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Debt and Credit Facilities | 3 Months Ended
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Mar. 31, 2019
Debt Disclosure [Abstract] |
Debt and Credit Facilities |
1 2. | Debt and Credit Facilities
Debt consisted of the following (in thousands):
Long-Term: |  | December 31, 2018 |  |  | March 31, 2019 |
Revolving credit facility |  | $ | 180,000 |  |  | $ | 260,000 |
Senior notes |  |  | 250,000 |  |  |  | 250,000 |
Debt issuance costs |  |  | (836 | ) |  |  | (789 | )
Total long-term |  |  | 429,164 |  |  |  | 509,211 |
Short-Term: |  |  |  |  |  |  |  |
Term Loan |  |  | - |  |  |  | 150,000 |
Debt issuance costs |  |  | - |  |  |  | (214 | )
Total Short-Term |  |  | - |  |  |  | 149,786 |
Total Debt |  | $ | 429,164 |  |  | $ | 658,997 |
In November 2017, the Company entered into an amended and restated Credit Agreement. The Company incurred approximately $2.0 million of costs in connection with this amendment. Under the agreement, the Company’s revolving credit facility was increased from $500 million to $550 million and the term of the agreement was extended through November 2022. The borrowings under the Credit Agreement bear interest, at the Company’s option, at either the Base Rate (as defined in the Credit Agreement), plus an applicable margin, or LIBOR plus an applicable margin. The applicable margin for Base Rate loans is a range of 0.125% to 1.00% and the applicable margin for LIBOR loans is a range of 1.125% to 2.00%, both based on the leverage ratio of the Company at the end of each fiscal quarter. The rates at December 31, 2018 and March 31, 2019 were 4.253% and 4.267%, respectively. Borrowings under this Credit Agreement are guaranteed by certain of the Company’s operating subsidiaries. Letters of credit commitments outstanding under this agreement aggregated approximately $49.8 million and $48.8 million at December 31, 2018 and March 31, 2019, respectively, which reduced borrowing limits available to the Company. Interest expense related to the credit agreement was $3.4 million for the three months ended March 31, 2019. There were no amounts outstanding during the three months ended March 30, 2018. On July 1, 2014, the Company finalized a private placement whereby the Company raised an aggregate amount of $250.0 million in debt repayable as follows (in thousands):
Tranche |  | Debt Amount |  |  | Maturity Date |  | Interest Rates |
Senior Note, Series A |  | $ | 50,000 |  |  | July 15, 2021 |  |  | 4.44 | %
Senior Note, Series B |  |  | 100,000 |  |  | July 15, 2024 |  |  | 4.98 | %
Senior Note, Series C |  |  | 60,000 |  |  | July 15, 2026 |  |  | 5.13 | %
Senior Note, Series D |  | $ | 40,000 |  |  | July 15, 2029 |  |  | 5.38 | %
The Company incurred approximately $1.1 million of debt issuance costs in connection with the private placement. On August 10, 2018, the Company finalized an amended and restated intercreditor agreement related to this private placement to more closely align certain covenants and definitions with the terms under the 2017 amended and restated Credit Agreement and incurred approximately $0.5 million of additional issuance costs. These costs are presented as a direct deduction from the debt on the face of the consolidated balance sheets. Interest expense related to the Senior Notes approximated $3.1 million and $3.1 million for the periods ended March 30, 2018 and March 31, 2019, respectively. The amortization of debt issuance costs and interest expense are recorded in “Interest expense” on the consolidated statements of income. The Company made interest payments related to the Senior Notes of approximately $6.2 million and $6.2 million during the periods ended March 30, 2018 and March 31, 2019. Interest payable of approximately $5.7 million and $2.6 million is recorded in “Accrued expenses and other current liabilities” on the consolidated balance sheets at December 31, 2018 and March 31, 2019, respectively, related to the Senior Notes. The Credit Agreement and private placement includes various covenants, including restrictions on indebtedness, liens, acquisitions, investments or dispositions, payment of dividends and maintenance of certain financial ratios and conditions. The Company was in compliance with these covenants at December 31, 2018 and March 31, 2019. The Company also has in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated approximately $223.0 million and $227.7 million at December 31, 2018 and March 31, 2019, respectively. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile, the Company has determined that the fair value (level 2) of its debt approximates the carrying value. Refer to “Note 18 – Fair Value of Financial Instruments” for the definition of level 2 of the fair value hierarchy. In January 2019, the Company borrowed $150.0 million under our Term Loan Agreement to partially finance the OGSystems Acquisition. The Term Loan is comprised of Offshore Rate Loans and Base Rate Loans (each as defined in the Term Loan Agreement), with an initial aggregate principal amount of $150.0 million. The Offshore Rate Loans bear interest at a rate per annum of LIBOR, divided by 1.00 minus the Eurodollar Reserve Percentage, plus 1.25%. The Base Rate Loans bear interest at a rate per annum of the sum of (a) the highest of (1) the administrative agent’s reference rate; (2) the rate equal to 1.50% per annum above the Offshore Rate; and (3) the rate equal to 0.50% per annum above the latest federal funds rate, plus (b) 0.25%. On May 10, 2019, the Company used proceeds from its May 8, 2019, initial public offering to repay the $150.0 million outstanding balance under the Term Loan. Upon payment of the outstanding balance the loan was closed. Interest expense related to the term loan was $1.4 million for the three months ended March 31, 2019. There were no amounts outstanding during the three months ended March 30, 2018. Amortization of debt issuance costs for all the Company’s debt and credit facilities was approximately $0.1 million and $0.2 million for the three months ended March 30, 2018 and March 31, 2019, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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