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Note 11 - Line of Credit and Long-Term Debt

12 Months Ended

Dec. 31, 2014

11.	Line of Credit and Long-Term Debt

Long-term debt consists of the following (in thousands):

	As of December 31,
	2014			2013
Credit facility	$	34,601		$	7,808
Mortgage due monthly through June 2016		116			189
Notes payable for transportation and construction equipment		3,269			468
		37,986			8,465
Less current maturities of long-term debt		(965	)		(134	)
Total long-term debt	$	37,021		$	8,331

Line of Credit Facility

On October 31, 2007, the Company and its subsidiaries entered into a new credit facility (“Credit Facility”) with Comerica Bank with a maturity date of October 31, 2012. In December 2009, the Credit Facility was amended to permit the acquisition of RLW and in November 2011, the Credit Facility was amended to extend the maturity date to September 30, 2016. The Credit Facility is secured by all assets of the Company, other than proceeds and other rights under our construction contracts, which are pledged to our bond surety.

The Credit Facility is subject to our compliance with certain covenants, including financial covenants relating to leverage, tangible net worth and asset coverage. The Credit Facility contains restrictions on the Company’s ability to:

·	Make distributions and dividends;

·	Incur liens and encumbrances;

·	Incur further indebtedness;

·	Guarantee obligations;

·	Dispose of a material portion of assets or merge with a third party;

·	Make acquisitions; and

·	Make investments in securities.

At the end of the second quarter of 2013, the Company was not in compliance with the leverage ratio financial covenant. On August 8, 2013, the Company obtained a Waiver and Third Amendment to Credit Agreement with its lender which waived the noncompliance with the leverage ratio financial covenant as of June 30, 2013 and provided a less restrictive leverage ratio covenant requirement. In addition, the waiver amended the existing borrowing interest fee schedule and increased borrowing rates by 100 basis points to 4.25% effective June 30, 2013.

At the end of the fourth quarter of 2013, the Company was not in compliance with the minimum tangible net worth and the leverage ratio financial covenants. As a result, subsequent to year end, the Company obtained a Waiver and Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with its lender which waived the noncompliance with the financial covenants as of December 31, 2013 and provided less restrictive covenant requirements. The Fourth Amendment also imposed liquidity thresholds that the Company is required to meet in 2014. Refer to the discussion below of our revised amendment which eased our required liquidity thresholds.

Among other things, the Fourth Amendment reduced the borrowings available to $40 million from the previously available $50 million and has eliminated the option to increase the Credit Facility by an additional $50 million. The Fourth Amendment also modified the existing borrowing interest fee schedule and increased borrowing rates by 50 basis points to 4.75% effective December 31, 2013. In addition, if certain liquidity thresholds are not met in 2014 the interest rate may increase 200 basis points and continue to increase 100 basis points every quarter after 2015 until such thresholds are met. Furthermore, the Fourth Amendment requires the payment of a quarterly commitment fee of 0.75% per annum, which is an increase of 25 basis points, on unused availability.

On April 29, 2014, the Company obtained an amendment (the “Fifth Amendment”) with our bank which removed a requirement that we raise $20 million of new equity capital by September 30, 2014, in addition to raising $10 million of other liquidity by June 30, 2014, provided that we raise $10 million of new equity capital by May 30, 2014. As discussed below, the Company raised $14.0 million and the cash was used to repay a portion of our outstanding indebtedness under the Credit Facility. The equity raise did not reduce the Company’s borrowing capacity.

On September 5, 2014, the Company and its lender amended the Credit Facility (the “Sixth Amendment”) which accomplished the following:

Removed the prohibition against acquisitions and amended the definition of Permitted Acquisition in the Credit Agreement to provide that the Company may, without the lender's consent, but subject to certain restrictions, acquire another entity or its assets for a price of up to $8 million payable in shares of the Company's common stock.

·	Modified the Company’s Tangible Net Worth requirement.

·	Eliminated the covenant which capped losses per quarter.

·	Changed the monthly Covenant Compliance Reports to quarterly reports.

As a result of the fourth quarter loss, the Company was not in compliance with the tangible net worth covenant related to the Company’s Credit Facility at December 31, 2014. Refer to Note 21 for the subsequent events related to the resolution of our noncompliance with this debt covenant.

At December 31, 2014 and 2013, the Company had $34.6 million and $7.8 million outstanding under the Credit Facility, respectively, and the aggregate amount of letters of credit outstanding under the Credit Facility was $3.0 million and $2.0 million, respectively, which reduces availability under the Credit Facility. Availability under the Credit Facility was, therefore, $2.4 million and $30.2 million at December 31, 2014 and 2013, respectively.

Mortgage

In 2001, TSC completed the construction of a headquarters building and financed it principally through a mortgage of $1.1 million on the land and facilities, at a floating interest rate, which at December 31, 2014 was 3.5% per annum, repayable over 15 years with a prepayment penalty. The outstanding balance on this mortgage was $0.1 million at December 31, 2014.

Notes Payable for transportation and construction equipment

The Company purchased and financed various transportation and construction equipment to enhance the Company’s fleet of equipment. The total long-term notes payable related to the purchase of financed equipment was $3.3 million and $0.5 million at December 31, 2014 and 2013, respectively. The purchases have payment terms ranging from 3 to 5 years and the associated interest rates range from 3.12% to 6.29%.

Maturities of Debt

The Company’s long-term obligations mature in future years as follows (amounts in thousands):

Years Ending December 31,	Amount
2015	$	965
2016		35,499
2017		710
2018		553
2019		259
Thereafter		-
	$	37,986

- 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.

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