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Notes Payable, Other and Short-Term Borrowings | 3 Months Ended
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Mar. 31, 2020
Debt Disclosure [Abstract] |
Notes Payable, Other and Short-Term Borrowings |
1 8. | Notes Payable, Other and Short-Term Borrowings
Notes payable, other and short-term borrowings consisted of the following (in thousands):
|  | March 31, 2020 |  |  | December 31, 2019 |
Unsecured senior revolving credit agreement |  | $ | 297,158 |  |  | $ | 68,948 |
5.125% Senior Notes |  |  | 298,913 |  |  |  | 298,688 |
5.375% Senior Notes due 2023 |  |  | 445,581 |  |  |  | 445,247 |
3.750% Senior Notes |  |  | 296,297 |  |  |  | 296,129 |
Collateralized borrowings |  |  | 30,272 |  |  |  | 33,675 |
Total Notes payable and other borrowings |  |  | 1,368,221 |  |  |  | 1,142,687 |
Short-term borrowings |  |  | 3,847 |  |  |  | 4,962 |
Total Notes payable, other and short-term borrowings |  | $ | 1,372,068 |  |  | $ | 1,147,649 |
Unsecured Senior Revolving Credit Agreement On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020 and the maximum revolving loan balance is $350.0 million. Borrowings under this Revolving Credit Agreement bear interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, the Company entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. As of March 31, 2020, there was $297.2 million of borrowings outstanding, net of deferred financing costs of $2.8 million, under the Revolving Credit Agreement. The average interest rate on the outstanding borrowings was 3.446% and 4.595% for the three months ended March 31, 2020 and 2019, respectively. As of December 31, 2019, there was $68.9 million of borrowings outstanding, net of deferred financing costs of $1.1 million, under the Agreement. The average interest rate on the outstanding borrowings was 3.88% for the year ended December 31, 2019. The Company recorded interest expense related to the Revolving Credit Agreement of $1.7 million and $2.0 million for the three months ended March 31, 2020 and 2019, respectively. Senior Notes The Company’s Senior Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):
|  | March 31, 2020 |  |  | December 31, 2019 |
|  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value |
5.125% Senior Notes |  | $ | 298,913 |  |  | $ | 297,291 |  |  | $ | 298,688 |  |  | $ | 311,100 |
5.375% Senior Notes due 2023 |  |  | 445,581 |  |  |  | 461,646 |  |  |  | 445,247 |  |  |  | 482,099 |
3.750% Senior Notes |  |  | 296,297 |  |  |  | 270,900 |  |  |  | 296,129 |  |  |  | 300,600 |
Total |  | $ | 1,040,791 |  |  | $ | 1,029,837 |  |  | $ | 1,040,064 |  |  | $ | 1,093,799 |
The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.125% Senior Notes, the 5.375% Senior Notes due 2023, and the 3.750% Senior Notes are considered Level 2 within the fair value hierarchy. 5.125% Senior Notes On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes. The 5.125% Senior Notes are general senior unsecured obligations of the Company. The 5.125% Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The issuance costs are amortized as interest expense, and the carrying value of the 5.125% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.125% Senior Notes as of March 31, 2020 was $298.9 million. The Company recorded interest expense related to the 5.125% Senior Notes of $4.1 million for each of the three months ended March 31, 2020 and 2019. 5.375% Senior Notes due 2023 On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes due 2023. The 5.375% Senior Notes due 2023 are general senior unsecured obligations of the Company. The 5.375% Senior Notes due 2023 bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The 5.375% Senior Notes due 2023 will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes due 2023 at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture related to the 5.375% Senior Notes due 2023). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.375% Senior Notes due 2023 was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense, and the carrying value of the 5.375% Senior Notes due 2023 will accrete up to the face amount over the term of the notes. The carrying value of the 5.375% Senior Notes as of March 31, 2020 was $445.6 million. The Company recorded interest expense related to the 5.375% Senior Notes due 2023 of $6.4 million and $6.3 million for the three months ended March 31, 2020 and 2019, respectively. 3.750% Senior Notes On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The 3.750% Senior Notes will mature on October 1, 2024. The Company may redeem some or all of the 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will be amortized as interest expense and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $296.3 million as of March 31, 2020. The Company recorded interest expense related to the 3.750% Senior Notes of $3.0 million for the three months ended March 31, 2020. The Company did not record any interest expense related to the 3.750% Senior Notes for the three months ended March 31, 2019. Collateralized Borrowings On March 13, 2015, the Company entered into a $28.2 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.70% per year and matured on March 13, 2019; therefore, there were no borrowings outstanding as of March 31, 2020 or December 31, 2019. The Company did not record any interest expense related to this arrangement for the three months ended March 31, 2020. The Company recorded interest expense related to this arrangement of $29 thousand for the three months ended March 31, 2019. On May 31, 2017, the Company entered into a $29.9 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.44% per year and matures on May 31, 2021. As of March 31, 2020 and December 31, 2019, the Company had $9.8 million and $11.7 million, respectively, outstanding related to this arrangement. The book value of the fixed assets pledged as of March 31, 2020 was $1.7 million. The Company recorded interest expense related to this arrangement of $0.1 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively. On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of March 31, 2020 and December 31, 2019, the Company had $12.4 million and $13.2 million, respectively, outstanding related to this arrangement. The book value of the fixed assets pledged as of March 31, 2020 was $6.2 million. The Company recorded interest expense related to this arrangement of $0.1 million for the three months ended March 31, 2020. The Company did not record any interest expense related to this arrangement for the three months ended March 31, 2019. On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement of, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of March 31, 2020 and December 31, 2019, the Company had $8.1 million and $8.8 million, respectively, outstanding related to this arrangement. The book value of the fixed assets pledged as of March 31, 2020 was $4.9 million. The Company recorded interest expense related to this arrangement of $0.1 million for the three months ended March 31, 2020. The Company did not record any interest expense related to this arrangement for the three months ended March 31, 2019. Short-Term Borrowings On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provides for short-term loans of up to $3.8 million (BRL 20.0 million). The maturity date of the agreement is August 20, 2020. Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.30%. As of March 31, 2020 and December 31, 2019, there were $3.8 million (BRL 20.0 million) and $5.0 million (BRL 20.0 million), respectively, of borrowings outstanding under the agreement. As of March 31, 2020, the interest rate was 7.1%. The Company recorded interest expense related to the agreement of $0.1 million for each of the three months ended March 31, 2020 and 2019. On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provides for an intra-day overdraft credit line up to $9.7 million (BRL 50.0 million). The maturity date of the agreement is June 12, 2020. This facility bears a fee of 1.00% per year. As of March 31, 2020 and December 31, 2019, there were no borrowings outstanding under this agreement. The Company recorded bank fees related to the agreement of $27 thousand and $33 thousand for the three months ended March 31, 2020 and 2019, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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