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Debt (Tables) | 12 Months Ended
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Dec. 31, 2017
Debt Disclosure [Abstract] |
Schedule of Debt | The TPG Term Loan was amended as follows:
Amendment Date and Title | Reason for Amendment | Significant Changes to the TPG Term Loan
August 22, 2016. TPG First Amendment | To facilitate waiver of events of default triggered by the Company's delay in filing Form 10-Q for the period ended June 30, 2016 and failure to disclose a litigation | • Provided certain waivers under the credit agreements related to the delayed Form 10-Q filing for the period ended June 30, 2016 and a failure to disclose litigation; • Required the establishment of a separate reserve of $12.5 million against borrowing base availability under the Wells Fargo Credit Agreement until the Company’s aforementioned Form 10-Q is filed with the SEC, at which time the amount of the reserve is reduced to $7.5 million; and • The Company agreed to pay an amendment fee of $3.0 million payable on the TPG Term Loan maturity date.
December 19, 2016. TPG Second Amendment | To facilitate waiver of event of default triggered by the Company's failure to meet minimum EBITDA required for the month ended October 31, 2016 | • Made permanent the $12.5 million reserve against the Wells Fargo borrowing base availability as discussed in the Wells Fargo Credit Agreement section above; • Provided the Company with a prepayment right upon 10 business days’ notice; • Required the Company to engage a third-party consulting firm to confirm various forecasts and projections for the benefit of the lenders; • Required the Company to pay a waiver fee of $2.3 million payable on December 19, 2016 and an amendment fee of $8.4 million payable on the TPG Term Loan maturity date which would be reduced to (i) $6.1 million if principal and interest was paid in full on or prior to March 31, 2017 or (ii) $5.1 million if paid in full by February 28, 2017; and • The Company paid a legal fee of $0.4 million.
February 6, 2017. Limited Waiver Agreement | To facilitate waiver of various Events of Default triggered by resignation of the Company's auditor and removal of audit opinion on the Company's 2015 and 2014 consolidated financial statements | • Waived various events of default related to resignation of the Company's external auditors; • Provided the lenders with the right to charge additional interest of 2% per annum even though events of default had been waived; and • Agreed that the outstanding principal amount of the TPG Term Loan was $71.4 million, comprised of the original amount of $60.0 million, the $3.0 million fee from the August 22, 2016 Amendment and the $8.4 million fee from the December 19, 2016 Amendment.
The Company's outstanding debt consisted of the following:
(in thousands) |  | As of December 31,
|  |  |  |  |  | 2015 |  | 2014
Description of Debt |  | 2017 |  | 2016 |  | (Restated) |  | (Restated)
Short-Term Debt: |  |  |  |  |  |  |  |
Current portion of Wells Fargo Term Loan |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,667 |
Current portion of TPG Term Loan |  | — |  |  | 750 |  |  | — |  |  | — |
Wells Fargo Revolving Credit Facility |  | 37,055 |  |  | 12,774 |  |  | — |  |  | — |
Total Short-Term Debt |  | $ | 37,055 |  |  | $ | 13,524 |  |  | $ | — |  |  | $ | 1,667 |
Long-Term Debt: |  |  |  |  |  |  |  |
Senior Secured Credit Facility - Wells Fargo Revolving Credit Facility |  | $ | — |  |  | $ | — |  |  | $ | 97,299 |  |  | $ | 78,030 |
Wells Fargo Term Loan |  | — |  |  | — |  |  | — |  |  | 2,361
Unsecured Senior Notes |  | 55,000 |  |  | 55,000 |  |  | 55,000 |  |  | — |
TPG Term Loan |  | — |  |  | 70,650 |  |  | — |  |  | — |
Less Unamortized Debt Issuance Costs * |  | (561 | ) |  | (15,258 | ) |  | (1,195 | ) |  | — |
Total Long-Term Debt |  | $ | 54,439 |  |  | $ | 110,392 |  |  | $ | 151,104 |  |  | $ | 80,391 |
* | Unamortized financing costs and deferred fees on the Wells Fargo revolving credit facility are not presented in the above table as they are classified as “Current Assets” on the Consolidated Balance Sheets. Debt issuance costs incurred, including gross waiver fees (primarily paid to the lenders), were $0.9 million, $17.2 million, $1.5 million and $0.2 million in 2017, 2016, 2015 and 2014, respectively.
