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Financing Arrangements
12 Months Ended
May 31, 2013
Financing Arrangements  
Financing Arrangements

2. Financing Arrangements

Debt Outstanding

        A summary of the carrying amount of our debt is as follows:

 
  May 31,  
 
  2013   2012  

Revolving credit facility expiring April 24, 2018 with interest payable monthly

  $ 120.0   $ 280.0  

Revolving credit facility (secured by aircraft and related engines and components) due April 23, 2015 with floating interest rate, payable monthly

    39.2     33.0  

Note payable due March 9, 2017 with floating interest rate, payable semi-annually on June 1 and December 1

    40.0     50.0  

Notes payable due January 15, 2022 with interest at 7.25% payable semi-annually on January 15 and July 15

    333.4     172.1  

Convertible notes payable due March 1, 2014 with interest at 1.625% payable semi-annually on March 1 and September 1

    65.9     68.5  

Convertible notes payable due March 1, 2016 with interest at 2.25% payable semi-annually on March 1 and September 1

    43.5     46.1  

Convertible notes payable due February 1, 2026 with interest at 1.75% payable semi-annually on February 1 and August 1

        94.9  

Other1

    66.6     47.6  
           

Total debt

    708.6     792.2  

Current maturities of debt

    (86.4 )   (122.8 )
           

Long-term debt

  $ 622.2   $ 669.4  
           

1
Included in Other is a revolving credit facility of $0 and $0.6 million, a note payable due March 15, 2014 of $1.2 million and $2.6 million, a note payable due July 19, 2012 of $0 and $8.4 million, a mortgage loan (secured by Wood Dale, Illinois facility) due August 1, 2015 of $11.0 million and $11.0 million, convertible notes due February 1, 2015 of $29.4 million and $0, and an industrial revenue bond (secured by property, plant and equipment) due August 1, 2018 of $25.0 million and $25.0 million at May 31, 2013 and 2012, respectively.

        The aggregate principal amount of debt maturing during each of the next five fiscal years is $88.1 million in 2014, $70.7 million in 2015, $70.8 million in 2016, $10.0 million in 2017, and $120.0 million in 2018. At May 31, 2013, the face value of our debt was $709.7 million and the estimated fair value was approximately $735.0 million. The fair value amounts of our long-term debt securities are estimated using significant other observable inputs including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The debt is classified as Level 2 in the fair value hierarchy.

Revolving Credit Facilities

        On April 24, 2013, we amended our agreement with various financial institutions, as lenders, and Bank of America, N.A., as administrative agent for the lenders (as amended, the "Credit Agreement"), reducing the aggregate revolving credit commitment under the Credit Agreement from $580.0 million to $475.0 million, and extending the maturity by approximately two years to April 24, 2018. Borrowings under the Credit Agreement bear interest at the offered Eurodollar Rate (defined as the British Bankers Association LIBOR Rate) plus 125 to 225 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 25 to 125 basis points based on certain financial measurements if a Base Rate loan. Borrowings outstanding under this facility at May 31, 2013 were $120.0 million and there were approximately $17.8 million of outstanding letters of credit, which reduced the availability of this facility to $337.2 million. There are no other terms or covenants limiting the availability of this facility. We also have $5.2 million available under a foreign line of credit.

        Borrowing activity under the Credit Agreement during fiscal 2013, 2012 and 2011 was as follows:

 
  For the Year Ended May 31,  
 
  2013   2012   2011  

Maximum amount borrowed

  $ 395.0   $ 525.0   $ 135.0  

Average daily borrowings

    312.3     288.3     70.6  

Average interest rate during the year

    2.03 %   1.90 %   1.95 %

        On March 28, 2013, we amended our secured revolving credit facility with The Huntington National Bank (the "Huntington Loan Agreement"). The amendment to the Huntington Loan Agreement reduced our secured revolving facility from $65.0 million to $40.0 million while also reducing the interest rate from 325 basis points to 175 basis points over LIBOR. Borrowings under the Huntington Loan Agreement are secured by aircraft and related engines and components owned by us. The Huntington Loan Agreement expires on April 23, 2015. As of May 31, 2013 and 2012, $39.2 million and $33.0 million, respectively, were outstanding under this agreement.

        The Credit Agreement requires us to comply with certain financial covenants, including a fixed charge coverage ratio and a leverage ratio. The Credit Agreement contains certain affirmative and negative covenants, including those relating to financial reporting and notification, payment of indebtedness, taxes and other obligations, compliance with applicable laws, and limitations on additional liens, indebtedness, acquisitions, investments and disposition of assets. The Credit Agreement also requires our significant domestic subsidiaries, and any subsidiaries that guarantee our other indebtedness, to provide a guarantee of payment under the Credit Agreement.

        The Huntington Loan Agreement requires us to comply with certain financial covenants which are consistent with our Credit Agreement and it is not guaranteed by our subsidiaries. The Huntington Loan Agreement also contains certain affirmative and negative covenants, including those relating to financial reporting and notification, payment of indebtedness, taxes and other obligations, compliance with applicable laws, and limitations on additional liens, indebtedness, acquisitions, investments and disposition of assets.

        At May 31, 2013, we were in compliance with the financial covenants in these agreements.

Debt Issuances

        On April 15, 2013, we completed an add-on offering of $150.0 million aggregate principal amount of our 7.25% Senior Notes due 2022 (the "Notes"). The Notes were sold in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes were sold at a price equal to 107.5% of the principal amount thereof, for a yield to maturity of 6.128%. The net proceeds of the offering of the Notes after expenses were $157.6 million, and were used to repay a portion of the borrowings under our unsecured revolving credit agreement.

