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FINANCING ARRANGEMENTS
12 Months Ended
Jun. 30, 2012
FINANCING ARRANGEMENTS  
FINANCING ARRANGEMENTS

8. FINANCING ARRANGEMENTS

        The Company's long-term debt as of June 30, 2012 and 2011 consists of the following:

 
   
  Interest rate %   Amounts outstanding  
 
  Maturity Dates   2012   2011   2012   2011  
 
  (fiscal year)
   
   
  (Dollars in thousands)
 

Senior term notes

  2013 - 2018   6.69 - 8.50%   6.69 - 8.50%   $ 111,429   $ 133,571  

Convertible senior notes

  2015   5.00   5.00     161,134     156,248  

Revolving credit facility

  2016              

Equipment and leasehold notes payable

  2015 - 2016   4.90 - 8.75   8.80 - 9.14     14,780     22,273  

Other notes payable

  2013   5.75 - 8.00   5.75 - 8.00     331     1,319  
                       

 

                287,674     313,411  

Less current portion

                (28,937 )   (32,252 )
                       

Long-term portion

              $ 258,737   $ 281,159  
                       

        The debt agreements contain covenants, including limitations on incurrence of debt, granting of liens, investments, merger or consolidation, and transactions with affiliates. In addition, the Company must adhere to specified fixed charge coverage and leverage ratios, as well as minimum net worth levels. The Company was in compliance with all covenants and other requirements of our financing arrangements as of June 30, 2012. Additional details are included below with the discussion of the specific categories of debt.

        Aggregate maturities of long-term debt, including associated capital lease obligations of $14.8 million at June 30, 2012, are as follows:

Fiscal year
  (Dollars in thousands)  

2013

  $ 28,937  

2014

    24,918  

2015

    180,245  

2016

    17,860  

2017

    17,857  

Thereafter

    17,857  
       

 

  $ 287,674  
       

Senior Term Notes

Private Shelf Agreement

        At June 30, 2012 and 2011, the Company had $111.4 and $133.6 million, respectively, in unsecured, fixed rate, senior term notes outstanding under a Private Shelf Agreement, of which $22.1 million were classified as part of the current portion of the Company's long-term debt at June 30, 2012 and 2011. The notes require quarterly payments, and final maturity dates range from June 2013 through December 2017.

        The Private Shelf Agreement includes financial covenants including debt to EBITDA ratios, fixed charge coverage ratios and minimum net equity tests (as defined within the Private Shelf Agreement), as well as other customary terms and conditions. The maturity date for the debt may be accelerated upon the occurrence of various events of default, including breaches of the agreement, certain cross-default situations, certain bankruptcy related situations, and other customary events of default.

        In April 2012, the Company amended the Restated Private Shelf Agreement. The amendments included increasing the Company's minimum net worth covenant from $800.0 to $850.0 million and amending certain definitions, including EBITDA and Rental Expenses. Under the new agreement, indebtedness related to Capital Leases is limited to $50.0 million.

Convertible Senior Notes

        In July 2009, the Company issued $172.5 million aggregate principal amount of 5.0 percent convertible senior notes due July 2014. The notes are unsecured, senior obligations of the Company and interest is payable semi-annually in arrears on January 15 and July 15 of each year at a rate of 5.0 percent per year. Upon the July 2009 issuance the notes were convertible subject to certain conditions further described below at an initial conversion rate of 64.6726 shares of the Company's common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $15.46 per share of the Company's common stock). As of June 30, 2012, the conversion rate was 65.1432 shares of the Company's common stock per $1,000 principal amount of notes (representing a conversion price of approximately $15.35 per share of the Company's common stock).

        Holders may convert their notes at their option prior to April 15, 2014 if the Company's stock price meets certain price triggers or upon the occurrence of specified corporate events as defined in the convertible senior note agreement. On or after April 15, 2014, holders may convert each of their notes at their option at any time prior to the maturity date for the notes.

        The Company has the choice of net-cash settlement, settlement in its own shares or a combination thereof and concluded the conversion option is 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 allocation was based on measuring the fair value of the convertible senior notes using a discounted cash flow analysis. The discount rate was based on an estimated credit rating for the Company. The estimated fair value of the convertible senior notes was $147.8 million, and the resulting $24.7 million debt discount will be amortized over the period the convertible senior notes are expected to be outstanding, which is 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 percent.

        The following table provides equity and debt information for the convertible senior notes:

 
  Convertible Senior Notes
Due July 2014 at
 
(Dollars in thousands)
  June 30, 2012   June 30, 2011  

Principal amount on the convertible senior notes

  $ 172,500   $ 172,500  

Unamortized debt discount

    (11,366 )   (16,252 )
           

Net carrying amount of convertible debt

  $ 161,134   $ 156,248  
           

        The following table provides interest rate and interest expense amounts related to the convertible senior notes:

 
  Convertible Senior
Notes Due July 2014
For the Years Ended
June 30,
 
(Dollars in thousands)
  2012   2011  

Interest cost related to contractual interest coupon—5.0%

  $ 8,625   $ 8,625  

Interest cost related to amortization of the discount

    4,886     4,488  
           

Total interest cost

  $ 13,511   $ 13,113  
           

Revolving Credit Facility

        On June 30, 2011, the Company amended its revolving credit agreement, which now provides for a $400.0 million senior unsecured five-year revolving credit facility. 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. The amendments included increasing the Company's minimum net worth covenant from $800.0 to $850.0 million, and amending or adding certain definitions, including Change in Law, Defaulting Lender, EBITDA, Fronting Exposure, Replacement Lender, and Accounting Principles. In addition, the Company may request an increase in revolving credit commitments under the facility of up to $200.0 million under certain circumstances. Under the new agreement, indebtedness related to Capital Leases is limited to $50.0 million, and Restricted Payments are tiered based on Debt to EBITDA. Events of default under the Credit Agreement include change of control of the Company and the Company's default of other debt exceeding $10.0 million. The facility expires in July 2016. We were in compliance with all covenants and other requirements of our credit agreement and senior notes as of June 30, 2012.

        As of June 30, 2012 and 2011, the Company had no outstanding borrowings under this facility. Additionally, the Company had outstanding standby letters of credit under the facility of $26.1 and $26.0 million at June 30, 2012 and 2011, respectively, primarily related to its self-insurance program. Unused available credit under the facility at June 30, 2012 and 2011 was $373.9 and $374.0 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 percent. Capital leases of $20.5 million are amortized at the historical rate of 9.2 percent. There was no gain or loss recorded on the refinance. The Company entered into the refinancing to reduce cash interest payments.

Other Notes Payable

        The Company had $0.3 and $1.3 million in unsecured outstanding notes at June 30, 2012 and 2011, respectively, related to debt assumed in acquisitions.