LONG TERM DEBT AND CAPITAL LEASES

A summary of long-term debt and capital leases is as follows:



	December 31,
	2018		2017
Senior Secured Credit Facility:
Revolving Credit Facility due May 2023; bearing interest at LIBOR plus 2.00%	$	69,600	$	—
Refinanced Revolving Credit Facility due October 2021; bore interest at LIBOR plus 2.75%	—		36,000
Term Loan Facility due May 2023; bearing interest at LIBOR plus 2.00%	350,000		—
Term Loan B Facility due October 2023; bore interest at LIBOR plus 2.50%	—		346,500
Tax-Exempt Bonds:
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-1 due December 2044 - fixed rate interest period through 2019; bearing interest at 3.75%	25,000		25,000
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125%	15,000		15,000
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25%	25,000		25,000
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125%	15,000		15,000
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 due August 2035 - fixed rate interest period through 2025; bearing interest at 4.375%	15,000		—
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625%	16,000		16,000
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 due April 2029 - fixed rate interest period through 2019; bearing interest at 4.00%	11,000		11,000
Other:
Capital leases maturing through December 2107; bearing interest at a weighted average of 5.37%	11,248		5,595
Notes payable maturing through June 2027; bearing interest at a weighted average of 2.97%	2,401		2,585
Principal amount of long-term debt and capital leases	555,249		497,680
Less—unamortized discount and debt issuance costs (1)	10,950		15,178
Long-term debt and capital leases less unamortized discount and debt issuance costs	544,299		482,502
Less—current maturities of long-term debt	2,298		4,926
	$	542,001	$	477,576


(1)	A summary of unamortized discount and debt issuance costs by debt instrument follows:



	December 31,
	2018		2017
Credit Facility	$	7,118	$	—
Refinanced Revolving Credit Facility	—		3,938
Term Loan B Facility (including unamortized discount of $0 and $1,482)	—		7,392
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-1	847		1,034
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2	450		511
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3	517		603
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1	622		691
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2	493		—
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013	595		573
Business Finance Authority of the State of NH Solid Waste Disposal Revenue Bonds Series 2013	308		436
	$	10,950	$	15,178

Credit Facility

In fiscal year 2018, we entered into a credit agreement ("Credit Agreement"), which provides for a $350,000 aggregate principal amount term loan A facility ("Term Loan Facility") and a $200,000 revolving line of credit facility ("Revolving Credit Facility" and, together with the Term Loan Facility, the "Credit Facility"). The net proceeds from this transaction were used to repay in full the amounts outstanding of the $350,000 aggregate principal amount term loan B facility ("Term Loan B Facility") and the $160,000 revolving line of credit facility ("Refinanced Revolving Credit Facility") plus accrued and unpaid interest thereon and to pay related transaction expenses. We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount $125,000, subject to the terms and conditions set forth in the Credit Agreement.

The Credit Facility has a 5-year term and will bears interest at a rate of LIBOR plus 2.00% per annum, which will be reduced to a rate of LIBOR plus 1.25% upon us reaching a consolidated net leverage ratio of less than 2.25x. The Credit Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets. As of December 31, 2018, further advances were available under the Credit Facility in the amount of $107,879. The available amount is net of outstanding irrevocable letters of credit totaling $22,521, at which date no amount had been drawn.

The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter. As of December 31, 2018, we were in compliance with the covenants contained in the Credit Agreement. In addition to these financial covenants, the Credit Agreement also contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. We do not believe that these restrictions impact our ability to meet future liquidity needs. An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If we were unable to repay debt to our lenders, or were otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt.

Tax-Exempt Financings

New York Bonds. As of December 31, 2018, we had outstanding $25,000 aggregate principal amount of Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014R-1") and $15,000 aggregate principal amount of Solid Waste Disposal Revenue Bonds Series 2014R-2 ("New York Bonds 2014R-2") issued by the New York State Environmental Facilities Corporation under the indenture dated December 1, 2014 (collectively, the “New York Bonds”). The New York Bonds 2014R-1 accrue interest at 3.75% per annum through December 1, 2019, at which time they may be converted from a fixed rate to a variable rate. The New York Bonds 2014R-2 accrue interest at 3.125% per annum through May 31, 2026, at which time they may be converted from a fixed rate to a variable rate. The New York Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, require interest payments on June 1 and December 1 of each year and mature on December 1, 2044. We borrowed the proceeds of the New York Bonds to finance or refinance certain capital projects in the state of New York and to pay certain costs of issuance of the New York Bonds.

