Note 6 - Financing Arrangements

12 Months Ended

Dec. 31, 2015

Note 6 — Financing arrangements

Financing arrangements consisted of the following at December 31, 2015 and 2014:

(In thousands)	2015			2014

Senior Notes	$	172,497		$	172,498
Debt issuance costs - Senior Notes		(1,296	)		(2,036	)
Revolving credit facility		-			-
Other		7,392			11,648
Total debt	$	178,593		$	182,110
Less: current portion		(7,382	)		(11,648	)
Long-term portion	$	171,211		$	170,462

Our financing arrangements include $172.5 million of unsecured convertible senior notes (“Senior Notes”) and a $150.0 million revolving credit facility which, subject to the conditions contained therein can be increased to a maximum capacity of $275.0 million. At December 31, 2015, we had no outstanding borrowings under the revolving credit facility. Additionally, our foreign operations had $7.4 million outstanding under lines of credit and other borrowings. The Senior Notes bear interest at a rate of 4.0% per year, payable semi-annually in arrears on April 1 and October 1 of each year. Holders may convert the Senior Notes at their option at any time prior to the close of business on the business day immediately preceding the October 1, 2017 maturity date. The conversion rate is initially 90.8893 shares of our common stock per $1,000 principal amount of Senior Notes (equivalent to an initial conversion price of $11.00 per share of common stock), subject to adjustment in certain circumstances. Upon conversion, the Senior Notes will be settled in shares of our common stock. In 2015, holders converted an insignificant amount of Senior Notes into shares of our common stock. We may not redeem the Senior Notes prior to their maturity date. In February 2016, we repurchased $11.2 million of our convertible senior notes in the open market for $9.2 million under our existing Board authorized repurchase program

and will recognize a gain in 2016 for the difference in the amount paid and the net carrying value of the extinguished debt.

In March 2015, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides for a $200 million revolving loan facility available for borrowings and letters of credit and expires in March 2020. In December 2015, we entered into a First Amendment to Third Amended and Restated Credit Agreement (“Amendment”) decreasing the revolving loan facility to $150 million, modifying certain financial covenants through the first quarter of 2017, and modifying the borrowing cost and fee provisions. The Credit Agreement has a springing maturity date that will accelerate the maturity of the credit facility to June 2017 if the Senior Notes have not either been repurchased, redeemed, converted and/or refinanced in full or the Company has not provided sufficient funds to an escrow agent to repay the Senior Notes in full on their maturity date. Under the terms of the Amendment, we can elect to borrow at a variable interest rate either based on LIBOR plus a margin based on our consolidated leverage ratio, ranging from 175 to 325 basis points, or at a variable interest rate based on the greatest of: (a) prime rate, (b) the federal funds rate in effect plus 50 basis points, or (c) the Eurodollar rate for a Eurodollar Loan with a one-month interest period plus 100 basis points, in each case plus a margin ranging from 75 to 225 basis points based on our consolidated leverage ratio. The applicable margins on LIBOR borrowings and Eurodollar borrowings on December 31, 2015 were 250 and 150 basis points, respectively. In addition, we are required to pay a commitment fee on the unused portion of the Credit Agreement, as amended, ranging from 37.5 to 50.0 basis points, based on our consolidated leverage ratio. The applicable commitment fee on December 31, 2015 was 37.5 basis points. The Credit Agreement contains customary financial and operating covenants, including a consolidated leverage ratio, a senior secured leverage ratio and an interest coverage ratio. The Credit Agreement also limits the payment of dividends on our common stock, the repurchase of our common stock and the conversion, redemption, defeasance or refinancing of the Senior Notes.

