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INDEBTEDNESS
3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
INDEBTEDNESS

10. INDEBTEDNESS

2024 Convertible Notes

On November 14, 2017, the Company issued $570.0 million senior notes due on November 15, 2024 (the “2024 Notes”). The 2024 Notes were issued at face value and bear interest at the rate of 1.50% per annum, payable semi-annually in cash on each May 15 and November 15, commencing on May 15, 2018. Upon conversion, the Company may pay cash, shares of its common stock or a combination of cash and stock, as determined by the Company in its discretion. The 2024 Notes may be convertible into 7,763,552 shares of the Company’s common stock under certain circumstances prior to maturity at a conversion rate of 13.621 shares per $1,000 principal amount of the 2024 Notes, which represents a conversion price of $73.42 per share. The Company recorded a total debt discount of $171.8 million upon issuance of the 2024 Notes, consisting of an equity component of $161.2 million and debt issuance costs of $10.6 million. The debt discount is being amortized under the effective interest method and recorded as additional non-cash interest expense over the life of the 2024 Notes. The effective interest rate on the liability component of the 2024 Notes for the year ended December 31, 2017 was 6.9%. The fair value of the 2024 Notes is $713.0 million as of March 31, 2018. It is based on open market trades and is classified as level 1 in the fair value hierarchy.

Term Loan

In July 2017, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit and Security Agreement”) which provides a term loan (“July 2017 Term Loan”) of $60.0 million with MidCap Financial Trust (“MidCap”). Borrowings under the Amended and Restated Credit and Security Agreement bear interest at a rate per annum equal to 6.25%, plus the one-month London Interbank Offered Rate (“LIBOR”). Commencing on July 1, 2018, and continuing for the remaining thirty six months of the facility, the Company will be required to make monthly principal payments of approximately $0.8 million, set forth in the Amended and Restated Credit and Security Agreement, subject to certain adjustments as described therein. The facility matures in July 2021. The Company was in compliance with all affirmative and negative covenants associated with the Amended and Restated Credit and Security Agreement at March 31, 2018.

Revolving Line of Credit

In July 2017, the Company entered into a revolving credit and security agreement (the “Revolving Credit Agreement”) which provides an aggregate revolving loan commitment of $40.0 million (which may be increased by an additional tranche of $20.0 million) with MidCap. Borrowings under the Revolving Credit Agreement bear interest at a rate of 3.95%, plus the one-month LIBOR. In addition to paying interest on the outstanding principal under the Revolving Credit Agreement, the Company paid $0.2 million of origination fee, which was 0.50% of the amount of the revolving loan. The Company recognized this origination fee as other asset and it is being amortized to interest expense over the term of the line-of-credit. Additionally, the Company is liable for unused line fees, minimum balance fees, collateral fees, deferred revolving loan original fees, etc. This facility matures in July 2021.

Mortgage Loans

The Company had two loans outstanding which bear interest at 4.75%, mature in February 2027 and are collateralized by the Airport Facility in Corvallis, Oregon. In connection with the sale of the Airport Facility in January 2018, the two long-term mortgage loans were repaid.

As of March 31, 2018, the Company recorded approximately $3.4 million as current portion of long-term debt and approximately $427.4 million as long-term debt on the unaudited condensed consolidated balance sheets related to the 2024 convertible notes, the term loan, the revolving line of credit and the mortgage loans. The following table summarizes the Company’s debt facilities for the periods indicated:

 

 

As of

March 31,

2018

 

 

As of

December 31,

2017

 

 

(in thousand)

 

Par value of the 2024 Notes

 

570,000

 

 

 

570,000

 

Unamortized discounts

 

(154,340

)

 

 

(158,890

)

Debt issuance expenses

 

(10,151

)

 

 

(10,450

)

Net carrying value of convertible debt

 

405,509

 

 

 

400,660

 

Other debt facilities

 

25,302

 

 

 

30,391

 

Net carrying value of total debt facilities

 

430,811

 

 

 

431,051

 

For the three months ended March 31, 2018 and 2017, the Company recorded $7.6 million and $0.3 million in interest expense, respectively.