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Debt
12 Months Ended
Mar. 30, 2012
Debt Disclosure [Abstract]  
DEBT

Outstanding debt consists of the following, in order of seniority:

  As of
  March 30, 2012 April 1, 2011
Revolving line of credit $ -   $ - 
2012 Notes   250,000     - 
2008 Notes   204,916     195,643 
Capital lease obligations    -     780 
 Total debt    454,916     196,423 
Less: Current portion of debt    -     761 
 Long-term debt  $ 454,916   $ 195,662 

2012 Notes

On February 24, 2012, the Company issued $250.0 million aggregate principal of 6.375% senior notes, which mature on March 1, 2022 (the “2012 Notes”). Interest on the notes is payable semi-annually in arrears on March 1 and September 1, beginning September 1, 2012. The 2012 Notes are fully and unconditionally guaranteed on a joint and several basis by certain of the Company's domestic subsidiaries (the “Guarantor Subsidiaries”). Refer to Footnote 22, Condensed Consolidating Financial Information, for further information regarding the Guarantor Subsidiaries.

Prior to March 1, 2017, the Company may redeem some or all of the 2012 Notes at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed, plus a make-whole premium, together with accrued and unpaid interest. The Company may redeem some or all of the notes at any time on or after March 1, 2017 at the redemption prices set forth in the Indenture, dated February 24, 2012 (the “Indenture”).  In addition, the Company may redeem up to 35% of the aggregate principal amount of the notes prior to March 1, 2015 at 106.375% of their aggregate principal amount plus accrued interest with the net proceeds of certain qualified equity offerings.

 

If a change of control, as defined in the Indenture, occurs at any time, holders of the notes will have the right, at their option, to require the Company to repurchase all or a portion of such holder's notes. The repurchase price for such a repurchase will be 101% of the aggregate principal amount of the notes to be repurchased plus accrued and unpaid interest to, but not including, the date of purchase.

The Indenture contains covenants that, among other things, limit the Company's ability and the ability of the Company's restricted subsidiaries to: borrow money or sell preferred stock; create liens; pay dividends on or redeem or repurchase stock; make certain types of investments; restrict dividends or other payments from subsidiaries; enter into transactions with affiliates; issue guarantees of debt; and sell assets or merge with other companies.  Certain of these covenants will be suspended if the notes are assigned an investment grade rating by both Standard & Poor's and Moody's and no default has occurred and is continuing. If either rating on the notes should subsequently decline to below investment grade, the suspended covenants will be reinstated. These covenants are subject to important exceptions and qualifications as set forth in the Indenture.

The Company used a portion of the net proceeds of the offering to repay borrowings under the revolving line of credit in the amount of $127.3 million. Remaining proceeds will be used to partially fund the retirement of the 2008 Notes, as well as for general corporate purposes, including potential acquisitions and share repurchases.

The gross carrying value of the Company's 2012 Notes as of March 30, 2012 was $250,000 and the fair value, which is estimated using a third party valuation model, was approximately $257,500.

2008 Notes

In August 2008, the Company issued $230.0 million principal amount of 3.125% senior convertible notes referred to as the 2008 Notes, which mature on August 1, 2014. Interest on the notes is payable semiannually in arrears on February 1 and August 1 of each year. The notes will be convertible into cash up to the principal amount of the notes and shares of the Company's common stock for any conversion value in excess of the principal amount under the following circumstances: (i) if the Company has called the notes for redemption; (ii) in the event of a fundamental change, as defined in the indenture, such as a merger, acquisition, or liquidation; (iii) on or after May 1, 2014 and prior to the close of business on the second scheduled trading day immediately preceding August 1, 2014; (iv) prior to May 1, 2014, during the five consecutive business day period following any five consecutive trading day period in which the trading price for a note for each day of that trading period is less than 98% of the closing sale price of the Company's common stock on such corresponding trading day multiplied by the applicable conversion rate; (v) prior to May 1, 2014, during any calendar quarter after September 30, 2008 in which the closing sale price of the Company's common stock for at least 20 of the 30 consecutive trading days ending the day prior to such quarter is greater than 130% of the applicable conversion price of $21.22 per share (“Contingent Conversion Trigger”); or (vi) upon certain specified corporate events as discussed in the indenture governing the notes.

