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Financial Commitments | 9 Months Ended
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Sep. 30, 2020
Debt Disclosure [Abstract] |
Financial Commitments | Financial Commitments Long-Term Debt Long-term debt as reported on the Condensed Consolidated Balance Sheets consisted of the following:
(in thousands) | As of September 30, 2020 | As of December 31, 2019
2017 Senior Notes | $ | 495,039 |  | $ | 494,365 |
Term Loan B | 409,027 |  | N/A
2020 Revolver | — |  | N/A
2017 Credit Facility | N/A | 114,000 |
Convertible Notes(a) | 66,803 |  | 182,292 |
Equipment financing and mortgages | 43,819 |  | 39,159 |
Other indebtedness | 6,335 |  | 4,660 |
Total debt | 1,021,023 |  | 834,476 |
Less: Current maturities | 99,504 |  | 124,054 |
Long-term debt, net | $ | 921,519 |  | $ | 710,422 |
____________________________________________________________________________________________________ (a)The Company will repurchase or retire at or before maturity the remaining Convertible Notes using proceeds from the Term Loan B, $69.9 million of which is currently held in a restricted cash account for this purpose. The following table reconciles the outstanding debt balance to the reported debt balances as of September 30, 2020 and December 31, 2019:
| As of September 30, 2020 |  | As of December 31, 2019
(in thousands) | Outstanding Debt | Unamortized Discount and Issuance Costs | Debt, as reported |  | Outstanding Debt | Unamortized Discount and Issuance Costs | Debt, as reported
2017 Senior Notes | $ | 500,000 |  | $ | (4,961) |  | $ | 495,039 |  |  | $ | 500,000 |  | $ | (5,635) |  | $ | 494,365 |
Term Loan B | 425,000 |  | (15,973) |  | 409,027 |  |  | N/A | N/A | N/A
Convertible Notes | 69,918 |  | (3,115) |  | 66,803 |  |  | 200,000 |  | (17,708) |  | 182,292 |
The unamortized issuance costs related to the 2020 Revolver were $2.8 million as of September 30, 2020 and are included in other assets on the Condensed Consolidated Balance Sheets. The unamortized issuance costs related to the 2017 Credit Facility, which was terminated on August 18, 2020 (as discussed below) were $3.7 million as of December 31, 2019 and were included in other assets on the Condensed Consolidated Balance Sheets. 2020 Credit Agreement On August 18, 2020, the Company entered into a new credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions). The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty, except that the Company must pay a 1.00% premium in respect to the Term Loan B in connection with any transactions that reduce the yield applicable to the Term Loan B within the first twelve months after August 18, 2020 (subject to certain further exceptions). The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of unpermitted indebtedness and annual excess cash flow (subject to certain exceptions). Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the 2020 Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 3.50:1.00 and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00. Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (a) LIBOR or (b) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate for a one-month interest period plus 100 basis points) plus, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for LIBOR and between 3.50% and 3.75% for base rate (which is initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the 2020 Revolver is between 4.25% and 4.75% for LIBOR and 3.25% and 3.75% for base rate (which is initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the First Lien Net Leverage Ratio. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2020 Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The agreement includes provisions for the replacement of LIBOR with an alternative benchmark rate in the event LIBOR is discontinued. The weighted-average annual interest rate on borrowings under the 2020 Revolver was approximately 7.00% during the three months ended September 30, 2020. The 2020 Credit Agreement requires, with respect to the 2020 Revolver only, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio range of 2.75:1:00, stepping down to 2.25:1.00 beginning the quarter ending March 31, 2022. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations. As of September 30, 2020, the entire $175 million was available under the 2020 Revolver and the Company had not utilized the 2020 Revolver for letters of credit. The Company was in compliance with the financial covenants under the 2020 Credit Agreement for the period ended September 30, 2020. Termination of 2017 Credit Facility On April 20, 2017, the Company entered into a credit agreement (the “2017 Credit Facility”) with SunTrust Bank, now known as Truist Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and a syndicate of other lenders. The 2017 Credit Facility provided for a $350 million revolving credit facility (the “2017 Revolver”) and a sublimit for the issuance of letters of credit and swing line loans up to the aggregate amount of $150 million and $10 million, respectively, both maturing on April 20, 2022 unless any of the Convertible Notes, as defined below, were outstanding on December 17, 2020, in which case all such borrowings would have matured on December 17, 2020 (the “spring-forward provision”). On August 18, 2020, the Company used proceeds from the Term Loan B to repay outstanding amounts under the 2017 Credit Facility. As a result of repaying the outstanding amounts under the 2017 Credit Facility and entering into the 2020 Credit Agreement, the Company terminated the 2017 Credit Facility, including its spring-forward provision that would have accelerated the maturity of the facility to December 17, 2020. The weighted-average annual interest rate on borrowings under the 2017 Revolver