issued 698 and 1,203 common shares in exchange for the retirement of $2,500 and $3,500, respectively, aggregate principal amount of 6.25% Notes. This Board of Directors’ authorization expired December 31, 2013. On January 29, 2016, the Company repurchased a portion of its 6.25% Notes in the total principal amount of $10,000 for cash consideration of $9,750. The net cash settlement of $10,053 included accrued interest and transaction fees totaling $303. The Company recorded a loss on extinguishment of debt of $336, including the write off of unamortized discounts and debt issuance costs and the payment of third-party fees, and net of the repurchase discount of $250 and the amount attributable to the equity component. In the third quarter of 2015, the Company utilized proceeds from its 2015 Senior Credit Facilities described above and cash on hand to repurchase a portion of its 6.25% Notes in the total principal amount of $10,000. The total cash settlement of $10,572 included accrued interest, transaction fees and premium. The Company recorded a loss of $938 on the extinguishment of this debt, including the write off of unamortized discounts and debt issuance costs, third-party fees and premium. The following table provides selected data regarding the 6.25% Notes as of December 31, 2016 and 2015: 2016 2015 Net carrying amount of the equity component $ 6,416 $ 7,099 Principal amount of the convertible notes $ 94,000 $ 104,000 Unamortized debt discount $ 2,271 $ 4,641 Amortization period remaining 16 months 28 months Net carrying amount of the convertible notes $ 91,729 $ 99,359 The following table details the interest components of the 6.25% Notes contained in the Company’s Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2016 and 2015: 2016 2015 Coupon interest expense $ 5,928 $ 6,947 Amortization of the debt discount 2,370 2,601 Total included in interest expense $ 8,298 $ 9,548 Capital Leases and Other Long-term Obligations The Company is a lessee under various capital leases and other financing agreements totaling $3,325 and $3,996 with a weighted average interest rate of 8.97% and 8.36% at December 31, 2016 and 2015, respectively and have maturities through 2033. Debt Issuance Costs The Company incurred debt issuance costs totaling $3,907 associated with its 2015 Senior Credit Facilities which were deferred and will be amortized to interest expense over the terms of the Agreements. Amortization of debt issuance costs were $2,214, $3,960 and $2,460 in the years ended December 31, 2016, 2015 and 2014, respectively. Amortization of debt issuance costs included $109 and $2,446 classified as loss on extinguishment of debt in 2016 and 2015, respectively. Debt Discounts Accretion of debt discounts charged to interest expense or loss on extinguishment of debt in 2016, 2015 and 2014, totaled $2,370, $4,641 and $2,644, respectively. Accretion of debt discounts included $430 and $2,041 classified as loss on extinguishment of debt in 2016 and 2015, respectively. |