Borrowings (Notes) | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Borrowings: |
The Company's borrowings consisted of the following as of the dates indicated (in thousands): |
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| 30-Jun-14 | | December 31, 2013 | | | | | | | | | |
Line of credit, term loan | $ | 190,000 | | | $ | 195,000 | | | | | | | | | | |
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Convertible notes | 287,500 | | | 287,500 | | | | | | | | | | |
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Less: Debt discount | (28,715 | ) | | (30,720 | ) | | | | | | | | | |
Total | $ | 448,785 | | | $ | 451,780 | | | | | | | | | | |
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Domestic Revolving Credit and Term Loan Facility |
On December 19, 2012, the Company entered into a credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders named therein (the “Credit Agreement”). The credit facility contained an accordion loan feature that allowed the Company to request an increase of up to $214.5 million in the amount available for borrowing under the facility, whether from existing or new lenders, subject to terms of the Credit Agreement. The Credit Agreement was amended and modified during 2013 and on April 1, 2014. On April 1, 2014, the Company entered into a Lender Joinder Agreement and Lender Commitment Agreement (collectively, the “Commitment Increase Agreements”) to exercise the accordion feature. The Commitment Increase Agreements expanded the maximum amount of revolving credit availability under the Credit Agreement by $214.5 million, elevated the revolving credit commitments of certain lenders and added three new lenders to the Credit Agreement. Giving effect to the $214.5 million increase in the amount of revolving credit availability pursuant to the Commitment Increase Agreements, the total credit facility under the Credit Agreement now includes an aggregate principal amount of $840.0 million (subject to compliance with a borrowing base), which consists of (i) a fully-funded $190.0 million term loan, (ii) a $630 million domestic revolving credit facility, of which $630 million is available to be drawn, and (iii) a $20 million multi-currency revolving credit facility, of which $20 million is available to be drawn, all of which mature on December 19, 2017. The term and revolving loans accrue interest, at the option of the Company, at either the base rate or the Eurodollar rate (as defined in the Credit Agreement) for the applicable term plus 2.50% per annum in the case of the Eurodollar rate loans and 1.50% in the case of the base rate loans. The base rate is the highest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50%, (b) Bank of America’s prime rate, and (c) the Eurodollar rate plus 1.00%. The Company’s revolving credit facility includes a $20 million swingline loan sublimit, a $20 million letter of credit sublimit and a $20 million alternative currency equivalent sublimit. |
Effective as of June 5, 2014, the Company entered into a Third Amendment to the Credit Agreement to amend a provision of the Credit Agreement to increase a basket for permitted indebtedness for the issuance of senior, unsecured convertible notes or other unsecured financings from an aggregate amount not to exceed $300 million to an aggregate amount not to exceed $500 million. |
The Credit Agreement is secured by a first priority lien on substantially all of the Company’s assets. The Credit Agreement, as amended and modified, contains restrictive covenants and events of default including the following: |
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• | borrowings may not exceed 33% of the ERC of all eligible asset pools plus 75% of eligible accounts receivable; | | | | | | | | | | | | | | | |
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• | the consolidated leverage ratio (as defined in the Credit Agreement) cannot exceed 2.0 to 1.0 as of the end of any fiscal quarter; | | | | | | | | | | | | | | | |
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• | consolidated tangible net worth (as defined in the Credit Agreement) must equal or exceed $455.1 million plus 50% of positive cumulative consolidated net income for each fiscal quarter beginning with the quarter ended December 31, 2012, plus 50% of the cumulative net proceeds of any equity offering; | | | | | | | | | | | | | | | |
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• | capital expenditures during any fiscal year cannot exceed $40 million; | | | | | | | | | | | | | | | |
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• | cash dividends and distributions during any fiscal year cannot exceed $20 million; | | | | | | | | | | | | | | | |
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• | stock repurchases during the term of the agreement cannot exceed $250 million and cannot exceed $100 million in a single fiscal year; | | | | | | | | | | | | | | | |
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• | investments in loans and/or capital contributions cannot exceed $950 million to consummate the acquisition of the equity of Aktiv; | | | | | | | | | | | | | | | |
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• | permitted acquisitions (as defined in the Credit Agreement) during any fiscal year cannot exceed $250 million except for the fiscal year ending December 31, 2014, during which fiscal year permitted acquisitions (excluding the Aktiv acquisition) cannot exceed $25 million; | | | | | | | | | | | | | | | |
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• | indebtedness in the form of senior, unsecured convertible notes or other unsecured financings cannot exceed $500 million in the aggregate (without respect to the Company’s 3.00% Convertible Senior Notes due 2020); | | | | | | | | | | | | | | | |
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• | the Company must maintain positive consolidated income from operations (as defined in the Credit Agreement) during any fiscal quarter; and | | | | | | | | | | | | | | | |
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• | restrictions on changes in control. | | | | | | | | | | | | | | | |
The revolving credit facility also bears an unused line fee of 0.375% per annum, payable quarterly in arrears. |
