Borrowings | Borrowings: The Company's borrowings consisted of the following as of the dates indicated (amounts in thousands): June 30, 2016 December 31, 2015 Domestic and Canadian revolving credit $ 593,703 $ 541,799 Term loan 160,000 170,000 Note payable 169,938 169,938 Multicurrency revolving credit 716,324 576,433 Polish revolving credit 4,868 — Convertible senior notes 287,500 287,500 Bonds payable 6,476 — Less: Debt discount and issuance costs (26,526 ) (28,541 ) Total $ 1,912,283 $ 1,717,129 The following principal payments are due on the Company's borrowings as of June 30, 2016 for the twelve month periods ending June 30, (amounts in thousands): 2017 $ 211,282 2018 179,614 2019 10,000 2020 10,000 2021 1,527,913 Total $ 1,938,809 The Company believes it was in compliance with the covenants of its material financing arrangements as of June 30, 2016 and December 31, 2015 . Domestic and Canadian Revolving Credit and Term Loan On December 19, 2012, the Company entered into a credit facility with Bank of America, N.A., as administrative agent, and a syndicate of lenders named therein (such agreement as later amended or modified, the "Credit Agreement"). On March 24, 2016, the Company entered into a Loan Modification Agreement and Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement which (a) extended the maturity date of loans and commitments under the Credit Agreement in an aggregate principal amount of approximately $745.9 million , including a $23.0 million net increase in the commitments of the extending lenders, to the earlier of December 21, 2020 (the "Notes") or 91 days prior to the maturity of the Company’s 3.00% Convertible Senior Notes due August 1, 2020, (b) modified the accordion feature under the Credit Agreement to allow the Company to request from new and existing lenders up to an additional $125.0 million in loans and commitments under the Credit Agreement, (c) increased the credit given in the domestic borrowing base for estimated remaining collections of eligible asset pools, (d) increased the baskets available for permitted investments, equity repurchases and redemptions of the Company’s convertible notes, and (e) increased the maximum total leverage ratio of the Company and its subsidiaries to 2.25 to 1.0. The total credit facility under the Credit Agreement includes an aggregate principal amount of $958.0 million (subject to compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $160.0 million term loan, (ii) a $748.0 million domestic revolving credit facility, and (iii) a $50 million Canadian revolving credit facility. The Company's domestic revolving credit facility includes an optional increase in commitments for a $20 million swingline loan sublimit and a $125.0 million accordion feature, and also provides for up to $20 million of letters of credit that would reduce amounts available for borrowing. The facility matures on the earlier of December 21, 2020 or 91 days prior to the maturity of the Notes. 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% . As of June 30, 2016, the unused portion of the domestic and Canadian revolving credit facilities was $204.3 million . Considering borrowing base restrictions, as of June 30, 2016, the amount available to be drawn was $178.9 million . On July 18, 2016, the Company paid the outstanding principal balance plus accrued interest due on the note payable of $169.9 million incurred in connection with the acquisition of Aktiv Kapital AS ("Aktiv") which was funded mainly by a draw on its domestic revolving credit facility. 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: • borrowings may not exceed 35% of the ERC of all eligible asset pools plus 75% of eligible accounts receivable; • the consolidated leverage ratio (as defined in the Credit Agreement) cannot exceed 2.25 to 1.0 as of the end of any fiscal quarter; • consolidated capital expenditures during any fiscal year cannot exceed $40 million ; • cash dividends and distributions during any fiscal year cannot exceed $20 million ; • stock repurchases during any fiscal year cannot exceed $100 million plus 50% of the prior year's net income; • permitted acquisitions (as defined in the Credit Agreement) during any fiscal year cannot exceed $250 million ; • 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); • the Company must maintain positive consolidated income from operations (as defined in the Credit Agreement) during any fiscal quarter; and • 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 outstanding borrowings under this credit facility at June 30, 2016 consisted of $160.0 million on the term loan with an annual interest rate of 2.96% and $593.7 million on the revolving credit facilities with a weighted average interest rate of 3.01% . At December 31, 2015 , the Company's outstanding borrowings on this credit facility consisted of $170.0 million on the term loan with an annual interest rate of 2.92% and $541.8 million on the revolving credit facilities with a weighted average interest rate of 2.89% . Note Payable In conjunction with the closing of the Aktiv business acquisition on July 16, 2014, the Company entered into a $169.9 million promissory note with an affiliate of the seller. On December 30, 2015, the Company exercised its option to extend the maturity date of the promissory note to July 19, 2016. The promissory note bears interest at the three-month London Interbank Offered Rate ("LIBOR") plus 3.75% . The quarterly interest due can be paid or added into the promissory