        The Notes were issued under the indenture dated January 23, 2012, as supplemented as of November 30, 2012 (the "Indenture"), pursuant to which we issued $175.0 million aggregate principal amount of our 7.25% Senior Notes due 2022 (the "Original Notes"). The Notes will be treated as a single series with the Original Notes and have the same terms as those of the Original Notes, except for certain provisions related to registration rights. The Notes and Original Notes will vote as one class under the Indenture.

        On February 14, 2013, we completed an exchange agreement with an institutional holder to exchange $22.7 million aggregate principal amount of our 1.75% Convertible Senior Notes, plus cash in the amount of $7.3 million for a new $30.0 million convertible note (the "New Note"). The New Note was issued in a private placement, is subject to customary resale restrictions, and has no registration rights. The New Note matures on February 1, 2015 unless redeemed earlier by us with 30 days' notice to the holder at a call price reflecting a yield to maturity of 3.75% from inception. We may redeem the New Note at any time before February 1, 2014 in the event of a change in control or at any time from February 1, 2014 through February 1, 2015 with a call price at maturity of 104.038%. Upon conversion, the holder of the New Note shall be entitled to receive only cash and not shares of common stock. The New Note bears interest at a coupon rate of 1.75% per year, payable semi-annually on February 1 and August 1.

        On January 22, 2013, we exchanged all of the outstanding unregistered 7.25% Senior Notes due 2022, which we issued in an exempt offering on January 23, 2012, for substantially identical notes that were registered under the Securities Act of 1933. These notes are now fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by substantially all of our existing domestic and foreign subsidiaries.

Debt Retirements

        During fiscal 2013 and 2012, we retired a portion of the following debt instruments:

 
  Principal
Amount
  Cash Paid   Loss on
Repurchase
 
 
  2013   2012   2013   2012   2013   2012  

1.625% convertible notes due March 1, 2014

  $ 6.4   $ 9.4   $ 6.1   $ 8.9   $ 0.1   $ 0.2  

2.25% convertible notes due March 1, 2016

    5.5     9.1     4.9     8.1     0.2     0.3  

1.75% convertible notes due February 1, 2026

    11.0     20.6     11.0     20.3         0.2  
                           

 

  $ 22.9   $ 39.1   $ 22.0   $ 37.3   $ 0.3   $ 0.7  
                           

        The loss on repurchase, after consideration for unamortized discount and debt issuance costs, is recorded in (Loss) gain on extinguishment of debt on the Consolidated Statements of Income.

        In addition to the aforementioned debt retirements, during fiscal 2013, pursuant to the terms of the applicable indenture, certain holders of our 1.75% Convertible Senior Notes due 2026 (the "Securities") exercised the right to surrender their Securities for purchase by us (the "Put Option"). The Put Option entitled each holder of the Securities to surrender to us for purchase all or any part of such holder's Securities at a purchase price equal to 100% of the principal amount, plus accrued interest. The aggregate purchase price including principal, accrued and unpaid interest for the Securities surrendered for purchase pursuant to the Put Option was $66.2 million. The purchases were funded primarily by cash on hand and free cash flow during the third quarter of fiscal 2013. There was no gain or loss on the repurchase of these notes.

Convertible Notes

        As of May 31, 2013 and 2012, the short-term and long-term debt and equity component (recorded in capital surplus, net of income tax benefit) consisted of the following:

 
  May 31,  
 
  2013   2012  

Long-term debt:

             

Principal amount

  $ 148.3   $ 229.3  

Unamortized discount

    (9.5 )   (19.8 )
           

Net carrying amount

  $ 138.8   $ 209.5  
           

Equity component, net of tax

  $ 75.3   $ 74.8  
           

        The discount on the liability component of long-term debt is being amortized using the effective interest method based on an effective rate. For fiscal years 2013 and 2012, the effective interest rate for our convertible debt was as follows:

 
  May 31,  
 
  2013   2012  

1.625% convertible notes due March 1, 2014

    6.82 %   6.82 %

1.75% convertible notes due February 1, 2015

    5.00 %    

2.25% convertible notes due March 1, 2016

    7.41 %   7.41 %

1.75% convertible notes due February 1, 2026

        8.48 %

        For our 1.625%, 1.75% and 2.25% convertible notes, the discount is being amortized through their respective maturity dates of March 1, 2014, February 1, 2015 and March 1, 2016. For our 1.75% convertible notes due February 1, 2026, the discount was amortized through February 1, 2013, which was the first put date for those notes. As of May 31, 2013 and 2012, for each of our convertible note issuances, the "if converted" value does not exceed its principal amount.

        The interest expense associated with the convertible notes was as follows:

 
  For the Year
Ended May 31,
 
 
  2013   2012   2011  

Coupon interest

  $ 3.7   $ 4.9   $ 4.9  

Amortization of deferred financing fees

    0.5     0.7     0.8  

Amortization of discount

    9.3     13.1     12.3  
               

Interest expense related to convertible notes

  $ 13.5   $ 18.7   $ 18.0  
               

        We are subject to a number of covenants under our financing arrangements, including restrictions that relate to the payment of cash dividends, maintenance of minimum net working capital and tangible net worth levels, fixed charge coverage ratio, sales of assets, additional financing, purchase of our shares and other matters. We are in compliance with all financial covenants under our financing arrangements.