The Company's borrowings on its credit facility at June 30, 2014 consisted of $190.0 million outstanding on the term loan with an annual interest rate as of June 30, 2014 of 2.65%. At December 31, 2013, the Company's borrowings on its credit facility consisted of $195.0 million outstanding on the term loan with an annual interest rate as of December 31, 2013 of 2.67%. |
Convertible Senior Notes |
On August 13, 2013, the Company completed the private offering of $287.5 million in aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2020 (the “Notes”). The Notes were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee. The Indenture contains customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The Notes are senior unsecured obligations of the Company. Interest on the Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year, beginning on February 1, 2014. Prior to February 1, 2020, the Notes will be convertible only upon the occurrence of specified events. On or after February 1, 2020, the Notes will be convertible at any time. Upon conversion, the Notes may be settled, at the Company’s option, in cash, shares of the Company’s common stock, or any combination thereof. Holders of the Notes have the right to require the Company to repurchase all or some of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the Indenture). In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may, under certain circumstances, be required to increase the conversion rate for the Notes converted in connection with such a make-whole fundamental change. The conversion rate for the Notes is initially 15.2172 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $65.72 per share of the Company’s common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture. The Company does not have the right to redeem the Notes prior to maturity. As of June 30, 2014, none of the conditions allowing holders of the Notes to convert their Notes had occurred. |
As noted above, upon conversion, holders of the Notes will receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. However, the Company’s current intent is to settle conversions through combination settlement (i.e., the Notes will be converted into cash up to the aggregate principal amount, and shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, for the remainder). As a result, and in accordance with authoritative guidance related to derivatives and hedging and earnings per share, only the conversion spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the Company’s common stock during any quarter exceeds $65.72. |
The net proceeds from the sale of the Notes were approximately $279.3 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used $174.0 million of the net proceeds from this offering to repay the outstanding balance on its revolving credit facility and used $50.0 million to repurchase shares of its common stock. |
The Company determined that the fair value of the Notes at the date of issuance was approximately $255.3 million, and designated the residual value of approximately $32.2 million as the equity component. Additionally, the Company allocated approximately $7.3 million of the $8.2 million original Notes issuance cost as debt issuance cost and the remaining $0.9 million as equity issuance cost. |
ASC 470-20, "Debt with Conversion and Other Options" (“ASC 470-20”), requires that, for convertible debt instruments that may be settled fully or partially in cash upon conversion, issuers must separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively. |
The balances of the liability and equity components of all of the Notes outstanding were as follows as of the dates indicated (in thousands): |
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| | 30-Jun-14 | | 31-Dec-13 | | | | | | | | |
Liability component - principal amount | | $ | 287,500 | | | $ | 287,500 | | | | | | | | | |
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Unamortized debt discount | | (28,715 | ) | | (30,720 | ) | | | | | | | | |
Liability component - net carrying amount | | 258,785 | | | 256,780 | | | | | | | | | |
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Equity component | | $ | 31,306 | | | $ | 31,306 | | | | | | | | | |
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The debt discount is being amortized into interest expense over the remaining life of the Notes using the effective interest rate, which is 4.92%. |
Interest expense related to the Notes was as follows for the periods indicated (in thousands): |
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| | Three Months Ended June 30, 2014 | | Three Months Ended June 30, 2013 | | Six Months Ended June 30, 2014 | | Six Months Ended June 30, 2013 |
Interest expense - stated coupon rate | | $ | 2,156 | | | $ | — | | | $ | 4,312 | | | $ | — | |
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Interest expense - amortization of debt discount | | 1,007 | | | — | | | 2,005 | | | — | |
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Total interest expense - convertible notes | | $ | 3,163 | | | $ | — | | | $ | 6,317 | | | $ | — | |
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The Company was in compliance with all covenants under its financing arrangements as of June 30, 2014 and December 31, 2013. |
The following principal payments are due on the Company's borrowings as of June 30, 2014 for the twelve month periods ending (amounts in thousands): |
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30-Jun-15 | $ | 12,500 | | | | | | | | | | | | | | |
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30-Jun-16 | 17,500 | | | | | | | | | | | | | | |
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30-Jun-17 | 30,000 | | | | | | | | | | | | | | |
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30-Jun-18 | 130,000 | | | | | | | | | | | | | | |
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30-Jun-19 | — | | | | | | | | | | | | | | |
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Thereafter | 287,500 | | | | | | | | | | | | | | |
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Total | $ | 477,500 | | | | | | | | | | | | | | |
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