A note holder may not exercise its conversion right with respect to all or any portion of a note, if such conversion would cause the note holder to become a beneficial owner of more than 9.9% of the Company's outstanding voting stock. The initial conversion rate is 47.1342 shares of common stock per each $1 (in thousands) principal amount of notes and is equivalent to an initial conversion price of $21.22 per share. The conversion rate is subject to adjustment upon the occurrence of certain events. If the notes were converted as of March 30, 2012, the if-converted value would exceed the principal amounts of the 2008 Notes by $44,708.

As of March 30, 2012 and April 1, 2011, the fair value of the 2008 Notes was approximately $302,174 and $323,800, respectively.

The ability of note holders to convert is assessed on a quarterly basis and is dependent on the trading price of the Company's stock during the last 30 trading days of each quarter. The Contingent Conversion Trigger was not met during the three months ended March 30, 2012; therefore, the notes may not be converted during the Company's first quarter of fiscal year 2013.

The Company used a portion of the net proceeds of the offering to repurchase approximately $35.0 million of its common stock in privately negotiated transactions with institutional investors concurrently with this offering. The Company used $101.7 million of the net proceeds during fiscal year 2009, when holders of the senior convertible notes issued in 2004 required the Company to redeem approximately all of their outstanding notes plus accrued interest. Remaining proceeds were used for general corporate purposes.


The debt discount associated with the 2008 Notes will be amortized over periods that end on the scheduled maturity date and result in effective interest rates of approximately 8.25%. For the fiscal years ended March 30, 2012, April 1, 2011, and April 2, 2010 interest expense was $7,168, $7,171, and $7,281, based on the contractual coupon rates, while debt discount amortization was $9,273, $8,543, and $7,948, respectively.

The principal balances, unamortized discounts and net carrying amounts of the liability components and the equity components for the Company's 2008 Notes as of March 30, 2012 and April 1, 2011 are as follows:

  Liability Component Equity Component
(in thousands) Principal  Unamortized  Net Carrying  Carrying Amount
2008 Notes Balance Discount Amount Pretax(a)
March 30, 2012 $ 230,000 $ (25,084) $ 204,916 $ 55,636
April 1, 2011 $ 230,000 $ (34,357) $ 195,643 $ 55,636

  • The Company recognized a deferred tax liability of $20,523 related to the issuance of the 2008 Notes.

Convertible Note Hedge Transactions

In connection with the offering of the notes, the Company also entered into convertible note hedge transactions with respect to its common stock (the “purchased options”) with a major financial institution (the “counterparty”). The Company paid an aggregate amount of $54.1 million to the counterparty for the purchased options. The purchased options cover, subject to anti-dilution adjustments substantially identical to those in the notes, approximately 10.8 million shares of common stock at a strike price that corresponds to the initial conversion price of the notes, also subject to adjustment, and are exercisable at each conversion date of the notes. The purchased options will expire upon the earlier of (i) the last day the notes remain outstanding or (ii) the second scheduled trading day immediately preceding the maturity date of the notes.

The purchased options are intended to reduce the potential dilution upon conversion of the notes in the event that the market value per share of the common stock, as measured under the notes, at the time of exercise is greater than the conversion price of the notes. The options have been accounted for as an adjustment to the Company's equity, net of deferred tax assets of $21.0 million.

The purchased options are separate transactions, entered into by the Company with the counterparty, and are not part of the terms of the notes. Holders of the notes will not have any rights with respect to the purchased options.

Warrant Transactions

The Company also entered into warrant transactions (the “warrants”), whereby the Company sold to the counterparty warrants in an aggregate amount of $25.4 million to acquire, subject to anti-dilution adjustments, up to 10.8 million shares of common stock at a strike price of $28.29 per share of common stock, also subject to adjustment. The warrants will expire after the purchased options in approximately ratable portions on a series of expiration dates commencing on November 3, 2014.

If the market value per share of the common stock, as measured under the warrants, exceeds the strike price of the warrants, the warrants will have a dilutive effect on the Company's earnings per share. The warrants have been accounted for as an adjustment to the Company's equity and recorded in Additional paid-in capital on the Consolidated Balance Sheets.

The warrants are separate transactions, entered into by the Company with the counterparties, and are not part of the terms of the notes. Holders of the notes do not have any rights with respect to the warrants.

