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FINANCING ARRANGEMENTS
9 Months Ended
Nov. 30, 2019
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS

NOTE 7 – FINANCING ARRANGEMENTS

 

The following table provides a summary of our debt as of November 30, 2019 and February 28, 2019 (in thousands):

 

 

 

 

Maturity

 

Effective

 

 

November 30,

 

 

February 28,

 

 

 

Date

 

Interest Rate

 

 

2019

 

 

2019

 

2020 Convertible Notes, 1.625% fixed rate

 

May 15, 2020

 

 

6.20

%

 

$

27,599

 

 

$

122,527

 

2025 Convertible Notes, 2.00% fixed rate

 

August 1, 2025

 

 

7.56

%

 

 

230,000

 

 

 

230,000

 

Due to factors

 

2020 - 2024

 

 

4.70

%

 

 

15,167

 

 

 

 

Total term debt

 

 

 

 

 

 

 

 

272,766

 

 

 

352,527

 

Unamortized discount and issuance costs

 

 

 

 

 

 

 

 

(63,433

)

 

 

(76,622

)

Less: Current portion of long-term term debt

 

 

 

 

 

 

 

 

(32,955

)

 

 

 

Long-term debt, net of current portion

 

 

 

 

 

 

 

$

176,378

 

 

$

275,905

 

 

The effective interest rates for the convertible notes include the interest on the notes and amortization of the discount. As of November 30, 2019 and February 28, 2019, the fair value of the convertible notes, based on Level 2 inputs, was $217 million and $303 million, respectively.

2020 Convertible Notes

In May 2015, we issued $172.5 million principal amount of 1.625% convertible senior unsecured notes due in 2020 (“2020 Convertible Notes”). These notes require semi-annual interest payments at a rate of 1.625% until maturity, conversion or purchase, which will be no later than in May 15, 2020.

The notes will be convertible into cash, shares of our common stock or a combination of cash and shares of common stock, at our election based on initial conversion price of $32.5256. In July 2018, we repurchased $50 million in aggregate principal amount of these notes for $53.8 million, resulting in a loss on extinguishment of $2.0 million and $6.1 million charged to additional paid-in capital. We also received $3.1 million from the unwinding of certain hedging instruments related to these notes.

In October and November 2019, we entered into separate, privately negotiated purchase agreements to repurchase approximately $94.9 million in aggregate principal amount of these notes for $94.7 million. The repurchase is accounted for as an extinguishment of debt, not a modification of debt. The fair value of the liability was determined using a discounted cash flow analysis at a market interest rate for nonconvertible debt based on the remaining maturity of the 2020 Convertible Notes, which represented a Level 3 fair value measurement. The carrying value of the repurchased notes was $92.3 million, resulting in a loss on extinguishment of debt of $2.4 million. Our intent is to settle the $27.6 million remaining principal amount of the 2020 Convertible Notes in cash upon maturity.

2025 Convertible Notes

 

In July 2018, we issued debt of $230.0 million aggregate principal amount of convertible senior unsecured notes due in 2025 (“2025 Convertible Notes”). These notes will require semi-annual interest payments at a rate of 2.00% until maturity, conversion, redemption or repurchase, which will be no later than August 1, 2025. We may redeem the notes at our option at any time on or after August 6, 2022 at a cash redemption price equal to the principal amount plus accrued interest, but only if the last reported sale price per share of our stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. The 2025 Convertible Notes are convertible into cash, shares of our common stock or a combination of both, at our election, based on an initial conversion price of $30.7450. Holders may convert their 2025 Convertible Notes at their option upon the occurrence of certain events, as defined in the 2025 Indenture. Approximately $51.9 million, net of tax, was allocated to additional paid-in capital upon issuance of these notes.

 

      

In July 2018, in connection with the 2025 Convertible Notes, we entered into capped call transactions with certain option counterparties who were initial purchasers of the 2025 Convertible Notes. The capped call transactions are expected to reduce the potential dilution of earnings per share upon conversion of the 2025 Convertible Notes. Under the capped call transactions, we purchased options relating to 7.48 million shares of common stock underlying the notes, with a strike price equal to the conversion price of the notes and with a cap price equal to $41.3875. We paid $21.2 million for the note hedges and as a result, approximately $15.9 million, net of tax, was recorded as a reduction to additional paid-in capital within stockholders’ equity.

 

Synovia Revenue Assignments

 

In conjunction with the acquisition of Synovia on April 12, 2019 (see Note 2), we assumed the rights and obligations under certain revenue assignment arrangements with several financial institutions (the “Factors”). Pursuant to the terms of the arrangements, Synovia sold to the Factors rights to all future revenues of certain subscription contracts on a non-recourse basis for credit approved accounts. The sales price paid represents a percentage of the total contract value (generally 80%) due to Synovia at the beginning of the contract, with the total customer contract balance to be paid by the customers to the Factors over the contract period. The cost of the transaction was recorded as a contra-liability, and was recognized as interest expense over the term of the subscription contract using the effective interest method, while the assigned customer obligation is amortized to subscription revenues using the straight-line method.

 

These arrangements with the Factors met the criteria in ASC 470-10-25, Sales of Future Revenues or Various Other Measures of Income (“ASC 470”), which relates to cash received from an investor in exchange for a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent, or contractual right for a defined period. Under this guidance, the arrangement qualified as a debt instrument for accounting purposes due to Synovia’s significant continuing involvement in the generation of cash flows due to the Factors. Further, under ASC 805, Business Combination, we recorded the amounts due to the Factors as a debt obligation at fair value in the opening balance sheet and the outstanding amount is presented as part of our long-term debt in our condensed consolidated balance sheet. The fair value of this debt of $19.7 million was determined using a pre-tax cost of debt of 4.7% at the time of our acquisition of Synovia. The discount of $1.5 million will be amortized under the interest method. During the three and nine months ended November 30, 2019, we recognized $0.2 million and $0.5 million of interest expense related to this debt, respectively. The revenues recognized from this arrangement of $5.0 million were considered a non-cash activity in our condensed consolidated statements of cash flows for the nine months ended November 30, 2019.

Revolving Credit Facility

On March 30, 2018, we entered into a revolving credit facility with J.P. Morgan Chase Bank, dated as of March 30, 2018 (the “Credit Agreement”) that provides for borrowings up to $50.0 million. This revolving credit facility expires on March 30, 2020. At our election, the borrowings under this revolving credit facility bear interest at either a LIBOR-based variable rate plus an applicable margin, or at the greater of the Prime Rate, the NYFRB Rate plus an applicable margin rate and one-month LIBOR-based variable rate plus an applicable margin rate (each as defined in the Credit Agreement) determined based on our senior leverage ratio from time to time. The net proceeds available under the revolving credit facility can be used for working capital and general corporate purposes. There were no borrowings outstanding under this revolving credit facility at November 30, 2019.

 

The revolving credit facility contains certain negative and affirmative covenants including financial covenants that require us to maintain a minimum level of earnings before interest, income taxes, depreciation, amortization and other non-cash charges (Adjusted EBITDA) to interest ratio, a minimum senior indebtedness ratio and a total indebtedness coverage ratio, all measured on a quarterly basis. As of November 30, 2019, we were in compliance with our covenants under the revolving credit facility.