DEBT | 3. DEBT June 30, December 31, 2017 2016 Convertible senior notes $ 44,938 $ 48,951 Term loan credit agreement 188,522 189,470 Other debt 365 676 $ 233,825 $ 239,097 Less: unamortized discount and fees (1,905) (3,164) Less: current portion (45,822) (2,468) $ 186,098 $ 233,465 Convertible Senior Notes In April 2012, the Company issued Convertible Senior Notes due 2018 150 3.375 145.1 The Notes are convertible by their holders into cash, shares of the Company’s common stock or any combination thereof at the Company’s election, at an initial conversion rate of 85.4372 1,000 11.70 November 1, 2017 1,000 As of June 30, 2017, the Company determined that the Notes would be convertible during the calendar quarter ending September 30, 2017 based on criteria in (A) above. If the Notes outstanding at June 30, 2017 had been converted as of June 30, 2017, the if-converted value would exceed the principal amount by approximately $ 39 The Company accounts separately for the liability and equity components of the Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature. The Company determined that senior, unsecured corporate bonds traded on the market represent a similar liability to the Notes without the conversion option. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of the Notes to be 7.0 123.8 150.0 21.7 145.5 In the second quarter of 2017, the Company repurchased $ 4.0 7.3 82.0 98.9 0.1 0.5 Other, net The Company applies the treasury stock method in calculating the dilutive impact of the Notes. For the quarter ended June 30, 2017, the Notes had a dilutive impact. June 30, December 31, 2017 2016 Principal amount of the Notes outstanding $ 44,938 $ 48,951 Unamortized discount and fees of liability component (1,396) (2,183) Net carrying amount of liability component 43,542 46,768 Less: current portion (43,542) - Long-term debt $ - $ 46,768 Carrying value of equity component, net of issuance costs $ (7,289) $ (3,971) Remaining amortization period of discount on the liability component 0.8 years 1.3 years Interest Expense Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Contractual coupon interest expense $ 402 $ 825 $ 815 $ 1,732 Accretion of discount and fees on the liability component $ 390 $ 733 $ 784 $ 1,542 Revolving Credit Agreement In June 2015, the Company entered into a Joinder and First Amendment to Amended and Restated Credit Agreement, First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement (the “Amendment”) by and among the Company, certain of its subsidiaries designated as Loan Parties (as defined in the Amendment), Wells Fargo Capital Finance, LLC, as arranger and administrative agent (the “Agent”), and the other lenders party thereto. The Amendment amends, among other things, the Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), dated as of May 8, 2012, among the Company, certain subsidiaries of the Company from time to time party thereto (together with the Company, the “Borrowers”), the several lenders from time to time party thereto, and the Agent and provides for, among other things, a five year, $ 175 The Amendment, among other things, (i) increases the total commitments under the Credit Facility from $ 150 175 In addition, the Amendment (i) provides that borrowings under the Credit Facility will bear interest, at the Borrowers’ election, at (x) LIBOR plus a margin ranging from 150 12.5 1.1 1.0 On May 3, 2017 the Company entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”). The Second Amendment provides for revisions to the asset sale and lien covenants that conform certain provisions of the Credit Agreement to corresponding provisions of the Company’s Term Loan Credit Agreement (see below) by, among other things, (i) increasing amounts allowed per calendar year for certain asset sales from $20 million to the greater of $30 million and 5.0% of consolidated tangible assets, (ii) permitting the proceeds of such increased amount of asset sales to be reinvested in lieu of making mandatory prepayments of indebtedness and (iii) increasing the time permitted for incurring purchase money debt following the acquisition of assets financed thereby from 20 days to 180 days. The Credit Agreement is guaranteed by certain of the Company’s subsidiaries (the “Revolver Guarantors”) and is secured by (i) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject only to the liens securing the Term Loan Credit Agreement (as defined below), customary permitted liens and certain other permitted liens) (A) equity interests of each direct subsidiary held by the Borrower and each Revolver Guarantor (subject to customary limitations in the case of the equity of foreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors including equipment, general intangibles, intercompany notes, insurance policies, investment property, intellectual property and material owned real property (in each case, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). The respective priorities of the security interests securing the Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreement between the Revolver Agent and the Term Agent (as defined below) (the “Intercreditor Agreement”). Subject to the terms of the Intercreditor Agreement, if the covenants under the Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days. As of June 30, 2017 the Company had no outstanding borrowings under the Credit Agreement and was in compliance with all covenants. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Credit Facility, amounted to $ 348.2 Term Loan Credit Agreement In May 2012, the Company entered into a credit agreement among the Company, the several lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, joint lead arranger and joint bookrunner (the “Term Agent”), and Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner (the “Term Loan Credit Agreement”), which initially provided, among other things, for a senior secured term loan facility of $ 300 In April 2013, the Company entered into Amendment No. 1 to Credit Agreement (the “Amendment No. 1”), which became effective on May 9, 2013. As of the Amendment No. 1 date, $ 297.0 20.0 277.0 In March 2015, the Company entered into Amendment No. 2 to Credit Agreement (“Amendment No. 2”). As of the Amendment No. 2 date, $ 192.8 192.8 91 125 0.25 Amendment No. 2 also amended the Term Loan Credit Agreement by (i) removing the maximum senior secured leverage ratio test, (ii) modifying the accordion feature, as described in the Term Loan Credit Agreement, to provide for a senior secured incremental term loan facility in an aggregate amount not to exceed the greater of (A) $ 75 Furthermore, on February 24, 2017, the Company entered into Amendment No. 3 to Credit Agreement (“Amendment No. 3”). As of February 24, 2017, $ 189.5 0.25 The Term Loan Credit Agreement, as amended, is guaranteed by the Term Guarantors and is secured by (i) first-priority liens on and security interests in the Term Priority Collateral, and (ii) second-priority security interests in the Revolver Priority Collateral. In addition, the Term Loan Credit Agreement, as amended, contains customary covenants limiting the Company’s ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. Subject to the terms of the Intercreditor Agreement, if the covenants under the Term Loan Credit Agreement, as amended, are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Term Loan Credit Agreement, as amended, include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days. For the six months ended June 30, 2017 and 2016, under the Term Loan Credit Agreement the Company paid interest of $ 3.8 4.2 0.9 1.0 0.6 Other, net 188.5 1.9 |