Pursuant to the Amendment, a temporary increase has been made to the consolidated leverage ratio covenant, increasing the ratio from 4.0:1.0 to 5.5:1.0 through 2016, then reducing to 4.5 in the first quarter of 2017, and returning to 4.0 thereafter. During the same period, the senior secured leverage ratio covenant is being reduced from 3.0:1.0 to 2.0:1.0 through 2016, then increasing to 2.5 in the first quarter of 2017, and returning to 3.0 thereafter. The calculation for these two ratios has also been modified to allow for up to $10 million of adjustments for severance costs, as well as foreign exchange impacts related to our Brazilian intercompany financial restructuring. At December 31, 2015, we have not utilized any of this $10 million adjustment allowance in determining the available borrowing capacity under the Credit Agreement or in the calculation of the financial ratios disclosed below.

At December 31, 2015, considering our current financial covenant ratios disclosed below, we had $16.7 million of borrowing capacity available under our Credit Agreement, without taking into account any available adjustments described above, which, if utilized, could increase the availability under our Credit Agreement. The Credit Agreement is a senior secured obligation, secured by first liens on all of our U.S. tangible and intangible assets. Additionally, the Credit Agreement is guaranteed by certain of our U.S. subsidiaries and a portion of the capital stock of our non-U.S. subsidiaries has also been pledged as collateral.

The financial covenants under our Credit Agreement following the December 2015 Amendment and the applicable ratios as of the dates indicated, are as follows:

	Covenant		December 31, 2015		September 30, 2015		December 31, 2014

Interest coverage ratio	2.50	minimum		3.90		9.62		17.63

Consolidated leverage ratio	5.50	maximum		5.03		2.07		1.12

Senior Secured leverage ratio	2.00	maximum		0.21		0.07		0.19

We were in compliance with all financial covenants as of December 31, 2015. However, continued compliance with our covenants, particularly the consolidated leverage ratio, is largely dependent on our ability to generate sufficient levels of EBITDA, as defined in the Credit Agreement, as amended, or reduce our debt levels. Based upon our current and expected financial condition, and our forecasted results of operations, we anticipate having difficulty remaining in compliance with the financial covenants as of the end of the first quarter and throughout 2016, particularly if market conditions deteriorate further. As a result, we have initiated discussions with our lead bank in an effort to explore our options, which may include a waiver or amendment to our Credit Agreement. Any waiver or amendment to the Credit Agreement may increase the cost of our borrowings and impose additional limitations over certain types of activities. However, there is no certainty that we will be able to obtain any such relief. Any failure to comply with such financial covenants would result in an event of default under our Credit Agreement if we are unable to obtain a waiver or amendment on a timely basis. While no amounts are currently outstanding under our Credit Agreement, an event of default would prevent us from borrowing under our Credit Agreement and could result in our having to immediately repay all amounts outstanding, if any, under our Credit Agreement. In the event any outstanding amounts of indebtedness in excess of $25 million are accelerated, this could also cause a default under our Senior Notes.

At December 31, 2015, we had letters of credit issued and outstanding which totaled $14.8 million that are collateralized by $15.5 million in restricted cash. Additionally, our foreign operations had $7.4 million outstanding under lines of credit and other borrowings, as well as $10.4 million outstanding in letters of credit and other guarantees with certain letters of credit that are collateralized by $2.0 million in restricted cash. At December 31, 2015, this restricted cash totaling $17.5 million was included in other current assets in the accompanying balance sheet.

Our foreign subsidiaries, primarily those in Italy, Brazil and India, maintain local credit arrangements consisting primarily of lines of credit with several banks, which are renewed on an annual basis. We utilize local financing arrangements in our foreign operations in order to provide short-term local liquidity needs, as well as to reduce the net investment in foreign operations subject to foreign currency risk. Advances under these short-term credit arrangements are typically based on a percentage of the subsidiary’s accounts receivable or firm contracts with certain customers. The weighted average interest rate under these arrangements was 14.9% and 15.1% on total outstanding balances of $7.4 million and $11.4 million at December 31, 2015 and 2014, respectively.

We incurred net interest expense of $9.1 million, $10.4 million, and $11.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. Capitalized interest was $1.1 million and $0.8 million for the years ended December 31, 2015 and 2014, respectively. Scheduled repayment of all long-term debt as of December 31, 2015 is $172.5 million in 2017.