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Debt
9 Months Ended
Sep. 30, 2014
Debt Disclosure [Abstract]  
Debt

5. DEBT

Our long-term debt, as of September 30, 2014 and December 31, 2013, was as follows (in thousands):

 

 

September 30,

2014

 

 

December 31,
2013

 

2012 Credit Agreement:

 

 

 

 

 

 

 

Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.24% at September 30, 2014 and 2.25% at December 31, 2013)

$

123,750

 

 

$

135,000

 

$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin

 

 

 

 

 

Convertible Debt Securities:

 

 

 

 

 

 

 

2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $15,656 and $19,950, respectively

 

134,344

 

 

 

130,050

 

 

 

258,094

 

 

 

265,050

 

Current portion of long-term debt

 

(20,625

)

 

 

(15,000

)

Total long-term debt, net

$

237,469

 

 

$

250,050

 

2012 Credit Agreement. During the nine months ended September 30, 2014, we made $11.3 million of principal repayments.

As of September 30, 2014, we were in compliance with the financial ratios and other covenants related to the 2012 Credit Agreement and had no borrowings outstanding on our revolving loan facility and had the entire $100 million available to us.

2010 Convertible Notes.  Upon conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash.

As the result of us declaring a cash dividend in September 2014 (see Note 3), the previous conversion rate for the 2010 Convertible Notes of 42.1363 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.73 per share of our common stock) has been adjusted to 42.3766 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.60 per share of our common stock).

Refer to Note 6 in our 2013 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features. As a result of the cash dividend declaration in September 2014, prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time the price of our common stock trades over $30.68 per share, or 130% of the $23.60 conversion price (previously $30.85 per share, or 130% of the $23.73 conversion price) for a specified period of time.

As of September 30, 2014, none of the contingent conversion features have been achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.