

9.	Secured Credit Facility and Other Debt

Debt consists of the following (in thousands):



	As of December 31,
	2018			2017
Oaktree Facility	$	74,571		$	85,000
Notes and deferred payments to sellers, Tealstone acquisition	13,572			12,393
Notes payable for transportation and construction equipment and other	612			1,557
Total debt	88,755			98,950

Less - Current maturities of long-term debt	(2,899		)	(3,978		)
Less - Unamortized deferred loan costs	(6,739		)	(8,812		)

Total long-term debt	$	79,117		$	86,160

On April 3, 2017, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into a Loan and Security Agreement with Wilmington Trust, National Association, as agent, and the lenders party thereto (the “Oaktree Facility”), providing for a term loan of $85,000,000 (the “Loan”) with a maturity date of April 4, 2022, which replaced the then existing debt facility. The loan is secured by substantially all of the assets of the Company and its subsidiaries.

Interest on the Loan is equal to the one-, two-, three- or six-month London Interbank Offered Rate, or LIBOR, plus 8.75% per annum on the unpaid principal amount of the Loan, subject to adjustment under certain circumstances. Interest on the Loan is generally payable monthly. There are no amortized principal payments; however, the Company is required to prepay the Loan, and in certain cases pay a prepayment premium thereon, with proceeds received from the issuances of debt or equity, transfers, events of loss and extraordinary receipts. The Company is required to make an offer quarterly to the lenders to prepay the Loan in an amount equal to 75% of its excess cash flow, plus accrued and unpaid interest thereon and a prepayment premium.

The Oaktree Facility contains various covenants that limit, among other things, the Company’s ability and certain of its subsidiaries’ ability to incur certain indebtedness, grant certain liens, merge or consolidate, sell assets, make certain loans, enter into acquisitions, incur capital expenditures, make investments, and pay dividends. In addition, the Company is required to maintain the following principal financial covenants:


•	a ratio of secured indebtedness to EBITDA of not more than 2.00 to 1.00 for the trailing four consecutive fiscal quarters ending December 31, 2018, reducing to 1.8 to 1.00 for the four consecutive quarters ending September 30, 2019 through maturity in 2022;


•	daily cash collateral of not less $15,000,000;


•	gross margin in contract backlog of not less than $65,000,000 for the average of the trailing four consecutive fiscal quarters ending December 31, 2018, increasing to $70,000,000 on March 31, 2019;


•	net capital expenditures during the trailing four consecutive fiscal quarters shall not exceed $15,000,000;


•	bonding capacity shall be maintained at all times in an amount not less than $1,000,000,000; and


•	the EBITDA of Tealstone Residential Concrete, Inc. shall not be less than $12,000,000 for each of the trailing four consecutive fiscal quarters.

The Company was in compliance with these covenants at December 31, 2018 and 2017.

The Oaktree Facility also includes customary events of default, including events of default relating to non-payment of principal or interest, inaccuracy of representations and warranties, breaches of covenants, cross-defaults, bankruptcy and insolvency events, certain unsatisfied judgments, loan documents not being valid, calls under the Company’s bonds, failure of specified individuals to remain employed by the Company, and a change of control. If an event of default occurs, the lenders will be able to accelerate the maturity of the Oaktree Facility and exercise other rights and remedies.

Deferred loan costs totaled $10.4 million, which included attorney fees, investment bank fees as well as amounts paid to the lenders. Warrants valued at $3.5 million were included as well. The total amount is amortized on a straight-line basis, which approximates the effective interest method, over the five-year life of the Loan. Amortization expense of $2.1 million and $1.6 million has been included in interest expense for the years ended December 31, 2018 and 2017, respectively.

Notes and Deferred Payments to Sellers

As part of the Tealstone Acquisition, the Company issued $5,000,000 of promissory notes to the sellers and agreed to make $2,426,000 and $7,500,000 of deferred cash payments on the second and third anniversaries of the closing date, respectively. Based on a 12% discount rate, the Company recorded $11.6 million as notes and deferred payments to sellers in long-term debt on our consolidated balance sheet at the acquisition closing date. Accreted interest for the period was $1.2 million and $0.8 million for the years ended December 31, 2018 and 2017, respectively, and was recorded as interest expense.

Notes Payable for Transportation and Construction Equipment

The Company has 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 $0.6 million and $1.6 million at December 31, 2018 and 2017, respectively. The purchases have payment terms ranging from 3 to 5 years and the associated interest rates range from 3.15% to 6.92%. The fair value of these notes payable approximates their book value.

Equipment-based Facility

In May 2015, the Company and its wholly-owned subsidiaries entered into a $40.0 million loan and security agreement with Nations, consisting of a $20.0 million Term Loan and a $20.0 million Revolving Loan (combined, the “Equipment-based Facility”). The Equipment-based facility was repaid with a portion of the Oak Tree Facility on April 3, 2017 and was terminated. As part of the extinguishment, $0.8 million in debt extinguishment costs was expensed and included as a “loss on extinguishment of debt” on our statement of operations for the year ended December 31, 2017.

Fair Value

The Company’s debt is recorded at its carrying amount in the consolidated balance sheets. As of December 31, 2018 and 2017, the carrying values of our debt outstanding approximated the fair values and were $88.8 million and $99.0 million.

Interest Expense

The Company's interest expense for the year ended December 31, 2018 was $12.4 million, compared to $9.8 million and $2.6 million in 2017 and 2016, respectively.

Maturities of Debt

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



Years Ending December 31,	Amount
2019	$	2,899
2020	11,280
2021	5
2022	74,571
2023	—
Thereafter	—
Total	$	88,755