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Credit Arrangements
 12 Months Ended
Dec. 31, 2011
Credit Arrangements  
Credit Arrangements

Note 13—Credit Arrangements

 

Credit facilities and long-term debt consist of the following at December 31:

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Commercial notes payable to a bank with interest rates from 2.16% to 4.12%. Monthly principal and interest payments are due in the amount of $518, with the final payment due December 23, 2016. The notes are secured by certain construction and automotive equipment of the Company

 

$

26,243

 

$

26,369

 

 

 

 

 

 

 

Commercial note payable to a bank with an interest rate of 4.71%. Principal and interest payments are due in the amount of $140 per month until the maturity date on July 1, 2017. The note is secured by certain construction equipment of the Company

 

8,125

 

9,390

 

 

 

 

 

 

 

Construction equipment note payable to a commercial equipment finance company, with an interest rate of 3.67% per annum. Principal and interest payments are due in the amount of $101 per month until the maturity date on December 31, 2017. The note is secured by certain construction equipment of the Company

 

6,543

 

7,500

 

 

 

 

 

 

 

Note payable to a bank, entered into on October 17, 2008, to finance an airplane purchased for business use. The note was secured by the airplane and all related parts and equipment and called for 59 monthly principal and interest payments of $43, followed by one payment of $2,145. The note accrued interest at a rate of 5.9% annually. The note was paid in full in 2011

 

—

 

3,120

 

 

 

 

 

 

 

Commercial note payable to a bank with an interest rate of 5.10%. Monthly principal and interest payment was due in the amount of $32, with the final payment due September 15, 2014. The note is secured by certain construction and automotive equipment of the Company. The note was paid in full in 2011

 

—

 

1,315

 

 

 

 

 

 

 

Commercial note payable to a bank with an interest rate of LIBOR plus 2.75%. Principal and interest payments were due in the amount of $28 per month until maturity on December 15, 2011. The note was secured by certain construction and automotive equipment of the Company. The note was paid in full in 2011

 

—

 

357

 

 

 

 

 

 

 

Commercial notes payable to a bank with interest rates from 2.63% to 3.50%. Monthly principal and interest payments are due in the amount of $226, with the final payment due June 15, 2017. The notes are secured by certain construction and automotive equipment of the Company

 

12,811

 

—

 

 

 

 

 

 

 

Construction equipment note payable to a commercial equipment finance company, with an interest rate of 2.14% per annum. Principal and interest payments are due in the amount of $281 per month until the maturity date on November 30, 2016. The note is secured by certain construction equipment of the Company

 

16,000

 

—

 

 

 

 

 

 

 

Total long-term debt

 

69,722

 

48,051

 

Less: current portion

 

(13,870

)

(9,623

)

Long-term debt, net of current portion

 

$

55,852

 

$

38,428

 

 

Scheduled maturities of long-term debt are as follows:

 

 

 

Year Ending
December 31,

 

2012

 

$

13,870

 

2013

 

14,314

 

2014

 

14,760

 

2015

 

12,649

 

2016

 

11,879

 

Thereafter

 

2,250

 

 

 

$

69,722

 

 

Credit Agreements.   On October 28, 2009, we entered into a Loan and Security Agreement (the “Agreement”) with The PrivateBank and Trust Company (the “Lender”) for a revolving line of credit in the total aggregate amount of $35,000.  The Agreement was amended on October 20, 2011 to extend the maturity dates of the two revolving loans provided under the Agreement.  The maturity dates, as amended, are as follows:

 

·                   a revolving loan in the amount of $20,000 (the “Revolving Loan A”), with a maturity date of October 26, 2014; and

·                   a revolving loan in the amount of $15,000 (the “Revolving Loan B”), with a maturity date of October 25, 2012.

 

Under the Agreement, the Lender agreed to issue letters of credit of up to $15,000 under Revolving Loan A.  At December 31, 2011 and 2010, total commercial letters of credit outstanding under Revolving Loan A totaled $4,009 and $4,339, respectively.  Other than the commercial letters of credit, there were no borrowings under these two lines of credit during the twelve months ended December 31, 2011, leaving available borrowing capacity under Revolving Loan A at $15,991 and $15,000 under Revolving Loan B.

 

The principal amount of each of Revolving Loan A and Revolving Loan B will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Agreement, or (ii) the prime rate announced by the Lender plus an applicable margin as specified in the Agreement. The principal amount of any loan bearing interest at LIBOR plus an applicable margin may not be prepaid at any time without being subject to certain penalties. There is no prepayment penalty for any loan bearing interest at the prime rate announced by the Lender plus an applicable margin.

 

All loans made by the Lender under the Agreement are secured by our assets, including, among others, our cash, inventory, goods, equipment (excluding equipment subject to certain permitted liens) and accounts receivable. Certain of our subsidiaries have executed joint and several guaranties in favor of the Lender for all amounts under the Agreement.  The Agreement and the line of credit facilities contain various restrictive covenants, including, among others, restrictions on investments, capital expenditures, minimum tangible net worth and debt service coverage requirements.  The Company was in compliance with, or received a waiver of, its restrictive covenants as of December 31, 2011.

