Note 8: Debt and Other Long-Term Liabilities



	Debt														Other Liabilities							Total
	Senior Notes						Credit Facility					Total Debt			Capital Lease Obligations			Asset retirement obligations		Other long-term liabilities
Dollars in thousands	2019 Notes			2021 Notes			Term Loans			Revolving Line of Credit		Total Debt			Capital Lease Obligations			Asset retirement obligations		Other long-term liabilities
As of December 31, 2015:
Principal	$	350,000		$	258,908		$	136,875		$	140,500	$	886,283
Discount	(3,275		)	(3,029		)	(260		)	—		(6,564		)
Total	346,725			255,879			136,615			140,500		879,719			$	5,889		$	9,412	$	19,477	$	914,497
Less: current portion	—			—			(13,125		)	—		(13,125		)	(4,006		)	—		—		(17,131		)
Total long-term portion	$	346,725		$	255,879		$	123,490		$	140,500	$	866,594		$	1,883		$	9,412	$	19,477	$	897,366

Unamortized deferred financing fees⁽¹⁾	$	495		$	1,054		$	—		$	2,300	$	3,849									$	3,849



	Debt														Other Liabilities							Total
	Senior Notes						Credit Facility					Total Debt			Capital Lease Obligations			Asset retirement obligations		Other long-term liabilities
Dollars in thousands	2019 Notes			2021 Notes			Term Loans			Revolving Line of Credit		Total Debt			Capital Lease Obligations			Asset retirement obligations		Other long-term liabilities
As of December 31, 2014:
Principal	$	350,000		$	300,000		$	146,250		$	160,000	$	956,250
Discount	(4,296		)	(4,152		)	(335		)	—		(8,783		)
Total	345,704			295,848			145,915			160,000		947,467			$	15,391		$	13,576	$	17,651	$	994,085
Less: current portion	—			—			(9,390		)	—		(9,390		)	(11,026		)	—		—		(20,416		)
Total long-term portion	$	345,704		$	295,848		$	136,525		$	160,000	$	938,077		$	4,365		$	13,576	$	17,651	$	973,669

Unamortized deferred financing fees⁽¹⁾	$	649		$	1,372		$	—		$	2,965	$	4,986									$	4,986


(1)	Deferred financing fees are recorded in other long-term assets in our Consolidated Balance Sheets and are amortized on a straight line basis over the life of the related loan.

Interest Expense



Dollars in thousands	Year Ended December 31,
Dollars in thousands	2015			2014		2013
Cash interest expense	$	45,507		$	41,562	$	25,289
Non-cash interest expense:
Amortization of debt discount	1,731			2,606		4,674
Amortization of deferred financing fees	1,030			1,510		1,720
Other	—			—		(550		)
Total non-cash interest expense	2,761			4,116		5,844
Total cash and non-cash interest expense	48,268			45,678		31,133
(Gain) loss from early extinguishment of debt	(5,854		)	2,018		6,013
Total interest expense	$	42,414		$	47,696	$	37,146

2019 Notes

On March 12, 2013, we entered into an indenture pursuant to which we issued $350.0 million principal amount of 6.000% Senior Notes due 2019 (the “2019 Notes”) at par for proceeds, net of expenses, of $343.8 million. The expenses were allocated between debt discount and deferred financing fees based on their nature. Each of our direct and indirect U.S. subsidiaries guarantees the 2019 Notes. As of December 31, 2015, we were in compliance with the covenants of the related indenture.

2021 Notes

On June 9, 2014, we entered into an indenture pursuant to which we issued $300.0 million principal amount of 5.875% Senior Notes due 2021 (the "2021 Notes") at par for proceeds, net of expenses, of $294.0 million. The expenses were allocated between debt discount and deferred financing fees based on their nature. Each of our direct and indirect U.S. subsidiaries guarantees the 2021 Notes.