Maine Bonds. In fiscal year 2018, we completed the issuance of $15,000 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 (“FAME Bonds 2015R-2”). As of December 31, 2018, we had outstanding $25,000 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 (“FAME Bonds 2005R-3”), $15,000 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 (“FAME Bonds 2015R-1”), and $15,000 aggregate principal amount of FAME Bonds 2015R-2 (collectively, the "FAME Bonds"). The FAME Bonds 2005R-3 accrue interest at 5.25% per annum, and interest is payable semiannually in arrears on February 1 and August 1 of each year until such bonds mature on January 1, 2025. The FAME Bonds 2015R-1 accrue interest at 5.125% per annum through August 1, 2025, at which time they may be converted from a fixed to a variable rate, and interest is payable semiannually in arrears on February 1 and August 1 of each year until the FAME Bonds 2015R-1 mature on August 1, 2035. The FAME Bonds 2015R-2 accrue interest at 4.375% per annum through July 31, 2025, at which time they may be converted from a fixed to a variable rate, and interest is payable semiannually each year on May 1 and November 1 until the FAME Bonds 2015R-2 mature on August 1, 2035. The FAME Bonds are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries. We borrowed the proceeds of the offering of the FAME Bonds to finance or refinance the costs of certain of our solid waste landfill facilities and solid waste collection, organics and transfer, recycling and hauling facilities, and to pay certain costs of the issuance of the FAME Bonds.

Vermont Bonds. In fiscal year 2018, we completed the remarketing of $16,000 aggregate principal amount of 4.75% fixed rate senior unsecured Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds”). As of December 31, 2018, we had outstanding $16,000 aggregate principal amount of Vermont Bonds. The Vermont Bonds, which are guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 4.625% per annum through April 2, 2028, after which time there is a mandatory tender. The Vermont Bonds mature on April 1, 2036. We borrowed the proceeds of the Vermont Bonds to finance or refinance certain qualifying property, plant and equipment assets purchased in the state of Vermont.

New Hampshire Bonds. As of December 31, 2018, we had outstanding $11,000 aggregate principal amount of senior unsecured Solid Waste Disposal Revenue Bonds Series 2013 issued by the Business Finance Authority of the State of New Hampshire (“New Hampshire Bonds”). The New Hampshire Bonds, which are guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 4.00% per annum through October 1, 2019, at which time they may be converted from a fixed rate to a variable rate. During the fixed interest rate period, the New Hampshire Bonds are not be supported by a letter of credit. Interest is payable in arrears on April 1 and October 1 of each year. The New Hampshire Bonds mature on April 1, 2029. We borrowed the proceeds of the New Hampshire Bonds to finance or refinance certain qualifying property, plant and equipment assets purchased in the state of New Hampshire.

Loss on Debt Extinguishment

In order to lower our borrowing costs and reduce our market risk we completed the following transactions that resulted in a loss on debt extinguishment in fiscal years 2018, 2017 and 2016 of $7,352, $517 and $13,747, respectively:


•	the write-off of debt issuance costs and unamortized discount, in the case of our Term Loan B Facility in fiscal year 2018, associated with the refinancing of our previously outstanding senior secured credit facilities in fiscal year 2018 and fiscal year 2016 and an amendment to our previously outstanding senior secured credit facility in fiscal year 2017:

•

the write-off of debt issuance costs in connection with the remarketing of our Vermont Bonds in fiscal year 2018 and the remarketing of our Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 (“FAME Bonds 2005R-1”) and Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (“FAME Bonds 2005R-2”) into the FAME Bonds 2005R-3 in fiscal year 2017; and


•	the repurchase price premium and write-off of debt issuance costs and unamortized original issue discount associated with the early redemption, repurchase and retirement of our then outstanding 7.75% senior subordinated notes due February 2019 in fiscal years 2016.