Revolving Line of Credit

The Company maintains an asset-based revolving line of credit (the “RLOC”) under a credit agreement (the “Credit Agreement”). As of April 1, 2011, the Credit Agreement permitted maximum borrowings of up to $200.0 million, with increased borrowing capacity to $250.0 million via an accordion feature. Availability of borrowings (“Availability”) was based on a borrowing base calculation consisting of accounts receivable and inventory, subject to satisfaction of certain eligibility requirements less any outstanding letters of credit. Borrowings under the RLOC bore interest at the bank's prime rate plus an applicable margin based on a fixed charge coverage ratio, or at LIBOR plus an applicable margin based on a fixed charge coverage ratio. Additionally, the RLOC bore interest at a fixed rate of 0.25% for any unused portion of the facility.

On November 16, 2011, the Company amended and restated the Credit Agreement with the following features and key terms: (i) a five-year term, maturing on November 16, 2016; (ii) a facility size of $300.0 million, with increased borrowing capacity of $100.0 million via an accordion feature; and (iii) conditional covenants based on the Company's borrowing availability and fixed charge coverage ratio requirements. Availability depends on a borrowing base calculation consisting of accounts receivable and inventory, subject to satisfaction of certain eligibility requirements, and certain other reserves. Borrowings under the RLOC bear interest at the bank's base rate or at LIBOR plus applicable margins. Additionally, the RLOC incurs fees at a fixed rate of 0.25% for any unused portion of the facility.

Under the RLOC, the Company and certain of its subsidiaries are subject to certain covenants, including but not limited to, limitations on: (i) selling or transferring assets, (ii) making certain permitted investments, and (iii) incurring additional indebtedness and liens. However, these covenants may not apply if the Company maintains sufficient Availability under the credit facility and satisfies fixed charge coverage ratios.

 

Based on the amended terms of the Credit Agreement, and in accordance with ASC 470-10 Debt – Overall, outstanding borrowings on the RLOC were classified within Revolving line of credit and long-term debt, excluding current portion on the Consolidated Balance Sheets as of March 30, 2012. Prior to the amendment, the Credit Agreement contained both a subjective acceleration clause and a lock-box arrangement, and in accordance with ASC 470-10, borrowings were classified within Revolving line of credit and current portion of long-term debt on the Consolidated Balance Sheets as of April 1, 2011.

 

Borrowings under the RLOC are anticipated to fund future requirements for working capital, capital expenditures, acquisitions, repurchases of the Company's common stock, and the issuance of letters of credit, if necessary.


The
re were no outstanding borrowings under the RLOC as of March 30, 2012 and April 1, 2011. After reducing availability for outstanding borrowings and letter of credit commitments, the Company has sufficient assets based on eligible accounts receivable and inventory to borrow an additional $269.1 million (not including additional Availability via the accordion feature) under the RLOC. Average daily borrowings during fiscal years 2012 and 2011 were $44.4 million and $3.8 million, respectively. A hypothetical 1% increase/decrease in prevailing interest rates as of March 30, 2012 would result in a corresponding increase/decrease in interest expense of approximately than $0.4 million. The average daily interest rate, excluding debt issuance costs and unused line fees, for the fiscal years ended March 30, 2012, April 1, 2011, and April 2, 2010, was 2.27%, 2.37%, and 4.02%, respectively.

Interest Rate Swap Agreement

During fiscal year 2008, the Company entered into an interest rate swap agreement which was designated as a cash flow hedge and matured on February 19, 2010. The Company did not extend or enter into a new swap agreement, and as such, this agreement has expired. The purpose of the swap agreement was to hedge the variable interest rate of its RLOC, as such, the interest rate swap effectively fixed the interest rate on a portion of the revolving line of credit to 2.70%, plus an applicable margin as determined by the RLOC. The interest rate swap was disclosed in the Consolidated Statements of Equity and Comprehensive Income.

Capital Lease Obligations

During the fiscal year ended March 30, 2012, the Company leased certain computer hardware and office equipment at an aggregate annual rental of approximately $778. The equipment was capitalized at its fair market value, which approximated the present value of the future minimum lease payments, and was amortized over the useful life of the assets.

 

As of their term dates, the Company entered into new leasing agreements related to all equipment previously classified and accounted for as capital leases. Based on the terms of the new leasing agreements, these contractual obligations were reclassified as operating leases for accounting purposes. See Footnote 17, Operating Lease Commitments, for additional disclosures relating to the Company's commitments under operating leases.

 

As of March 30, 2012, the Company had no outstanding capital lease obligations, while as of April 1, 2011, the Company had aggregate outstanding lease obligations of $754, net of imputed interest of $26.