During the second quarter of 2015, we registered the 2021 Notes and related guarantees under the Securities Act of 1933, as amended (the “Securities Act”) to allow holders to exchange the notes and related guarantees for the same principal amount of a new issue and related guarantees (collectively, the “Exchange Notes”) with substantially identical terms, except that the Exchange Notes are generally freely transferable under the Securities Act. The full principal amount of the 2021 Notes was exchanged for the Exchange Notes.

On December 15, 2015, we repurchased 41,092 Notes, or $41.1 million in face value of Notes, for $34.6 million in cash. The gain from early extinguishment of these Notes was approximately $5.9 million and is included in Interest expense, net on our Consolidated Statements of Comprehensive Income.

As of December 31, 2015, we were in compliance with the covenants of the related indenture.

Revolving Line of Credit and Term Loan

On June 24, 2014, we entered into the Third Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) providing for a senior secured credit facility (the "Credit Facility"). The Amended and Restated Credit Agreement amended and restated in its entirety the Second Amended and Restated Credit Agreement dated as of November 20, 2007 and amended and restated as of April 29, 2009 and as of July 15, 2011 and all amendments and restatements thereto. The credit facility provided under the previous credit agreement was replaced by the Credit Facility. As a result of this refinancing activity, we recorded a loss on the extinguishment of the previous credit agreement of $1.7 million in 2014 for certain previously capitalized and unamortized debt issuance costs. The loss on extinguishment is recorded within Interest expense, net in our Consolidated Statements of Comprehensive Income.

The Credit Facility consists of (a) a $150.0 million amortizing term loan (the “Term Loan”) and (b) a $600.0 million revolving line of credit (the “Revolving Line”), which includes (i) a $75.0 million sublimit for the issuance of letters of credit, (ii) a $50.0 million sublimit for swingline loans and (iii) a $75.0 million sublimit for loans in certain foreign currencies available to us and certain wholly owned Company foreign subsidiaries (the “Foreign Borrowers”). We may, subject to applicable conditions and subject to obtaining commitments from lenders, request an increase in the Revolving Line of up to $200.0 million in aggregate (the “Accordion”). The interest rate on amounts outstanding under the Credit Facility was 2.29% and 1.92% as of December 31, 2015 and December 31, 2014, respectively.

As of December 31, 2015, we were in compliance with the covenants of the Credit Facility.

The Amended and Restated Credit Agreement requires principal amortization payments under the Term Loan as follows:



Dollars in thousands	Repayment Amount
2016	$	13,125
2017	15,000
2018	18,750
2019	90,000
Total	$	136,875

Convertible Debt

On September 2, 2014, our 4.0% Convertible Senior Notes (the “Convertible Notes”) matured. The Convertible Notes were convertible as of December 31, 2013. In 2014, we retired or settled upon maturity, a combined 51,148 Convertible Notes for total consideration of $51.1 million in cash and the issuance of 431,760 shares of common stock. The amount by which total consideration exceeded the fair value of the Convertible Notes has been recorded as a reduction of stockholders’ equity. The loss from early extinguishment of the Convertible Notes was approximately $0.3 million and is recorded in Interest expense, net in our Consolidated Statements of Comprehensive Income.

Asset Retirement Obligation

We have entered into agreements with our partners to place kiosks in their stores. Upon contract terminations, we are obligated to remove the kiosks from the store locations and, accordingly, we recognize the estimated fair value of the liability under the long-term section of our liabilities in our Consolidated Balance Sheets.

Other Long-Term Liabilities

Included in other long-term liabilities were primarily tenant improvements related to our office building renovation in Oakbrook Terrace, Illinois; Bellevue, Washington; and San Diego, California as well as the related unrecognized tax benefits as follows:



Dollars in thousands	December 31,
Dollars in thousands	2015		2014
Tenant improvement and deferred rent and other	$	12,592	$	13,012
Unrecognized tax benefit	6,885		4,639
Total other long-term liabilities	$	19,477	$	17,651