XML 65 R12.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Debt | 3 Months Ended
--- | ---
Mar. 29, 2013
Debt Disclosure [Abstract] |
DEBT | 6. DEBT
| Long-term debt is comprised of the following (in thousands):
|  |  | As of
|  |  |  | March 29, |  |  | December 28,
|  |  |  | 2013 |  |  | 2012
| Revolving line of credit | $ | 233,000 |  | $ | 33,000
| 2.25% convertible subordinated notes |  | - |  |  | 197,782
| Unamortized discount |  | - |  |  | (5,368)
|  | Total long-term debt | $ | 233,000 |  | $ | 225,414
Revolving Line of Credit –The Company has a revolving credit facility (the “Credit Facility”), which provides a $400 million secured revolving credit facility, and can be increased by $200 million upon the Company's request and approval by the lenders. The Credit Facility also contains a $15 million letter of credit subfacility and a $15 million swingline subfacility. The Credit Facility has a maturity date of June 24, 2016. The Credit Facility is secured by the Company's non-realty assets including cash, accounts receivable and inven tories. Interest rates under the Credit Facility are, at the Company's option either at: (i) the prime rate plus the applicable margin, which ranges between 0.0% and 1.0%, based on the Company's total leverage ratio or (ii) the applicable LIBOR rate plus the applicable margin, which ranges between 1.5% and 3.0%, based on the Company's total leverage ratio. Loans under the swingline subfacility will bear interest at the prime rate plus the applicable margin, which ranges between 0.0% and 1.0%, based on the Company's total leverage ratio. The Company is also required to pay a commitment fee which, varies between 0.175% and 0.25% depending on the Company's total leverage ratio. The Credit Facility contains limitations on the incurrence of indebtedness, liens and licensing of intellectual property, investments and certain payments. The Credit Facility permits the Company to engage in the following activities up to an aggregate amount of $250 million: 1) engage in permitted acquisitions in the aggregate not to exceed $250 million; 2) make other investments in the aggregate not to exceed $60 million; 3) make stock repurchases not to exceed $60 million in the aggregate; and 4) retire up to $198 million of CSN (defined below). At any time that the total leverage ratio of the Company for the two most recently ended fiscal quarters is less than 2.75 to 1.0, the Company may make an election to reset each of the amounts specified above. Additionally, these limitations can be waived upon the Company's request and approval of a majority of the lenders. As a result of the repayment of CSN during the first quarter of 2013 (discussed below), as of March 29, 2013, the Company's availability under the above limits were reduced to the aggregate limit of $49 million. The Credit Facility requires the Company to maintain a rolling four quarter ratio of adjusted EBITDA to interest expense of at least 3.0 to 1.0, and a total leverage ratio of not greater than 4.0 to 1.0. The calculation of adjusted EBITDA and total leverage ratio excludes non-cash charges, extraordinary, unusual, or non-recurring expenses or losses, non-cash stock-based compensation, and non-recurring expenses or charges incurred in connection with permitted acquisitions. As of March 29, 2013, the Company was in compliance with all covenants. The Credit Facility contains customary events of default. Upon the occurrence and during the continuance of an event of default, a majority of the lenders may declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable. A s of March 29, 2013, the weighted average interest rate on borrowings under the Credit Facility, which does not take into account the impact of the Company's interest rate swap, was 1.98%. As of March 29, 2013, the Company had $167 million of borrowing capacity available under the Credit Facility. This borrowing capacity may vary from period to period based upon the debt levels of the Company and the level of EBITDA, which impacts the covenant calculations described above. Interest Rate Swap – From time to time, the Company enters into interest rate swap agreements in order to hedge against potential changes in cash flows on the outstanding debt on the Credit Facility. The receive variable leg of the interest rate swaps and the variable rate paid on the debt have the same rate of interest, excluding the credit spread, and resets and pays interest on the same date. During 2012, the Company entered into a three-year $150 million interest rate swap, which amortizes $50 million per year and became effective on February 20, 2013. This swap was entered into in order to hedge against potential changes in cash flows on the outstanding Credit Facility borrowings which are also indexed to the one-month LIBOR rate. This swap is accounted for as a cash flow hedge. Information regarding the Company's outstanding interest rate swap as of March 29, 2013 is as follows (dollars in thousands):
|  |  |  |  |  |  |  |  |  |  |  |  | Current |  | Fair |  |
|  |  |  |  |  |  |  |  |  | Pay |  | Receive |  | Value |  | Balance
|  | Type of |  | Notional |  | Start |  | End |  | Fixed |  | Floating |  | March 29, |  | Sheet
Instrument |  | Hedge |  | Amount |  | Date |  | Date |  | Rate |  | Rate |  | 2013 |  | Location
Interest rate swap |  | Cash flow |  | $ | 150,000 |  | Feb-13 |  | Feb-16 |  | 0.573% |  |  | 0.023% |  | $ | (626) |  | Other Long-Term Liabilities
The estimated fair value of the interest rate swap agreement represents the amount the Company expects to receive (pay) to terminate the contract. No portion of the change in fair value of t he Company's interest rate swap during the three months ended March 29, 2013 was considered ineffective. The amount recorded as Interest Expense during the three months ended March 29, 2013 and March 30, 2012 related to the Company's interest rate swaps was $0.06 million and $0.0 million, respectively. Convertible Subordinated Notes – In March 2007, the Company completed a private placement of $197.8 million of convertible subordinated notes (“CSN”) at a 5% discount. CSN accrued interest at 2.25% per annum, payable semi-annually, and were due on June 15, 2013. The effective interest rate of CSN, which took into consideration the amortization of the discount and deferred fees related to the issuance of these notes, was 8.5%. The discount on CSN was amortized to the redemption date utilizing the effective interest method. On February 20, 2013, the Company redeemed all outstanding CSN, which was funded with borrowings under the Credit Facility.
| The contractual interest and discount amortization for CSN were as follows (in thousands):
|  | Three Months Ended |
|  | March 29, |  | March 30, |
|  | 2013 |  | 2012 |
| Contractual interest | $ | 634 |  | $ | 1,113 |
| Discount amortization |  | 5,368 |  |  | 2,689 |
Deferred Financing Fees - The change in deferred financing fees is as follows (in thousands):
| At | December 28, 2012 | $ | 2,056
| Amortization during the period |  | (391)
| At | March 29, 2013 | $ | 1,665

X
- Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 4 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration