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LONG-TERM OBLIGATIONS
12 Months Ended
Dec. 31, 2011
LONG-TERM OBLIGATIONS  
LONG-TERM OBLIGATIONS

NOTE 5: LONG-TERM OBLIGATIONS

        The following is a summary of long-term obligations outstanding:

 
  Year Ended
December 31,
 
 
  2011   2010  
 
  (in thousands)
 

Senior revolving loan

  $ 217,000   $ 67,000  

Capital leases

    6,025     7,055  

Notes payable

    11,004      

Acquisition-related liabilities

    29,449     15,750  
           

Total long-term obligations, including current portion

    263,478     89,805  

Current maturities of long-term obligations

    (15,484 )   (2,945 )
           

Long-term obligations

  $ 247,994   $ 86,860  
           

Credit Facilities

        On April 25, 2011, we entered into an amended senior credit facility, with KeyBank National Association as administrative agent, and a syndicate of banks as lenders. The amendment to the credit facility, which continues to provide for a senior revolving loan, increased the aggregate amount of funds available from $140.0 million to $325.0 million, and extended the maturity date from June 2014 to December 2015. During the term of the credit facility, we have the right, subject to compliance with the covenants as set forth in the credit facility agreement, to increase the borrowings to a maximum of $375.0 million, an increase from the $200.0 million maximum in our previous facility. The credit facility is secured by liens on our land and buildings and substantially all of our personal property.

        Borrowings under the senior revolving loan bear interest at various rates based on our leverage ratio with two rate options at the discretion of management as follows: (1) for base rate advances, borrowings bear interest at prime rate plus 75 to 175 basis points; and (2) for LIBOR rate advances, borrowings bear interest at LIBOR rate plus 175 to 275 basis points. At December 31, 2011, borrowings of $217.0 million under this facility had a weighted average interest rate of 2.91%. The average amount of borrowings under this facility in 2011 was $155.2 million, at a weighted average interest rate of 2.74%. The maximum month-end amount outstanding during 2011 was $217.0 million. To determine the amount that we may borrow, the $325.0 million available under the revolving loan is reduced by the $217.0 million outstanding and $1.1 million in outstanding letters of credit.

        The financial covenants contained in the credit facility include a total debt leverage ratio and a fixed charge coverage ratio (all as defined in our credit facility agreement). As stated per the credit facility, as of December 31, 2011, the leverage ratio was not to exceed 3.00 to 1.00 and the fixed charge coverage ratio could not be less than 1.25 to 1.00. As of December 31, 2011, we were in compliance with all financial covenants.

        Other restrictive covenants contained in our credit facility include limitations on incurring additional indebtedness and completing acquisitions. We generally cannot incur indebtedness outside the credit facility, with the exception of capital leases, with a limit of $15.0 million, and subordinated debt, with a limit of $100 million of aggregate subordinated debt. Generally, for acquisitions we must be able to demonstrate that, on a pro forma basis, we would be in compliance with our covenants during the four quarters prior to the acquisition, and bank permission must be obtained for acquisitions in which cash consideration exceeds $125.0 million or total consideration exceeds $175.0 million. The total consideration for all acquisitions consummated during the term of our credit facility may not exceed $300.0 million in the aggregate without bank permission.

Contingent Convertible Subordinated Notes

        On or about June 11, 2010, prior to the maturity date, $27.2 million of contingent convertible subordinated notes ("convertible notes") were converted into 2.3 million shares of common stock at a conversion price of $11.67. On June 15, 2010, the remaining convertible notes matured, resulting in a cash payment of $22.8 million, plus accrued interest. The original $50.0 million of convertible notes were issued in June 2004 with a fixed 4% per annum interest rate and an original maturity of June 15, 2007. The holders of the convertible notes had the right to extend the maturity date by up to three years. In April 2007, the holders exercised this right and the maturity date of the convertible notes was extended to June 15, 2010.

        The right to extend the maturity of the convertible notes was accounted for as an embedded option subject to bifurcation. The embedded option was initially valued at $1.2 million and the convertible notes balance was reduced by the same amount. In April 2007, the holders of the convertible notes exercised their right to extend and we performed a final valuation to estimate the fair value of the embedded option as of the approximate date of the extension. The estimated fair value of the embedded option at that date, included as a component of the convertible notes, was approximately $4.8 million. The $4.8 million estimated fair value of the embedded option was amortized as a credit to "Interest expense" on the Consolidated Statements of Income over the period to the extended maturity, which was June 15, 2010. The balance of this embedded option was included as a component of "Current maturities of long-term obligations" on the Consolidated Balance Sheet at December 31, 2009, and was fully amortized at the maturity date.

        Upon conversion of $27.2 million of the notes, we recognized a nominal gain related to the remaining unamortized embedded option value associated with the converted notes in the year ended December 31, 2010. During 2009, a nominal principal amount of the notes were converted into shares of common stock. As a result of this conversion, we recognized a nominal gain in 2009 related to the unamortized embedded option value associated with the converted notes. The above changes related to the carrying value of the convertible notes, the estimated fair value of the embedded option, the amortization of the fair value of the embedded option, and recognition of nominal gain upon conversion did not affect our cash flow.

Capital Leases

        We lease certain property and software under capital leases that expire during various years through 2014. As of December 31, 2011, our capital leases had a weighted-average interest rate of approximately 7.3%. See Note 2 for further discussion of assets acquired under capital leases.

Notes Payable

        During the fourth quarter of 2011 we entered into a note payable related to a software license agreement, As of December 31, 2011, $3.9 million is included in "Current maturities of long-term obligations" and $7.1 million is included in "Long-term obligations" on the Consolidated Balance Sheet. The note bears interest of approximately 2.2% and is payable quarterly through September 2014.

Acquisition-related Liabilities

        In 2008 we had an acquisition for which a portion of the purchase price was deferred. These deferred payments, which are either non-interest bearing or have a below market interest rate, have been discounted using an appropriate imputed interest rate. As of December 31, 2010, the discounted value of the remaining note payments, for which the final payment was made in 2011, was approximately $0.5 million which was classified as "Current maturities of long-term obligations" in the Consolidated Balance Sheet as of December 31, 2010.

        In 2010 and 2011, in connection with the acquisitions of Jupiter eSources and De Novo Legal, we incurred liabilities related to contingent consideration for earn-out opportunities based on future revenue growth. We estimated the fair value of the contingent consideration using probability assessments of projected revenue over the earn-out period, and applied an appropriate discount rate based upon the weighted average cost of capital. This fair value is based on significant inputs not observable in the market.

        The potential undiscounted amount of all future payments that we could be required to make under the Jupiter eSources earn-out opportunity is between $0 and $20 million over a four-year period. We recognized the fair value of approximately $7.2 million of the Jupiter eSources contingent consideration in "Long-term obligations" on the Consolidated Balance Sheet at December 31 2010. During 2011, based on our probability assessments of projected revenue over the remainder of the earn-out period, we determined that it is not likely that the earn-out opportunity for Jupiter eSources will be achieved and based on this assessment, during the year ended December 31, 2011, we recognized a total decrease in the fair value of $7.2 million which was reflected in "Other operating expense" on the Consolidated Statements of Income.

        The potential undiscounted amount of all future payments that we could be required to make under the De Novo Legal earn-out opportunity is between $0 and $33.6 million over a two-year period. A portion of the De Novo Legal earn-out opportunity is contingent upon certain of the sellers remaining employees of Epiq. The portion of the contingent consideration that is not tied to employment is considered to be part of the total consideration transferred for the purchase of De Novo Legal and has been measured and recognized at a fair value of approximately $16.2 million as of December 31, 2011, in "Long-term obligations" on the Consolidated Balance Sheet at December 31, 2011. Subsequent fair value changes, measured quarterly, up to the ultimate amount paid, will be recognized in earnings. The portion of the contingent consideration that is tied to employment will be treated as compensation expense when incurred.

        In addition to the earn-out opportunity, in connection with the acquisition of Jupiter eSources, we withheld a portion of the purchase price for any claims for indemnification and purchase price adjustments. This amount will be deferred for eighteen months following the closing date of the acquisition. This holdback has been discounted using an appropriate imputed interest rate and $8.3 million and $8.1 million are recorded in "Current maturities of long-term obligations" and "Long-term obligations" on the Consolidated Balance Sheets at December 31, 2011 and 2010, respectively.

        In addition to the earn-out opportunity, in connection with the acquisition of De Novo Legal, a portion of the purchase price is being held by us and deferred for 18 months following the closing date of the acquisition as security for potential indemnification claims. This amount has been discounted using an appropriate imputed interest rate. As of December 31, 2011, $4.9 million is recorded in "Long-term obligations" on the Consolidated Balance Sheet.

Scheduled Principal Payments

        Our long-term obligations, consisting of our senior revolving loan, acquisition-related liabilities, and capitalized leases, mature as follows for years ending December 31:

 
  (in thousands)  

2012

  $ 15,484  

2013

    19,099  

2014

    11,895  

2015

    217,000  

2016 and thereafter

     
       

Total

  $ 263,478