 

The Company has a credit facility with a Canadian bank for purposes of issuing commercial letters of credit in Canada, for an amount of up to $10,000 in Canadian dollars. The credit facility has an annual renewal and provides for the issuance of commercial letters of credit for a term of up to five years. The facility provides for an annual fee of 1% for any issued and outstanding commercial letters of credit. Letters of credit can be denominated in either Canadian or U.S. dollars. As of December 31, 2011 and 2010, total commercial letters of credit outstanding under this credit facility totaled $4,036 and $4,994 in Canadian dollars, respectively.  As of December 31, 2011, the available borrowing capacity under this credit facility was $5,964 in Canadian dollars.

 

In 2011, the Company entered into an agreement with Bank of the West whereby the Company agrees to maintain a cash balance at the bank equal to the full amount of certain commercial the letters of credit. At December 31, 2011, the amount of letters of credit with a maturity of twelve months and the related restricted cash amounted to $3,823, and is included as part of customer retention deposits and restricted cash on the balance sheet.

 

Subordinated Promissory Note — Rockford.   In connection with the acquisition of Rockford, the Company executed an unsecured promissory note (the “Rockford Note”) on November 12, 2010 in favor of the sellers of Rockford with an initial principal amount of $16,712.  The principal amount of the Rockford Note was divided into two portions.  Approximately $9,669 of the Rockford Note was designated as “Note A” and approximately $7,043 of the note was designated as “Note B.”  Note B was paid in full on March 10, 2011.

 

Note A is due and payable on October 31, 2013 and bears interest at different rates until maturity, averaging 6.67% over its life.  During the first 12 months, Note A bore interest at a rate equal to 5%.  For months 13 through 24, it bears interest at a rate equal to 7%. Thereafter and until maturity, Note A bears interest at a rate equal to 8%.  Payments of principal and interest are payable monthly in an amount of $269 principal plus interest over 36 months.  At December 31, 2011, a total of $6,177 was outstanding on Note A.

 

Note A may be prepaid in whole or in part at any time.  If we complete an equity financing while Note A is outstanding, we have agreed to use 15% of the net proceeds in excess of $10 million to prepay a portion or all of Note A.  In addition, we have agreed to use 33% of any cash proceeds raised in connection with incurrence of any indebtedness (other than under a bank line of credit or to finance operating expenses, equipment and capital expenditures), to prepay a portion or all of Note A.

 

While any amount is outstanding under Note A, we have agreed to not take certain actions without the prior written consent of the Rockford Note holders’ representative.  We have agreed not to: (i) incur any obligations for seller financing associated with the acquisition of a business without subordinating it to the Rockford Note, (ii) make any payment on outstanding indebtedness that has been subordinated to the Rockford Note, (iii) make any distribution or declare or pay any dividends (except for regular, quarterly dividends), and (iv) consummate any transaction that would require prepayment under the Rockford Note, if we are not permitted to do so by our senior lender and/or surety companies.

 

The sellers have entered into subordination agreements with our senior lender, bonding agency and the holders of the JCG Note, pursuant to which the Rockford Note is subordinated to amounts owed to our senior lender, bonding agencies and the holders of the JCG Note.

 

In November 2011, the Company placed $5 million in an interest bearing escrow account in lieu of making future payments in that amount to the holders of Rockford’s Note A.  As permitted by the terms of the Rockford Agreement, the amount will remain in escrow until resolution of a dispute related to a certain liability at the time of the closing of the transaction.  The Company has included this escrow amount on its December 31, 2011 balance sheet as “customer retention deposits and restricted cash.”

 

Subordinated Promissory Note — JCG.   In connection with the acquisition of JCG, the Company executed an unsecured promissory note on December 18, 2009 in favor of the sellers of JCG with an initial principal amount of $53,500. The JCG Note is due and payable on December 15, 2014 and bears interest at differing rates until maturity.  For the first 9 months of the term of the note, the JCG Note bore interest at an annual rate equal to 5%.  For months 10 through 18, the JCG Note bore interest at an annual rate of 7%.  For months 19 until the maturity date, the JCG Note will bear interest at an annual rate of 8%.  Payments of principal and interest are made on an amortizing basis over the 60 month period.  The JCG Note is subordinated to amounts owed to our commercial banks for lines of credit and to our bonding agencies.

 

The JCG Note may be prepaid in whole or in part at any time.  If we complete an equity financing while the JCG Note is outstanding, we have agreed to use the first $10 million of the net proceeds, plus 75% of the net proceeds in excess of $10 million, to prepay a portion or all of the JCG Note.  In addition, we have agreed to use 33% of any cash proceeds raised in connection with the incurrence of any indebtedness (other than under a bank line of credit or to finance operating expenses, equipment and capital expenditures), to prepay a portion or all of the JCG Note.  As long as more than $10,000 is outstanding, we have agreed to not take certain actions without the prior written consent of the JCG Note holders, including, among others, purchase, acquire, redeem or retire any shares of our common stock. At December 31, 2011, a total of $16,324 was outstanding on the JCG Note.  The Company made prepayments of the JCG Note in the amount of $16,267 during 2010, using proceeds from the exercise of warrants for the purchase of common stock.