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Long-Term Debt Obligations | 12 Months Ended
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Dec. 31, 2012
Long-Term Debt Obligations |
Long-Term Debt Obligations | 9. Long-Term Debt Obligations Long-term debt obligations consist of the following (in thousands):
|  | December 31, |
--- | --- | --- | ---
|  | 2012 |  | 2011 |
Revolving credit facility |  | $ | — |  | $ | — |
Other debt |  |  | 2,400 |  |  | 2,700 |
Notes to former owners |  |  | 5,000 |  |  | 12,681 |
Total debt |  |  | 7,400 |  |  | 15,381 |
Less—current portion |  |  | (300 | ) |  | (632 | )
Total long-term portion of debt |  | $ | 7,100 |  | $ | 14,749 |
At December 31, 2012, future principal payments of long-term debt are as follows (in thousands):
Year ended December 31— |  |  |  |
2013 |  | $ | 300 |
2014 |  |  | 5,300 |
2015 |  |  | 300 |
2016 |  |  | 300 |
2017 |  |  | 300 |
Thereafter |  |  | 900 |
|  | $ | 7,400 |
Interest expense included the following primary elements (in thousands):
|  | Year Ended December 31, |
--- | --- | --- | ---
|  | 2012 |  | 2011 |  | 2010 |
Interest expense on notes to former owners |  | $ | 255 |  | $ | 795 |  | $ | 627 |
Interest expense on borrowings and unused commitment fees |  |  | 444 |  |  | 243 |  |  | 287 |
Letter of credit fees |  |  | 667 |  |  | 622 |  |  | 447 |
Amortization of debt financing costs |  |  | 229 |  |  | 226 |  |  | 338 |
Total |  | $ | 1,595 |  | $ | 1,886 |  | $ | 1,699 |
Revolving Credit Facility On September 23, 2011, we amended our $125.0 million senior credit facility (the "Facility") provided by a syndicate of banks. The Facility, which is available for borrowings and letters of credit, expires in September 2016 and is secured by the capital stock of our current and future subsidiaries. As of December 31, 2012, we had no outstanding borrowings, $48.2 million in letters of credit outstanding, and $76.8 million of credit available. Collateral A common practice in our industry is the posting of payment and performance bonds with customers. These bonds are offered by financial institutions known as sureties, and provide assurance to the customer that in the event we encounter significant financial or operational difficulties, the surety will arrange for the completion of our contractual obligations and for the payment of our vendors on the projects subject to the bonds. In cooperation with our lenders, we granted our sureties a first lien on assets such as receivables, costs and estimated earnings in excess of billings, and equipment specifically identifiable to projects for which bonds are outstanding, as collateral for potential obligations under bonds. As of December 31, 2012, the book value of these assets was approximately $74.2 million. Covenants and Restrictions The Facility contains financial covenants defining various financial measures and the levels of these measures with which we must comply. Covenant compliance is assessed as of each quarter end. Credit Facility Adjusted EBITDA is defined under the Facility for financial covenant purposes as net earnings for the four quarters ending as of any given quarterly covenant compliance measurement date, plus the corresponding amounts for (a) interest expense; (b) income taxes; (c) depreciation and amortization; (d) other non-cash charges and (e) pre-acquisition results of acquired companies. The following is a reconciliation of Credit Facility Adjusted EBITDA to net income (in thousands):
Net income including noncontrolling interests |  | $ | 11,849 |
Income taxes—continuing operations |  |  | 10,045 |
Interest expense, net |  |  | 1,571 |
Depreciation and amortization expense |  |  | 20,630 |
Stock compensation expense |  |  | 2,797 |
Income taxes—discontinued operations |  |  | 212 |
EBITDA attributable to noncontrolling interests |  |  | 275 |
Pre-acquisition results of acquired companies, as defined under the Facility |  |  | 730 |
Credit Facility Adjusted EBITDA |  | $ | 48,109 |
The Facility's principal financial covenants include: Leverage Ratio— The Facility requires that the ratio of our Consolidated Total Indebtedness to our Credit Facility Adjusted EBITDA not exceed 3.00 through December 31, 2013, 2.75 through June 30, 2014 and 2.50 through maturity. The leverage ratio as of December 31, 2012 was 0.15. Fixed Charge Coverage Ratio— The Facility requires that the ratio of Credit Facility Adjusted EBITDA, less non-financed capital expenditures, tax provision, dividends and amounts used to repurchase stock to the sum of interest expense and scheduled principal payments of indebtedness be at least 2.00; provided that the calculation of the fixed charge coverage ratio excludes stock repurchases and the payment of dividends at any time that the Company's Net Leverage Ratio does not exceed 2.00 through December 31, 2013, 1.50 through June 30, 2014 and 1.00 through maturity. Capital expenditures, tax provision, dividends and stock repurchase payments are defined under the Facility for purposes of this covenant to be amounts for the four quarters ending as of any given quarterly covenant compliance measurement date. The fixed charge coverage ratio as of December 31, 2012 was 16.31. Other Restrictions— The Facility permits acquisitions of up to $15.0 million per transaction, provided that the aggregate purchase price of such an acquisition and of acquisitions in the preceding 12 month period does not exceed $30.0 million. However, these limitations only apply when the Company's Net Leverage Ratio is equal to or greater than 2.00. While the Facility's financial covenants do not specifically govern capacity under the Facility, if our debt level under