• | Provides for customary events of default (subject in c
Schedule of Maturities of Long-term Debt | The schedule of remaining principal maturities of Long-Term Debt is as follows:
(in thousands) |  |
Year Ending December 31, |  | Maturities of Long-Term Debt
2018 |  | $ | — |
2019 |  | — |
2020 |  | 55,000 |
Total |  | $ | 55,000 |
Schedule of Line of Credit Facilities | Information regarding amounts borrowed under the Wells Fargo Credit Agreement includes the following:
(in thousands, except interest rate) |  | As of December 31,
|  |  |  |  |  | 2015 |  | 2014
Description |  | 2017 |  | 2016 |  | (Restated) |  | (Restated)
Average borrowings under Wells Fargo Revolving Credit Facility |  | $ | 26,662 |  |  | $ | 44,335 |  |  | $ | 96,390 |  |  | $ | 53,250 |
Average Interest Cost on Wells Fargo Revolving Credit Facility |  | 6.85 | % |  | 2.75 | % |  | 1.96 | % |  | 2.36 | %
Accrued and unpaid interest |  | $ | 90 |  |  | $ | 24 |  |  | $ | 86 |  |  | $ | 105 |
LIBOR loan interest rate |  | 4.51 | % |  | 2.71 | % |  | 1.84 | % |  | 1.66 | %
Wells Fargo Prime Rate (Base Rate) loan interest rate |  | 6.00 | % |  | 4.25 | % |  | 3.50 | % |  | 3.25 | %
The most significant changes are summarized in the table below:
Amendment Date and Title | Reason for Amendment | Significant Changes to the Wells Fargo Credit Agreement
April 1, 2014. Amended Wells Fargo Credit Agreement | To finance acquisition of 3PI | • Increased maximum borrowing under the under the revolving credit facility to $90.0 million; • Added a $5.0 million term loan with interest at either Wells Fargo's prime rate plus 3.00% per annum or LIBOR plus 4.50% per annum payable in 36 equal monthly installments beginning June 1, 2014; • Added a letter of credit sub-facility; • Increased fixed charge coverage ratio minimum to 1.2 to 1.0; added debt leverage ratio cap of 4.0 to 1.0 for as long as term loan is outstanding.
September 30, 2014 and February 11, 2015. Wells Fargo Credit Agreement II | To increase capacity of Wells Fargo Credit Agreement | • Increased maximum borrowing under the under the revolving credit facility to $100.0 million on September 30, 2014. • Increased maximum borrowing under the under the revolving credit facility to $125.0 million on February 11, 2015.
April 29, 2015. Amended Wells Fargo Credit Agreement III | To facilitate Issuance of the Unsecured Senior Notes | • Accelerated maturity date to no earlier than December 31, 2016 and no later than January 31, 2018, to ensure that it matures prior to repayment of the Unsecured Senior Notes; • $5.0 million Wells Fargo term loan was repaid.
June 28, 2016. Second Amended and Restated Credit Agreement (the “June 28, 2016 Agreement”) | To facilitate issuance of TPG Term Loan | • Decreased maximum borrowing under the revolving credit facility to $75.0 million from $125.0 million in response to issuance of TPG Term Loan; • Increased the margin on LIBOR loans to plus 1.75% - 2.25% per annum; • Eliminated the fixed charge coverage ratio covenant; • Amended maturity date to the earliest of (i) June 28, 2021, (ii) the maturity date of the Term Loan Credit Agreement or (iii) 90 days prior to the final maturity of the Unsecured Senior Notes (January 31, 2018); • Required cash collections from customers to be swept from the Company’s controlled accounts to Wells Fargo’s accounts on a daily basis; • The Company paid an amendment fee of $0.2 million.
August 22, 2016. First Amendment and Waivers to the June 28, 2016 Agreement | To consider implications of various events of default | • Provided for certain waivers related to the failure to disclose litigation and the Company’s delay in filing its Form 10-Q for the period ended June 30, 2016; • Reduced borrowing base by $12.5 million to be reduced to $7.5 million upon filing the Form 10-Q for the period ended June 30, 2016.
