Financing Arrangements	9 Months Ended
Sep. 30, 2012
Financing Arrangements	3. Financing Arrangements *Convertible Senior Notes* On August 29, 2012, the Company issued $112,500,000 of 3.75% Convertible Senior Notes (the “notes”) due August 15, 2019, of which $63,227,000 in aggregate principal amount was exchanged for 632,270 shares of the Company’s outstanding 7.50% Series B Cumulative Perpetual Convertible Preferred Stock in separate, privately negotiated exchange transactions (see Note 4), and $49,273,000 in aggregate principal amount was issued in private placement transactions for cash. The notes were priced at 95.02% of the principal amount with an effective yield to maturity of 4.59% and pay interest of 3.75% per year on the principal amount, payable semiannually in arrears in cash on February 15 and August 15 of each year, beginning February 15, 2013. Net cash proceeds from the private placement transaction were $46,819,000. The Company incurred transactional fees of $3,534,000 which were capitalized and will be amortized over the life of the notes. The net carrying amount of the notes as of September 30, 2012 was $106,925,000. The unamortized discount of $5,575,000 will be amortized over the remaining term of 6.88 years. Total interest and amortization expense recognized during the three and nine months ended September 30, 2012 was $408,000. The notes are convertible, at the option of the note holder, at any time on or prior to the close of business on the business day immediately preceding August 15, 2019, into shares of common stock at an initial conversion rate of 133.3333 shares per $1,000 principal amount of notes, which is equal to a conversion price of approximately $7.50 per share, subject to customary anti-dilution adjustments. Upon the occurrence of certain change of control events of the Company, the Company will pay a premium on the notes converted in connection with such change of control events by increasing the conversion rate on such notes. Under certain circumstances, the Company has the right to terminate the right of note holders to convert their notes. If the Company exercises such termination right prior to August 15, 2015, each note holder who converts its notes after receiving notice of such exercise will receive a make-whole payment in cash or common stock, as the Company may elect. Upon the occurrence of a change of control of the Company or a termination of trading of the common stock, note holders will have the option to require the Company to repurchase for cash all or any portion of such note holder’s notes at a price equal to 100% of the principal amount of the repurchased notes, plus accrued and unpaid interest thereon to the repurchase date. The notes are not redeemable by the Company prior to August 15, 2015. On or after August 15, 2015, the notes are redeemable in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. The notes contain certain covenants including payment of principal, certain repurchase obligations and interest, obligation of the Company to convert the notes, and other customary terms as defined in the Indenture. The Company was in compliance with these covenants as of September 30, 2012. *Asset-Backed Revolving Credit Facility* The Company has a Loan and Security Agreement with Bank of America N.A. (as amended, the “ABL Facility”) which provides a senior secured asset-based revolving credit facility of up to $230,000,000, comprised of a $158,333,000 U.S. facility (of which $20,000,000 is available for letters of credit), a $31,667,000 Canadian facility (of which $5,000,000 is available for letters of credit) and a $40,000,000 United Kingdom facility (of which $2,000,000 is available for letters of credit), in each case subject to borrowing base availability under the applicable facility. The aggregate amount outstanding under the Company’s letters of credit was $3,280,000 at September 30, 2012. The amounts outstanding under the ABL Facility are secured by certain assets, including inventory and accounts receivable, of the Company’s U.S., Canadian and U.K. legal entities. As of September 30, 2012, the Company had no borrowings outstanding under the ABL Facility and had $59,139,000 of cash and cash equivalents. The maximum amount of Consolidated Funded Indebtedness (as defined by the ABL Facility), including borrowings under the ABL Facility, that could have been outstanding on September 30, 2012, was approximately $81,600,000. Average outstanding borrowings during the nine months ended September 30, 2012 were $50,108,000. Amounts borrowed under the ABL Facility may be repaid and borrowed as needed. The entire outstanding principal amount (if any) is due and payable at maturity on June 30, 2016. The interest rate applicable to outstanding loans under the ABL Facility fluctuates depending on the Company’s trailing-twelve month EBITDA (as defined by the ABL Facility) combined with the Company’s “availability ratio” (as defined below). The Company’s “availability ratio” is the ratio, expressed as a percentage of (a) the average daily availability under the ABL Facility to (b) the sum of the Canadian, the U.K. and the U.S. borrowing bases, as adjusted. All applicable margins will be permanently reduced by 0.25% if EBITDA, as defined in the ABL Facility, meets or exceeds $25,000,000 over any trailing twelve-month period, and will be permanently reduced by an additional 0.25% if EBITDA meets or exceeds $50,000,000 over any trailing twelve-month period. At September 30, 2012, the Company’s interest rate applicable to its outstanding loans under the ABL Facility was 4.75%. In addition, the ABL Facility provides for monthly fees ranging from 0.375% to 0.5% of the unused portion of the ABL Facility, depending on the prior month’s average daily balance of revolver loans and stated amount of letters of credit relative to lenders’ commitments. The ABL Facility includes certain restrictions including, among other things, restrictions on incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. As of September 30, 2012, the Company was in compliance with all covenants of the ABL Facility. Additionally, the Company will be subject to compliance with a fixed charge coverage ratio covenant during, and continuing 30 days after, any period in which the Company’s borrowing base availability falls below $25,000,000. The Company’s borrowing base was above $25,000,000 during the nine months ended September 30, 2012, and as such was not subject to compliance with the fixed charge coverage ratio. The origination fees incurred in connection with the ABL Facility totaled $4,268,000, which will be amortized into interest expense over the term of the ABL Facility agreement. Unamortized origination fees as of September 30, 2012 and December 31, 2011 were $3,400,000 and $2,925,000, respectively, of which $907,000 and $650,000, respectively, was included in other current assets and $2,493,000 and $2,275,000, respectively, in other long-term assets in the accompanying consolidated condensed financial statements.