Interest Expense

The components of interest expense are as follows:



	Fiscal Year Ended December 31,
	2018			2017			2016
Interest expense on long-term debt and capital leases	$	23,816		$	22,060		$	34,741
Amortization of debt issuance costs and discount on long-term debt	2,449			2,692			3,881
Letter of credit fees	169			703			593
Less: capitalized interest	(140		)	(295		)	(273		)
Total interest expense	$	26,294		$	25,160		$	38,942

Cash Flow Hedges

The refinancing of our Credit Facility in fiscal year 2018 resulted in us dedesignating the original hedging relationship between three interest rate derivative agreements and the variable rate interest payments related to the Term Loan B Facility. We subsequently designated new hedging relationships between the three interest rate derivative agreements and the variable rate interest payments related to the Term Loan Facility based on a quantitative assessment using regression analysis, which indicated that the hedging relationships were highly effective. Because the interest rate payments associated with the variable rate portion of our long-term debt will still occur, the net gain of $1,383 associated with the interest rate derivative agreements in accumulated other comprehensive income was not reclassified into earnings. Instead, this gain will continue to be reclassified from accumulated other comprehensive income into interest expense as the interest payments affect earnings.

In fiscal year 2018, we also entered into six additional interest rate derivative agreements to further hedge interest rate risk associated with the variable rate portion of our long-term debt. The hedging relationships between these interest rate derivative agreements and the variable rate interest payments related to the Term Loan Facility were considered highly effective based on a quantitative assessment using regression analysis and, therefore, are accounted for as highly effective cash flow hedges.

The total notional amount of all of our interest rate derivative agreements is $190,000 and according to the terms of the agreements, we receive interest based on the 1-month LIBOR index and pay interest at a weighted average rate of approximately 2.54%. The agreements mature between February 2021 and May 2023. We have designated these derivative instruments as effective cash flow hedges.

A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheet follows:



		Fair Value
	Balance Sheet Location	December 31, 2018			December 31, 2017
Interest rate swaps	Other current assets	$	338		$	—
Interest rate swaps	Other non-current assets	482			401
Total		$	820		$	401

Interest rate swaps	Other accrued liabilities	$	387		$	123
Interest rate swaps	Other long-term liabilities	1,555			—
Total		$	1,942		$	123

Interest rate swaps	Accumulated other comprehensive (loss) income, net	$	(1,196	)	$	278
Interest rate swaps - tax provision	Accumulated other comprehensive (loss) income, net	$	(112	)	$	(112	)
		$	(1,308	)	$	166

A summary of the amount of gain or (loss) on cash flow hedging relationships related to interest rate swaps reclassified from accumulated other comprehensive (loss) income into earnings follows:



	Fiscal Year Ended December 31,
	2018			2017			2016
Statement of Operations Location	(Expense) Income
Interest expense	$	(363	)	$	(421	)	$	—

Fair Value of Debt

As of December 31, 2018, the fair value of our fixed rate debt, including the FAME Bonds, Vermont Bonds, New York Bonds and New Hampshire Bonds was approximately $121,722 and the carrying value was $122,000. The fair value of the FAME Bonds, Vermont Bonds, New York Bonds and New Hampshire Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing provided by a third-party that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the market information of each of the bonds or securities with similar characteristics.

As of December 31, 2018, the carrying value of our Term Loan Facility was $350,000 and the carrying value of our Revolving Credit Facility was $69,600. Their fair values are based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs, and approximate their carrying values.

Although we have determined the estimated fair value amounts of the FAME Bonds, Vermont Bonds, New York Bonds and New Hampshire Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented.

Future Maturities of Debt

Aggregate principal maturities of long-term debt and capital leases are as follows:




Estimated Future Payments as of December 31, 2018
2019	$	2,298
2020	2,648
2021	2,175
2022	1,652
2023	421,021
Thereafter	125,455
	$	555,249