was approximately 3.54% during the nine months ended September 30, 2020. At December 31, 2019, the balance outstanding on the 2017 Revolver of $114 million was included in “Current maturities of long-term debt” on the Condensed Consolidated Balance Sheet. Convertible Notes On June 15, 2016, the Company issued $200 million of 2.875% Convertible Senior Notes due June 15, 2021 (the “Convertible Notes”) in a private placement offering. On August 19, 2020, the Company used proceeds from the Term Loan B to repurchase $130.1 million aggregate principal amount of the Convertible Notes for an aggregate purchase price of $132.4 million (including accrued and unpaid interest to the repurchase date). At September 30, 2020, $69.9 million ($66.8 million net of unamortized discount and debt issuance costs) of the Convertible Notes remain outstanding and are included in “Current maturities of long-term debt” on the Condensed Consolidated Balance Sheet. The Company will repurchase or retire at or before maturity the remaining Convertible Notes and repay the principal balance using proceeds from the Term Loan B, which are currently held in a restricted cash account for this purpose. The Convertible Notes are unsecured obligations of the Company and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company. The Convertible Notes bear interest at a rate of 2.875% per year, payable in cash semi-annually in June and December. Prior to January 15, 2021, the Convertible Notes are convertible only under certain circumstances including upon the occurrence of specified corporate events. On or after January 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. The Convertible Notes will be convertible at an initial conversion rate of 33.0579 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $30.25. The conversion rate will be subject to adjustment for some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company is required to increase, in certain circumstances, the conversion rate for a holder who elects to convert their Convertible Notes in connection with such a corporate event including customary conversion rate adjustments in connection with a “make-whole fundamental change” described in the indenture. Upon conversion, and at the Company’s election, the Company may satisfy its conversion obligation with cash, shares of its common stock or a combination thereof. As of September 30, 2020, the conversion provisions of the Convertible Notes have not been triggered and none of the notes have been converted. 2017 Senior Notes On April 20, 2017, the Company issued $500 million in aggregate principal amount of 6.875% Senior Notes due 2025 (the “2017 Senior Notes”) in a private placement offering. Interest on the 2017 Senior Notes is payable in arrears semi-annually in May and November of each year, beginning in November 2017. Prior to May 1, 2020, the Company could have redeemed the 2017 Senior Notes under certain conditions described in the agreement. Since May 1, 2020, the Company may redeem the 2017 Senior Notes at specified redemption prices described in the indenture. Upon a change of control, holders of the 2017 Senior Notes may require the Company to repurchase all or part of the 2017 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. The 2017 Senior Notes are senior unsecured obligations of the Company and are guaranteed by substantially all of the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2017 Credit Facility, as defined below. In addition, the indenture for the 2017 Senior Notes provides for customary covenants, including events of default and restrictions on the payment of dividends and share repurchases. Interest Expense Interest expense as reported in the Condensed Consolidated Statements of Operations consisted of the following:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(in thousands) | 2020 | 2019 |  | 2020 | 2019
Cash interest expense: |  |  |  |  |
Interest on 2017 Senior Notes | $ | 8,594 |  | $ | 8,594 |  |  | $ | 25,781 |  | $ | 25,781 |
Interest on Term Loan B | 2,919 |  | — |  |  | 2,919 |  | — |
Interest on 2020 Revolver | 26 |  | — |  |  | 26 |  | — |
Interest on 2017 Credit Facility | 588 |  | 3,385 |  |  | 5,341 |  | 9,712 |
Interest on Convertible Notes | 995 |  | 1,438 |  |  | 3,870 |  | 4,313 |
Other interest | 577 |  | 540 |  |  | 1,616 |  | 1,656 |
Cash portion of loss on extinguishment | 786 |  | — |  |  | 786 |  | — |
Total cash interest expense | 14,485 |  | 13,957 |  |  | 40,339 |  | 41,462 |
Non-cash interest expense:(a) |  |  |  |  |
Amortization of discount and debt issuance costs on Convertible Notes | 2,073 |  | 2,734 |  |  | 7,870 |  | 8,013 |
Amortization of debt issuance costs on Term Loan B | 253 |  | — |  |  | 253 |  | — |
Amortization of debt issuance costs on 2020 Revolver | 64 |  | — |  |  | 64 |  | — |
Amortization of debt issuance costs on 2017 Credit Facility | 198 |  | 401 |  |  | 1,002 |  | 1,150 |
Amortization of debt issuance costs on 2017 Senior Notes | 229 |  | 213 |  |  | 674 |  | 627 |
Non-cash portion of loss on extinguishment | 8,311 |  | — |  |  | 8,311 |  | — |
Total non-cash interest expense | 11,128 |  | 3,348 |  |  | 18,174 |  | 9,790 |
Total interest expense | $ | 25,613 |  | $ | 17,305 |  |  | $ | 58,513 |  | $ | 51,252 |
____________________________________________________________________________________________________ (a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2017 Senior Notes, Term Loan B and the Convertible Notes were 7.13%, 6.50% and 9.39%, respectively, for the nine months ended September 30, 2020.

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- 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. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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