3. Financing Arrangements

Convertible Senior Notes

On August 29, 2012, the Company issued $112,500,000 of 3.75% Convertible Senior Notes (the “notes”) due August 15, 2019, of which $63,227,000 in aggregate principal amount was exchanged for 632,270 shares of the Company’s outstanding 7.50% Series B Cumulative Perpetual Convertible Preferred Stock in separate, privately negotiated exchange transactions (see Note 4), and $49,273,000 in aggregate principal amount was issued in private placement transactions for cash.

The notes were priced at 95.02% of the principal amount with an effective yield to maturity of 4.59% and pay interest of 3.75% per year on the principal amount, payable semiannually in arrears in cash on February 15 and August 15 of each year, beginning February 15, 2013. Net cash proceeds from the private placement transaction were $46,819,000. The Company incurred transactional fees of $3,534,000 which were capitalized and will be amortized over the life of the notes.

The net carrying amount of the notes as of September 30, 2012 was $106,925,000. The unamortized discount of $5,575,000 will be amortized over the remaining term of 6.88 years. Total interest and amortization expense recognized during the three and nine months ended September 30, 2012 was $408,000.

The notes are convertible, at the option of the note holder, at any time on or prior to the close of business on the business day immediately preceding August 15, 2019, into shares of common stock at an initial conversion rate of 133.3333 shares per $1,000 principal amount of notes, which is equal to a conversion price of approximately $7.50 per share, subject to customary anti-dilution adjustments. Upon the occurrence of certain change of control events of the Company, the Company will pay a premium on the notes converted in connection with such change of control events by increasing the conversion rate on such notes.

Under certain circumstances, the Company has the right to terminate the right of note holders to convert their notes. If the Company exercises such termination right prior to August 15, 2015, each note holder who converts its notes after receiving notice of such exercise will receive a make-whole payment in cash or common stock, as the Company may elect.

