XML 23 R12.htm IDEA: XBRL DOCUMENT

Debt

6 Months Ended

Jun. 30, 2020

Debt

Debt

6. Debt

The table below reflects the Company’s total debt, including borrowings under its credit agreement and master loan agreements for equipment notes:


										Outstanding			Outstanding
										Balance as of			Balance as of
				Stated Interest		Payment		Term		June 30,			December 31,
(dollar amounts in thousands)		Inception Date		Rate (per annum)		Frequency		(years)		2020			2019

Credit Agreement
Revolving loans		9/13/2019		Variable		Variable		5		$	33,397		$	103,820

Equipment Notes
Equipment Note 1		9/28/2018		4.16%		Semi-annual		5			—			10,643
Equipment Note 2		9/28/2018		4.23%		Semi-annual		7			10,643			11,200
Equipment Note 3		12/31/2018		3.97%		Semi-annual		5			1,779			1,953
Equipment Note 4		12/31/2018		4.02%		Semi-annual		7			2,003			2,108
Equipment Note 5		12/31/2018		4.01%		Semi-annual		7			1,649			1,751
Equipment Note 6		6/25/2019		2.89%		Semi-annual		7			13,596			14,286
Equipment Note 7		6/24/2019		3.09%		Semi-annual		5			8,359			9,033
Equipment Note 8		12/27/2019		2.75%		Semi-annual		5			6,008			6,496
Equipment Note 9		12/24/2019		3.01%		Semi-annual		7			4,534			4,534
											48,571			62,004
Total debt											81,968			165,824
Less: current portion of long-term debt											(7,186)			(8,737)
Long-term debt										$	74,782		$	157,087

Credit Agreement

On September 13, 2019, the Company entered into a five-year amended and restated credit agreement (the “Credit Agreement”) with a syndicate of banks led by JPMorgan Chase Bank, N.A. and Bank of America, N.A, that provides for a $375 million facility (the “Facility”), not to exceed three times Consolidated EBITDA (as defined in the Credit Agreement) less Consolidated Total Indebtedness (as defined in the Credit Agreement), which can be used for revolving loans and up to $150 million may be used for letters of credit. The Facility also allows for revolving loans and letters of credit in Canadian dollars and other currencies, up to the U.S. dollar equivalent of $75 million. The Company has an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $200 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries, and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. Additionally, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are used for refinancing existing indebtedness, working capital, capital expenditures, acquisitions and other general corporate purposes.

Amounts borrowed under the Credit Agreement bear interest, at the Company’s option, at a rate equal to either (1) the Alternate Base Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 0.00% to 0.75%; or (2) Adjusted LIBO Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.00% to 1.75%. The applicable margin is determined based on the Company’s consolidated leverage ratio (the “Leverage Ratio”) which is defined in the Credit Agreement as Consolidated Total Indebtedness (as defined in the Credit Agreement) divided by Consolidated EBITDA (as defined in the Credit Agreement). Letters of credit issued under the Facility are subject to a letter of credit fee of 1.00% to 1.75% for non-performance letters of credit or 0.50% to 0.875%

for performance letters of credit, based on the Company’s consolidated Leverage Ratio. The Company is subject to a commitment fee of 0.15% to 0.25%, based on the Company’s consolidated Leverage Ratio, on any unused portion of the Facility. The Credit Agreement restricts certain types of payments when the Company’s consolidated Leverage Ratio exceeds 2.50 or the Company's consolidated Liquidity (as defined in the Credit Agreement) is less than $50 million. The weighted average interest rate on borrowings outstanding on the Facility for the six months ended June 30, 2020 was 2.44% per annum.

Under the Credit Agreement, the Company is subject to certain financial covenants and must maintain a maximum consolidated Leverage Ratio of 3.0 and a minimum interest coverage ratio of 3.0, which is defined in the Credit Agreement as Consolidated EBITDA (as defined in the Credit Agreement) divided by interest expense (as defined in the Credit Agreement). The Credit Agreement also contains covenants including limitations on asset sales, investments, indebtedness and liens. The Company was in compliance with all of its financial covenants under the Credit Agreement as of June 30, 2020.

As of June 30, 2020, the Company had letters of credit outstanding under the Facility of approximately $10.5 million, including $10.0 million related to the Company's payment obligation under its insurance programs and approximately $0.5 million related to contract performance obligations.

As of December 31, 2019, the Company had letters of credit outstanding under the Facility of approximately $10.6 million, including $10.0 million related to the Company's payment obligation under its insurance programs and approximately $0.6 million related to contract performance obligations.

The Company had remaining deferred debt issuance costs totaling $1.3 million as of June 30, 2020, related to the line of credit. As permitted under ASU No. 2015-15, debt issuance costs have been deferred and are presented as an asset within other assets, which is amortized as interest expense over the term of the line of credit.

Equipment Notes

The Company has entered into Master Equipment Loan and Security Agreements (the “Master Loan Agreements”) with multiple banks. The Master Loan Agreements may be used for the financing of equipment between the Company and the lending banks pursuant to one or more equipment notes ("Equipment Note"). Each Equipment Note executed under the Master Loan Agreements constitutes a separate, distinct and independent financing of equipment and a contractual obligation of the Company, which may contain prepayment clauses.

As of June 30, 2020, the Company had eight Equipment Notes outstanding under the Master Loan Agreements that are collateralized by equipment and vehicles owned by the Company. The following table sets forth our remaining principal payments for the Company’s outstanding Equipment Notes as of June 30, 2020:


		Future
		Equipment Notes
(in thousands)		Principal Payments

Remainder of 2020		$	4,034
2021			6,356
2022			6,568
2023			7,246
2024			8,923
2025			8,853
Thereafter			6,591
Total future principal payments		$	48,571
Less: current portion of equipment notes			(7,186)
Long-term principal obligations		$	41,385