XML 67 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Long Term Debt
12 Months Ended
Dec. 31, 2011
Debt Disclosure [Abstract]  
Long-term Debt
Long Term Debt

Long-term debt consists of the following at December 31,:
 
2010
 
2011
Revolving line of credit
$
22,000

 
$
80,000

 
 
 


Term loan borrowings on senior credit facility
54,938

 
53,588

 


 


2.50% convertible senior subordinated notes
108,189

 
327

 


 


Mortgage notes
10,488

 
9,594

 
 
 
 
Total long-term debt
195,615

 
143,509

 
 
 
 
Less:  Current portion
110,433

 
54,557

 
 
 
 
 
$
85,182

 
$
88,952



On November 30, 2010, we entered into the First Amendment to our Amended and Restated Credit Agreement (the "senior credit agreement”) providing for an expanded revolving credit facility of $250.0 million expiring on November 30, 2015.  The senior credit agreement continues to include a $135.0 million term loan of which $53.6 million was outstanding at December 31, 2011. There were $80.0 million in borrowings outstanding on the revolving credit facility as of December 31, 2011.  Our available borrowings on the revolving credit facility at December 31, 2011 were $160.2 million with approximately $9.8 million of the facility set aside for outstanding letters of credit.  

Borrowings outstanding on the revolving credit facility are due and payable on November 30, 2015.  The scheduled principal payments on the term loan portion of the senior credit agreement are $0.3 million due on March 31, 2012, $31.7 million due June 30, 2012 and the remaining $21.5 million due on September 30, 2012.  We may also be required, under certain circumstances, to make additional principal payments based on excess cash flow as defined in the senior credit agreement.  Interest rates on the term loan portion of the senior credit agreement are at LIBOR plus 1.50% (1.76% at December 31, 2011) or an alternative base rate; interest rates on the revolving credit facility portion of the senior credit agreement are at LIBOR plus 1.75% (2.04% at December 31, 2011) or an alternative base rate.  For those borrowings where the Company elects to use the alternative base rate, the base rate will be the greater of the Prime Rate or the Federal Funds Rate in effect on such date plus 0.50%, plus a margin of 0.50% for term loan borrowings or 0.25% for borrowings under the revolving credit facility.
 
The senior credit agreement is collateralized by substantially all of our personal property and assets.  The senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios, and restrict dividend payments and the incurrence of certain indebtedness and other activities, including acquisitions and dispositions.  We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales.

We have a mortgage note outstanding in connection with the property and facilities utilized by our CONMED Linvatec subsidiary bearing interest at 8.25% per annum with semiannual payments of principal and interest through June 2019.  The principal balance outstanding on the mortgage note aggregated $9.6 million at December 31, 2011.  The mortgage note is collateralized by the CONMED Linvatec property and facilities.
 
On November 15, 2011 holders of the 2.50% convertible senior subordinated notes due 2024 (“the Notes”) put to us and we were required to repurchase $111.8 million of the Notes at par; $0.3 million remains outstanding at December 31, 2011. We used cash on hand and borrowings under our revolving credit facility to fund the repurchase. During 2010, we repurchased and retired $3.0 million of the Notes for $2.9 million and recorded a loss on the early extinguishment of debt of $0.1 million.  During 2009, we repurchased and retired $9.9 million of the Notes for $7.8 million and recorded a gain on the early extinguishment of debt of $1.1 million net of the write-offs of $0.1 million in unamortized deferred financing costs and $1.0 million in unamortized Notes discount. The Notes represent subordinated unsecured obligations and are convertible under certain circumstances, as defined in the indenture for the Notes, into a combination of cash and CONMED common stock. The Notes mature on November 15, 2024 and are not redeemable by us prior to November 15, 2014.  Holders of the Notes have the right to put to us some or all of the Notes for repurchase on November 15, 2014 and 2019 and, provided the terms of the indenture for the Notes are satisfied, we will be required to repurchase the Notes.
 
 
Our effective borrowing rate for nonconvertible debt at the time of issuance of the Notes was estimated to be 6.67%, which resulted in $34.6 million of the $150.0 million aggregate principal amount of Notes issued, or $21.8 million after taxes, being attributable to equity.  For the years ended December 31, 2009, 2010 and 2011, we have recorded interest expense related to the amortization of debt discount on the Notes of $4.1 million, $4.2 million and $3.9 million, respectively, at the effective interest rate of 6.67%.  The debt discount on the Notes was amortized through November 2011.  For the years ended December 31, 2009, 2010 and 2011, we recorded interest expense on the Notes of $2.9 million, $2.8 million and $2.5 million, respectively, at the contractual coupon rate of 2.50%.

Amounts recognized in the consolidated balance sheets related to the Notes consist of the following at December 31,:
 
 
2010
 
2011
Principal value of the Notes
$
112,093

 
$
327

 


 


Unamortized discount
(3,904
)
 

 


 


Carrying value of the Notes
$
108,189

 
$
327

 


 


Equity component
$
21,438

 
$



The scheduled  maturities  of  long-term  debt outstanding at December 31, 2011 are as follows:

2012
$
54,557

2013
1,050

2014
1,467

2015
81,234

2016
1,339

Thereafter
3,862