December 16, 2016. Waiver to June 28, 2016 Agreement | To consider implications of various events of default | • Provided for certain waivers for events of default due to the Company's failure to timely deliver the monthly financial statements and required certificates for the month ended October 31, 2016, provided that such documents were delivered by December 19, 2016.
December 19, 2016. Second Amendment and Waivers to the June 28, 2016 Agreement | To consider implications of various events of default | • Made the $12.5 million borrowing base reserve permanent; • Provided for certain waivers related to the Company’s non-compliance with the TPG Agreement’s minimum trailing twelve months EBITDA maintenance covenant; • The Company paid an amendment fee of $0.1 million.
February 10, 2017, effective as of February 6, 2017. Limited Waiver Agreement to the June 28, 2016 Agreement (“Limited Waiver”) | To consider implications of various events of default | • Provided waiver for various events of default including identified material weaknesses in internal control through February 28, 2017; • Wells Fargo reserved the right to increase the interest rate by 200 basis points (2%) effective January 27, 2017, though the interest rate was not increased; • Provided Wells Fargo with access to additional financial information including cash flow forecasts and budgets.
February 28, 2017, effective as of February 6, 2017. First Amendment to Limited Waiver | To refine provisions of Limited Waiver to June 28, 2016 Agreement | • Established minimum financial metrics related to liquidity and cash which were required to be maintained through March 3, 2017; • Extended the Limited Waiver to March 3, 2017.
March 9, 2017, effective as of February 6, 2017. Second Amendment to Limited Waiver | To refine provisions of Limited Waiver to June 28, 2016 Agreement | • Extended the Limited Waiver to March 10, 2017.
March 31, 2017, effective as of February 7, 2017. Third Amendment to Limited Waiver | To facilitate changes necessary due to Weichai SPA | • Modified certain changes in control and other definitions to permit issuance of securities to Weichai and pay off TPG Term Loan; • Increased the interest rate by 200 basis points (2%) effective April 1, 2017 until the Company’s restated 2016 audited financial statements are filed; • Reduced available borrowing under the revolving credit facility to $40.0 million (maximum borrowing amount of $65.0 million less a reserve of $25.0 million); • Deferred loan maturity date to March 31, 2018 (or February 15, 2018 if Series B Convertible Preferred Stock issued to Weichai has not converted into Common Stock); • Made certain adjustments to the borrowing base provisions to the assets against which borrowings may be made; • Permanently waived certain representations, required information and other defaults; • Extended the deadline for the Company to file delinquent SEC periodic and annual reports; • Required the Company to retain third-party adviser to assist with developing and providing certain financial data; • The Company paid an amendment fee of $0.7 million.
July 17, 2017. Fourth Amendment to the June 28, 2016 Agreement | To facilitate changes to availability, commitment fee and interest rate terms | • Increases available borrowing under the revolving credit facility to $52.5 million (maximum borrowing amount of $65.0 million less a reserve of $12.5 million); • Reduced the incremental interest rate by 100 basis points (1%) from 200 basis points (2%) until the Company’s 2016 audited financial statements have been provided.
October 3, 2017. Consent and Fifth Amendment to the June 28, 2016 Agreement | To facilitate an acquisition | • Increased available borrowing under the revolving credit facility to $58.75 million (maximum borrowing amount of $65.0 million less a reserve of $6.25 million).
March 29, 2018. Sixth Amendment and Waiver to the June 28, 2016 Agreement | To consider implications of various events of default | • Increased the maximum borrowing under the revolving credit facility to $75.0 million from $65.0 million; • Modified the reserve against the maximum borrowing under the revolving credit facility to the greater of $6.5 million and 10% of borrowing base, but no more than $7.5 million on or prior to September 30, 2018 and thereafter equal to $9.0 million; • Extended the maturity date of the facility to the earlier of March 31, 2021 or 60 days prior to the final maturity of the Unsecured Senior Notes, which were extended to January 1, 2020, resulting in a maturity date of November 2, 2019 on the Wells Fargo revolving credit facility. • The revolving credit facility will continue to bear interest at a per annum rate equal to 100 basis points (1%) above the per annum rate otherwise applicable under the credit agreement until the Company has completed all filings required to be made with the SEC; • The Company paid an amendment fee of $0.8 million.

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