note balance at the Company's option. At June 30, 2016 , the balance due on the note was $169.9 million with an annual interest rate of 4.40% . On July 18, 2016, the Company paid the outstanding principal balance due of $169.9 million plus accrued interest. Multicurrency Revolving Credit Facility On October 23, 2014, the Company entered into a credit agreement with DNB Bank ASA for a Multicurrency Revolving Credit Facility (such agreement as later amended or modified, the "Multicurrency Revolving Credit Agreement"). On February 19, 2016, the Company entered into a Second Amendment to the Multicurrency Revolving Credit Agreement which provided for, (i) the extension of the final repayment date to February 19, 2021, (ii) an increase to the total commitments from $750 million to $900 million , subject to certain requirements, and (iii) an ERC ratio (as defined in the Multicurrency Revolving Credit Agreement) ranging from 32.2% to 38.7% depending on the mix of portfolios owned, subject to the payment of additional associated fees. Under the terms of the Multicurrency Revolving Credit Agreement, the credit facility includes an aggregate amount of $900 million (subject to the borrowing base), accrues interest at the Interbank Offered Rate ("IBOR") plus 2.50 - 3.30% (as determined by the ERC Ratio as defined in the Multicurrency Revolving Credit Agreement), bears an unused line fee of 35% of the margin, currently 1.16% per annum, payable monthly in arrears, and matures on February 19, 2021. The Multicurrency Revolving Credit Agreement also includes an Overdraft Facility aggregate amount of $40 million (subject to the borrowing base), accrues interest (per currency) at the daily rates as published by the facility agent, bears a facility line fee of 0.125% per annum, payable quarterly in arrears, and also matures February 19, 2021. As of June 30, 2016, the unused portion of the Multicurrency Revolving Credit Agreement (including the Overdraft Facility) was $223.7 million . Considering borrowing base restrictions and other covenants, as of June 30, 2016, the amount available to be drawn under the Multicurrency Revolving Credit Agreement (including the Overdraft Facility) was $19.4 million . The Multicurrency Revolving Credit Agreement is secured by i) the shares of most of the Company's European subsidiaries and ii) all intercompany loan receivables in Europe. The Multicurrency Revolving Credit Agreement also contains restrictive covenants and events of default including the following: • the ERC Ratio (as defined in the Multicurrency Revolving Credit Agreement) in Europe can range from 32.2% to 38.7% depending on the mix of portfolios owned, subject to the payment of additional associated fees; • the GIBD Ratio (as defined in the Multicurrency Revolving Credit Agreement) in Europe cannot exceed 3.0 to 1.0 as of the end of any fiscal quarter (except for the quarters ended March 31 and June 30, 2016, for which the GIBD Ratio could not exceed 3.75 to 1.0 and 3.25 to 1.0, respectively); • interest bearing deposits in AK Nordic AB cannot exceed SEK 500,000,000 ; • cash collections must exceed 95% of Europe's ERC for the same set of portfolios, measured monthly on a quarterly basis. At June 30, 2016 , the outstanding balance on the Multicurrency Revolving Credit Agreement was $716.3 million , with a weighted average annual interest rate of 3.65% . At December 31, 2015 , the outstanding balance on the Multicurrency Revolving Credit Agreement was $576.4 million , with a weighted average annual interest rate of 3.64% . 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 (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 and mature on August 1, 2020. Interest on the Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year. 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, 2016 , 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 would 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, would be used to settle 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 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. FASB 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 the Notes outstanding were as follows as of the dates indicated (amounts in thousands): June 30, 2016 December 31, 2015 Liability component - principal amount $ 287,500 $ 287,500 Unamortized debt discount (20,193 ) (22,402 ) Liability component - net carrying amount $ 267,307 $ 265,098 Equity component $ 31,306 $ 31,306 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 (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Interest expense - stated coupon rate $ 2,156 $ 2,156 $ 4,312 $ 4,312 Interest expense - amortization of debt discount 1,109 1,056 2,209 2,104 Total interest expense - convertible senior notes $ 3,265 $ 3,212 $ 6,521 $ 6,416 Polish Revolving Credit and Bonds Payable With the acquisition of DTP S.A. ("DTP") in the second quarter of 2016, the Company assumed the outstanding debt of DTP which included revolving credit facilities and bonds. As of June 30, 2016, the outstanding balance on the revolving credit facilities was $4.9 million , with a weighted average interest rate of 4.4% . On July 29, 2016, the Company repaid the outstanding balance on the facilities and any fees and terminated the credit facilities. As of June 30, 2016, the outstanding balance of the bonds was $6.5 million , with a weighted average interest rate of 6.1% . Of the $6.5 million , $2.3 million matures on August 22, 2016 and $4.2 million matures on June 25, 2017. |