the Facility at a quarter-end covenant compliance measurement date were to cause us to violate the Facility's leverage ratio covenant, our borrowing capacity under the Facility and the favorable terms that we currently have could be negatively impacted by the lenders. We are in compliance with all of our financial covenants as of December 31, 2012. Interest Rates and Fees There are two interest rate options for borrowings under the Facility, the Base Rate Loan Option and the Eurodollar Rate Loan Option. Under the Base Rate Loan Option, the interest rate is determined based on the highest of the Federal Funds Rate plus 0.5%, the prime lending rate offered by Wells Fargo Bank, N.A. or the one-month Eurodollar Rate plus 1.00%. Under the Eurodollar Rate Loan Option, the interest rate is determined based on the one- to six-month Eurodollar Rate. The Eurodollar Rate corresponds very closely to rates described in various general business media sources as the London Interbank Offered Rate or "LIBOR." Additional margins are then added to these rates. The additional margins are determined based on the ratio of our Consolidated Total Indebtedness as of a given quarter end to our "Credit Facility Adjusted EBITDA" for the twelve months ending as of that quarter end, as defined in the credit agreement and shown below. The interest rates under the Facility are floating rates determined by the broad financial markets, meaning they can and do move up and down from time to time. For illustrative purposes, the following are the respective market rates as of December 31, 2012 relating to interest options under the Facility:
Base Rate Loan Option: |  |  |  |
Federal Funds Rate plus 0.50% |  |  | 0.67 | %
Wells Fargo Bank, N.A. Prime Rate |  |  | 3.25 | %
One-month LIBOR plus 1.00% |  |  | 1.21 | %
Eurodollar Rate Loan Option: |  |  |  |
One-month LIBOR |  |  | 0.21 | %
Six-month LIBOR |  |  | 0.51 | %
Certain of our vendors require letters of credit to ensure reimbursement for amounts they are disbursing on our behalf, such as to beneficiaries under our self-funded insurance programs. We have also occasionally used letters of credit to guarantee performance under our contracts and to ensure payment to our subcontractors and vendors under those contracts. Our lenders issue such letters of credit through the Facility. A letter of credit commits the lenders to pay specified amounts to the holder of the letter of credit if the holder demonstrates that we have failed to perform specified actions. If this were to occur, we would be required to reimburse the lenders for amounts they fund to honor the letter of credit holder's claim. Absent a claim, there is no payment or reserving of funds by us in connection with a letter of credit. However, because a claim on a letter of credit would require immediate reimbursement by us to our lenders, letters of credit are treated as a use of facility capacity just the same as actual borrowings. We have never had a claim made against a letter of credit that resulted in payments by a lender or by us and believe such claim is unlikely in the foreseeable future. Commitment fees are payable on the portion of the revolving loan capacity not in use for borrowings or letters of credit at any given time. Letter of credit fees and commitment fees are based on the ratio of Consolidated Total Indebtedness to Credit Facility Adjusted EBITDA.
|  | Consolidated Total Indebtedness to Credit Facility Adjusted EBITDA |
--- | --- | --- | ---
|  | Less than 0.75 |  | 0.75 to 1.25 |  | 1.25 to 2.00 |  | 2.00 to 2.50 |  | 2.50 or greater |
Additional Per Annum Interest Margin Added Under: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Base Rate Loan Option |  |  | 0.75 | % |  | 1.00 | % |  | 1.25 | % |  | 1.50 | % |  | 1.75 | %
Eurodollar Rate Loan Option |  |  | 1.75 | % |  | 2.00 | % |  | 2.25 | % |  | 2.50 | % |  | 2.75 | %
Letter of credit fees |  |  | 1.30 | % |  | 1.50 | % |  | 1.70 | % |  | 1.90 | % |  | 2.10 | %
Commitment fees on any portion of the Revolving Loan capacity not in use for borrowings or letters of credit at any given time |  |  | 0.25 | % |  | 0.30 | % |  | 0.35 | % |  | 0.45 | % |  | 0.50 | %
We estimate that the interest rate applicable to the borrowings under the Facility would be approximately 2.3% as of December 31, 2012. We incurred approximately $0.5 million in financing and professional costs in connection with the arrangement of the Facility in 2011. These costs are amortized on a straight-line basis as a non-cash charge to interest expense over the term of the Facility. Notes to Former Owners We issued subordinated notes to the former owners of acquired companies as part of the consideration used to acquire these companies. These notes had an outstanding balance of $5.0 million as of December 31, 2012 and bear interest, payable annually, at a weighted average interest rate of 3.3%. The maturity date of the outstanding balance is July 2014. Other Debt In conjunction with our acquisition of ColonialWebb, we acquired $3.0 million of long-term debt related to an industrial revenue bond associated with its office building and warehouse. Currently, $2.4 million of this debt is outstanding. We have included both the $0.3 million current portion and the $2.1 million long-term portion on our balance sheet as of December 31, 2012. The weighted average interest rate on this variable rate debt as of December 31, 2012 was approximately 0.30%.

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- Definition The entire disclosure for long-term debt. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 22 -Article 5 + Details
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