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Debt
6 Months Ended
Sep. 28, 2012
Debt Disclosure [Abstract]  
DEBT

Outstanding debt consists of the following, in order of seniority:

  As of
(in thousands)September 28, 2012 March 30, 2012
2012 Notes$ 250,000 $ 250,000
2008 Notes  209,845   204,916
Total debt   459,845   454,916
 Less: Current portion of long-term debt  -   -
Long-term debt $ 459,845 $ 454,916

2012 Notes

On February 24, 2012, the Company issued $250.0 million aggregate principal 6.375% senior notes, which mature on March 1, 2022 (the “2012 Notes”). Interest on the notes is payable semi-annually in arrears on March 1 and September 1, beginning September 1, 2012. The 2012 Notes are fully and unconditionally guaranteed on a joint and several basis by certain of the Company's domestic subsidiaries (the “Guarantor Subsidiaries”). Refer to Footnote 14, Condensed Consolidating Financial Information, for further information regarding the Guarantor Subsidiaries.

The gross carrying value of the Company's 2012 Notes as of September 28, 2012 and March 30, 2012 was $250,000 and the fair value, which is estimated using a third party valuation model, was approximately $265,950 and $257,500, respectively.

2008 Notes

In August 2008, the Company issued $230.0 million principal amount 3.125% senior convertible notes, which mature on August 1, 2014 (the “2008 Notes”). Interest on the notes is payable semi-annually in arrears on February 1 and August 1 of each year. The notes will be convertible into cash up to the principal amount of the notes and shares of the Company's common stock for any conversion value in excess of the principal amount under certain circumstances. The ability of note holders to convert is assessed on a quarterly basis and is dependent on the trading price of the Company's stock during the last 30 trading days of each quarter (“Contingent Conversion Trigger”). The Contingent Conversion Trigger was not met during the six months ended September 28, 2012; therefore, the notes may not be converted. As of September 28, 2012, the if-converted value did not exceed the principal amount of the 2008 Notes.

As of September 28, 2012 and March 30, 2012, the fair value of the 2008 Notes was approximately $284,050 and $302,174, respectively.

The principal balances, unamortized discounts and net carrying amounts of the liability components and the equity components for the Company's 2008 Notes as of September 28, 2012 and March 30, 2012 are as follows:

  Liability Component Equity Component
(in thousands) Principal  Unamortized  Net Carrying  Carrying Amount
2008 Notes Balance Discount Amount Pretax (a)
As of September 28, 2012 $ 230,000 $ (20,155) $ 209,845 $ 55,636
             
As of March 30, 2012 $ 230,000 $ (25,084) $ 204,916 $ 55,636

(a) The Company recognized a deferred tax liability of $20,523 related to the issuance of the 2008 Notes.

Under the terms of the 2008 Notes agreement, certain events are triggered upon a change in control of the Company. On October 24, 2012, the Company entered into the Merger Agreement under which McKesson Corporation will acquire all of its outstanding shares. See Footnote 15, Subsequent Events, for additional information.

Revolving Line of Credit

The Company maintains an asset-based revolving line of credit (the “RLOC”) under a credit agreement (the “Credit Agreement”) with the following features and key terms: (i) a five-year term, maturing on November 16, 2016; (ii) a facility size of $300.0 million, with increased borrowing capacity of up to $100.0 million via an accordion feature; and (iii) conditional covenants based on the Company's borrowing availability and fixed charge coverage ratio requirements. Availability depends on a borrowing base calculation consisting of accounts receivable and inventory, subject to satisfaction of certain eligibility requirements, and certain other reserves. Borrowings under the RLOC bear interest at the bank's base rate or at LIBOR plus applicable margins. Additionally, the RLOC incurs fees at a fixed rate of 0.25% for any unused portion of the facility.

Under the RLOC, the Company and certain of its subsidiaries are subject to certain covenants, including but not limited to, limitations on: (i) selling or transferring assets, (ii) making certain permitted investments, and (iii) incurring additional indebtedness and liens. However, these covenants may not apply if the Company maintains sufficient Availability under the credit facility and satisfies fixed charge coverage ratios.

 

Borrowings under the RLOC are anticipated to fund future requirements for working capital, capital expenditures, acquisitions, repurchases of the Company's common stock, and the issuance of letters of credit, if necessary.


The Company had
no outstanding borrowings under the RLOC as of September 28, 2012 and March 30, 2012. After reducing availability for outstanding borrowings and letter of credit commitments, the Company has sufficient assets based on eligible accounts receivable and inventory to borrow $272.7 million under the RLOC. During the six months ended September 28, 2012, the Company had no borrowings under the RLOC, and as a result, had no average daily interest rate for the period.

 

During the six months ended September 28, 2012, the Company's Board of Directors approved a strategic restructuring plan. The restructuring plan will include the sale of two businesses serving skilled nursing facilities and specialty dental practices. The sale of the businesses are expected to increase the Company's available cash balances, while reducing the Company's assets used to calculate its borrowing base under the RLOC. The Company estimates availability under the RLOC would be approximately $201.8 million as of September 28, 2012 as adjusted for the sale of these two businesses.