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FINANCING ARRANGEMENTS
12 Months Ended
Jun. 30, 2014
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS
The Company's long-term debt consists of the following:
 
 
 
 
Interest rate %
 
 
 
 
 
 
 
 
Fiscal Years
 
June 30,
 
 
Maturity Dates
 
2014
 
2013
 
2014
 
2013
 
 
(fiscal year)
 
 
 
 
 
(Dollars in thousands)
Convertible senior notes(1)(2)
 
2015
 
5.00%
 
5.00%
 
$
172,246

 
$
166,454

Senior term notes
 
2018
 
5.75
 
 
120,000

 

Revolving credit facility
 
2018
 
 
 

 

Equipment and leasehold notes payable
 
2015 - 2016
 
4.90 - 8.75
 
4.90 - 8.75
 
1,257

 
8,316

 
 
 
 
 
 
 
 
293,503

 
174,770

Less current portion (1)
 
 
 
 
 
 
 
(173,501
)
 
(173,515
)
Long-term portion
 
 
 
 
 
 
 
$
120,002

 
$
1,255


_______________________________________________________________________________
(1)
As of June 30, 2013, the Company included the convertible senior notes within long-term debt, current portion on the Consolidated Balance Sheet as the holders of the senior convertible notes had the option to convert at any time after April 15, 2014.
(2)
In July 2014, the Company settled the convertible senior notes with $172.5 million in cash.
The debt agreements contain covenants, including limitations on incurrence of debt, granting of liens, investments, merger or consolidation, certain restricted payments and transactions with affiliates. In addition, the Company must adhere to specified fixed charge coverage and leverage ratios. The Company was in compliance with all covenants and other requirements of our financing arrangements as of June 30, 2014.
Aggregate maturities of long-term debt, including associated capital lease obligations of $1.3 million at June 30, 2014, are as follows:
Fiscal year
(Dollars in thousands)
2015
$
173,501

2016
2

2017

2018
120,000

2019

Thereafter

 
$
293,503


Convertible Senior Notes
In July 2009, the Company issued $172.5 million aggregate principal amount of 5.0% convertible senior notes due July 2014. The notes were unsecured, senior obligations of the Company and interest was payable semi-annually in arrears on January 15 and July 15 of each year at a rate of 5.0% per year. As of June 30, 2014, the notes were convertible at a conversion rate of 65.6019 shares of the Company's common stock per $1,000 principal amount of notes, representing a conversion price of approximately $15.24 per share of the Company's common stock.
At the time of issuance, the Company had the choice of net-cash settlement, settlement in its own shares or a combination thereof and concluded the conversion option was indexed to its own stock. As a result, the Company allocated $24.7 million of the $172.5 million principal amount of the convertible senior notes to equity, which resulted in a $24.7 million debt discount. The $24.7 million debt discount was amortized over the period the convertible senior notes were expected to be outstanding, which was five years, as additional non-cash interest expense. The combined debt discount amortization and the contractual interest coupon resulted in an effective interest rate on the convertible debt of 8.9%.
The following table provides equity and debt information for the convertible senior notes:
 
 
June 30,
 
 
2014
 
2013
 
 
(Dollars in thousands)
Principal amount on the convertible senior notes
 
$
172,500

 
$
172,500

Unamortized debt discount
 
(254
)
 
(6,046
)
Net carrying amount of convertible debt
 
$
172,246

 
$
166,454


The following table provides interest rate and interest expense amounts related to the convertible senior notes:
 
 
Fiscal Years
 
 
2014
 
2013
 
 
(Dollars in thousands)
Interest cost related to contractual interest coupon—5.0%
 
$
8,625

 
$
8,625

Interest cost related to amortization of the discount
 
5,792

 
5,320

Total interest cost
 
$
14,417

 
$
13,945


Senior Term Notes
In November 2013, the Company issued $120.0 million aggregate principal amount of 5.75% senior unsecured notes due December 2017 (Senior Term Notes). Net proceeds from the issuance of the Senior Term Notes were $118.1 million. Interest on the Senior Term Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2014. The Senior Term Notes rank equally with the Company's existing senior unsecured debt. The Senior Term Notes are unsecured and not guaranteed by any of the Company's subsidiaries or any third party.
The Senior Term Notes contain maintenance covenants, including limitations on incurrence of debt, granting of liens, investments, merger or consolidation, certain restricted payments and transactions with affiliates, none of which are more restrictive than those under the Company’s revolving credit facility.
Revolving Credit Facility
The Company has a $400.0 million unsecured revolving credit facility agreement, that expires in June 2018. The revolving credit facility has rates tied to a LIBOR credit spread and a quarterly facility fee on the average daily amount of the facility (whether used or unused). Both the LIBOR credit spread and the facility fee are based on the Company's debt to EBITDA ratio at the end of each fiscal quarter. In addition, the Company may request an increase in revolving credit commitments under the facility of up to $200.0 million under certain circumstances. Events of default under the credit agreement include change of control of the Company and the Company's default with respect to other debt exceeding $10.0 million. As of June 30, 2014 and 2013, the Company had no outstanding borrowings under this revolving credit facility. Additionally, the Company had outstanding standby letters of credit under the revolving credit facility of $2.2 million at June 30, 2014 and 2013, respectively, primarily related to its self-insurance program. Unused available credit under the facility at June 30, 2014 and 2013 was $397.8 million, respectively.
Equipment and Leasehold Notes Payable
The equipment and leasehold notes payable are primarily comprised of capital lease obligations. In September 2011, the Company entered into an agreement to refinance existing capital leases to a three year term with a contract rate of 4.9%. As of June 30, 2014 the capital lease balance was $1.3 million and will be amortized at the historical rate of 9.2%. There was no gain or loss recorded on the refinance. The Company entered into the refinancing to reduce cash interest payments.
Private Shelf Agreement
During fiscal year 2013, the Company prepaid $89.3 million of unsecured, fixed rate, senior term notes outstanding under a private shelf agreement. As a result of the prepayment, the Company incurred a make-whole payment of $10.6 million that was recorded in interest expense within the Consolidated Statement of Operations.