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Debt | 6 Months Ended
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Jun. 30, 2020
Debt Disclosure [Abstract] |
Debt | 4. DEBT Our long-term debt, as of June 30, 2020 and December 31, 2019, was as follows (in thousands):
|  | June 30, |  |  | December 31, |
|  | 2020 |  |  | 2019 |
2018 Credit Agreement: |  |  |  |  |  |  |  |
Term loan, due March 2023, interest at adjusted LIBOR plus 1.5% (combined rate of 1.81% at June 30, 2020 and 3.44% at December 31, 2019) |  | $ | 132,188 |  |  | $ | 136,875 |  |
Less – deferred financing costs |  |  | (1,433 | ) |  |  | (1,715 | )
2018 term loan, net of unamortized discounts |  |  | 130,755 |  |  |  | 135,160 |
$200 million revolving loan facility, due March 2023, interest at adjusted LIBOR plus applicable margin |  | — |  |  | — |
Convertible Notes: |  |  |  |  |  |  |  |
2016 Convertible Notes – Senior convertible notes; due March 15, 2036; cash interest at 4.25% |  |  | 230,000 |  |  |  | 230,000 |
Less – unamortized original issue discount |  |  | (4,534 | ) |  |  | (6,004 | )
Less – deferred financing costs |  |  | (1,759 | ) |  |  | (2,334 | )
2016 Convertible Notes, net of unamortized discounts |  |  | 223,707 |  |  |  | 221,662 |
Total debt, net of unamortized discounts |  |  | 354,462 |  |  |  | 356,822 |
Current portion of long-term debt, net of unamortized discounts |  |  | (12,188 | ) |  |  | (10,313 | )
Long-term debt, net of unamortized discounts |  | $ | 342,274 |  |  | $ | 346,509 |
2018 Credit Agreement During the six months ended June 30, 2020, we made $4.7 million of principal repayments on our $150 million aggregate principal five-year term loan (the “2018 Term Loan”). As of June 30, 2020, our interest rate on the 2018 Term Loan is 1.81% (adjusted LIBOR plus 1.50% per annum), effective through September 2020, and our commitment fee on the unused $200 million aggregate principal five-year revolving loan facility (the “2018 Revolver”) is 0.20%. As of June 30, 2020, we had no borrowings outstanding on our 2018 Revolver and had the entire $200.0 million available to us. The interest rates under the 2018 Credit Agreement are based upon our choice of an adjusted LIBOR rate plus an applicable margin of 1.50% – 2.50%, or an alternate base rate plus an applicable margin of 0.50% – 1.50%, with the applicable margin, depending on our then-net secured total leverage ratio. We will pay a commitment fee of 0.200% – 0.375% of the average daily unused amount of the 2018 Revolver, with the commitment fee rate also dependent upon our then-net secured total leverage ratio. If the LIBOR rate is no longer available, then our interest rate under the Credit Agreement will be determined by the alternate base rate plus an applicable margin as discussed above. 2016 Convertible Notes Upon conversion of the 2016 Convertible Notes, we will settle our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock, or a combination thereof, at our election. It is our current intent and policy to settle our conversion obligations as follows: (i) pay cash for 100% of the par value of the 2016 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we can satisfy the remaining conversion obligation in cash, shares of our common stock, or a combination thereof, at our election. The 2016 Convertible Notes will be convertible at the option of the note holders upon the satisfaction of specified conditions and during certain periods. During the period from, and including, December 15, 2021 to the close of business on the business day immediately preceding March 15, 2022 and on or after December 15, 2035, holders may convert all or any portion of their 2016 Convertible Notes at the conversion rate then in effect at any time regardless of these conditions. As a result of our quarterly dividend in June 2020 (see Note 8), the previous conversion rate for the 2016 Convertible Notes of 17.6036 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes, which is equivalent to an initial conversion price of $56.81 per share of our common stock, has been adjusted to 17.6222 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes, which is equivalent to an initial conversion price of $56.75 per share of our common stock. Holders may require us to repurchase the 2016 Convertibl e Notes for cash on each of March 15, 2022, March 15, 2026, and March 15, 2031, or upon the occurrence of a fundamental change (as defined in the 2016 Convertible Notes Indenture) in each case at a purchase price equal to the principal amount thereof plus accrued and unpaid interest. We may redeem for cash all or part of the 2016 Convertible Notes if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. On or after March 15, 2022, we may redeem for cash all or part of the 2016 Convertible Notes regardless of the sales price condition described in the preceding sentence. In each case, the redemption price will equal the principal amount of the 2016 Convertible Notes to be redeemed, plus accrued and unpaid interest. As of June 30, 2020, none of the conversion features have been achieved, and thus, the 2016 Convertible Notes are not convertible by the holders.

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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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