Upon the occurrence of a change of control of the Company or a termination of trading of the common stock, note holders will have the option to require the Company to repurchase for cash all or any portion of such note holder’s notes at a price equal to 100% of the principal amount of the repurchased notes, plus accrued and unpaid interest thereon to the repurchase date.

The notes are not redeemable by the Company prior to August 15, 2015. On or after August 15, 2015, the notes are redeemable in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

The notes contain certain covenants including payment of principal, certain repurchase obligations and interest, obligation of the Company to convert the notes, and other customary terms as defined in the Indenture. The Company was in compliance with these covenants as of September 30, 2012.

Asset-Backed Revolving Credit Facility

The Company has a Loan and Security Agreement with Bank of America N.A. (as amended, the “ABL Facility”) which provides a senior secured asset-based revolving credit facility of up to $230,000,000, comprised of a $158,333,000 U.S. facility (of which $20,000,000 is available for letters of credit), a $31,667,000 Canadian facility (of which $5,000,000 is available for letters of credit) and a $40,000,000 United Kingdom facility (of which $2,000,000 is available for letters of credit), in each case subject to borrowing base availability under the applicable facility. The aggregate amount outstanding under the Company’s letters of credit was $3,280,000 at September 30, 2012. The amounts outstanding under the ABL Facility are secured by certain assets, including inventory and accounts receivable, of the Company’s U.S., Canadian and U.K. legal entities.

As of September 30, 2012, the Company had no borrowings outstanding under the ABL Facility and had $59,139,000 of cash and cash equivalents. The maximum amount of Consolidated Funded Indebtedness (as defined by the ABL Facility), including borrowings under the ABL Facility, that could have been outstanding on September 30, 2012, was approximately $81,600,000. Average outstanding borrowings during the nine months ended September 30, 2012 were $50,108,000. Amounts borrowed under the ABL Facility may be repaid and borrowed as needed. The entire outstanding principal amount (if any) is due and payable at maturity on June 30, 2016.

The interest rate applicable to outstanding loans under the ABL Facility fluctuates depending on the Company’s trailing-twelve month EBITDA (as defined by the ABL Facility) combined with the Company’s “availability ratio” (as defined below). The Company’s “availability ratio” is the ratio, expressed as a percentage of (a) the average daily availability under the ABL Facility to (b) the sum of the Canadian, the U.K. and the U.S. borrowing bases, as adjusted. All applicable margins will be permanently reduced by 0.25% if EBITDA, as defined in the ABL Facility, meets or exceeds $25,000,000 over any trailing twelve-month period, and will be permanently reduced by an additional 0.25% if EBITDA meets or exceeds $50,000,000 over any trailing twelve-month period. At September 30, 2012, the Company’s interest rate applicable to its outstanding loans under the ABL Facility was 4.75%.

In addition, the ABL Facility provides for monthly fees ranging from 0.375% to 0.5% of the unused portion of the ABL Facility, depending on the prior month’s average daily balance of revolver loans and stated amount of letters of credit relative to lenders’ commitments.

The ABL Facility includes certain restrictions including, among other things, restrictions on incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. As of September 30, 2012, the Company was in compliance with all covenants of the ABL Facility. Additionally, the Company will be subject to compliance with a fixed charge coverage ratio covenant during, and continuing 30 days after, any period in which the Company’s borrowing base availability falls below $25,000,000. The Company’s borrowing base was above $25,000,000 during the nine months ended September 30, 2012, and as such was not subject to compliance with the fixed charge coverage ratio.

The origination fees incurred in connection with the ABL Facility totaled $4,268,000, which will be amortized into interest expense over the term of the ABL Facility agreement. Unamortized origination fees as of September 30, 2012 and December 31, 2011 were $3,400,000 and $2,925,000, respectively, of which $907,000 and $650,000, respectively, was included in other current assets and $2,493,000 and $2,275,000, respectively, in other long-term assets in the accompanying consolidated condensed financial statements.