| DEBT | DEBT Our outstanding debt at June 30, 2017 and December 31, 2016 was as follows: June 30, December 31, Current Revolving facility and other short-term borrowings $ 374,000 $ 407,500 Current maturities of long-term debt 1,481,250 506,250 Less: unamortized debt issuance costs (11,930 ) (2,340 ) Current maturities of long-term debt, net of unamortized debt issuance costs 1,469,320 503,910 Current debt, net of unamortized debt issuance costs $ 1,843,320 $ 911,410 Long-Term Term Loan: $1,000,000 term loan (interest at LIBOR plus a floating margin) $ — $ 300,000 Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin) 481,250 500,000 Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 4.65% to 5.80%) 800,000 800,000 Second Senior Notes: $200,000 senior notes (fixed interest of 5.03%) 200,000 200,000 Less: unamortized debt issuance costs — (5,827 ) Less: current maturities of long-term debt (1,481,250 ) (506,250 ) Long-term debt, net of unamortized debt issuance costs $ — $ 1,287,923 Committed Facilities —We have a five -year, $1,150,000 committed revolving credit facility (the “Revolving Facility”) with Bank of America N.A. (“BofA”), as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and TD Securities, each as syndication agents, which expires in October 2018. The Revolving Facility had a $230,000 financial letter of credit sublimit at June 30, 2017 . However, as a result of the amendments described below, effective August 9, 2017 , the financial letter of credit sublimit was replaced with a $100,000 total letter of credit sublimit. At June 30, 2017 , we had $204,000 and $67,211 of outstanding borrowings and letters of credit ( none of which were financial letters of credit) under the facility, respectively, providing $878,789 of available capacity, of which $32,789 was available for letters of credit based on our new total letter of credit sublimit. We also have a five -year, $800,000 committed revolving credit facility (the “Second Revolving Facility”) with BofA, as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole and Bank of Tokyo Mitsubishi UFJ, each as syndication agents, which expires in July 2020. The Second Revolving Facility supplements our Revolving Facility, and had a $50,000 financial letter of credit sublimit at June 30, 2017 . However, as a result of the amendments described below, effective August 9, 2017 , the financial letter of credit sublimit was replaced with a $100,000 total letter of credit sublimit. At June 30, 2017 , we had $170,000 and $72,445 of outstanding borrowings and letters of credit (including $2,757 of financial letters of credit) under the facility, respectively, providing $557,555 of available capacity, of which $27,555 was available for letters of credit based on our new total letter of credit sublimit. During the six months ended June 30, 2017 , maximum outstanding borrowings under our Revolving Facility and Second Revolving Facility (together, “Committed Facilities”) were approximately $1,700,000 . We are assessed quarterly commitment fees on the unutilized portion of the facilities as well as letter of credit fees on outstanding letters of credit. Through the date of the amendments described below, the interest, commitment fee, and letter of credit fee percentages were based on our quarterly leverage ratio and interest on borrowings under the facilities was assessed at either prime plus an applicable floating margin ( 4.25% and 1.50% , respectively at June 30, 2017 ), or LIBOR plus an applicable floating margin ( 1.23% and 2.50% , respectively at June 30, 2017 ). However, as a result of the amendments, effective August 9, 2017 , interest on borrowings under the amended facilities will be assessed at either prime plus 4.00% or LIBOR plus 5.00% . In addition, our fees for financial and performance letters of credit will be 5.00% and 3.50% , respectively. During the six months ended June 30, 2017 , our weighted average interest rate on borrowings under the Revolving Facility and Second Revolving Facility was approximately 3.3% and 4.9% , respectively, inclusive of the applicable floating margin. The Committed Facilities have financial and restrictive covenants described further below. Uncommitted Facilities —We also have various short-term, uncommitted letter of credit facilities (the “Uncommitted Facilities”) across several geographic regions, under which we had $1,624,089 of outstanding letters of credit as of June 30, 2017 . Term Loans —On February 13, 2017, we paid the remaining $300,000 of principal on our four -year, $1,000,000 unsecured term loan (the “Term Loan”) with BofA as administrative agent. Interest was based upon LIBOR plus an applicable floating margin for the period ( 0.98% and 2.25% , respectively). In conjunction with the repayment of the Term Loan, we also settled our associated interest rate swap that hedged against a portion of the Term Loan, which resulted in a weighted average interest rate of approximately 2.6% during the first quarter 2017. At June 30, 2017 , we had $481,250 outstanding under a five -year, $500,000 term loan (the “Second Term Loan”) with BofA as administrative agent. Interest and principal under the Second Term Loan is payable quarterly in arrears beginning in June 2017, and through the date of the amendments described below, bore interest at LIBOR plus an applicable floating margin ( 1.23% and 2.50% , respectively at June 30, 2017 ). However, as a result of the amendments, effective August 9, 2017 , interest will be assessed at either prime plus 4.00% or LIBOR plus 5.00% . During the six months ended June 30, 2017 , our weighted average interest rate on the Second Term Loan was approximately 3.1% , inclusive of the applicable floating margin. Future annual maturities for the Second Term Loan are $37,500 , $75,000 , $75,000 and $293,750 for 2017 , 2018 , 2019 , and 2020 , respectively. The Second Term Loan has financial and restrictive covenants described further below. Senior Notes— We have a series of senior notes totaling $800,000 in aggregate principal amount outstanding as of June 30, 2017 (the “Senior Notes”). The Senior Notes include Series A through D and contained the following terms at June 30, 2017 : • Series A—Interest due semi-annually at a fixed rate of 4.65% , with principal of $150,000 due in December 2017 • Series B—Interest due semi-annually at a fixed rate of 5.07% , with principal of $225,000 due in December 2019 • Series C—Interest due semi-annually at a fixed rate of 5.65% , with principal of $275,000 due in December 2022 • Series D—Interest due semi-annually at a fixed rate of 5.80% , with principal of $150,000 due in December 2024 On July 28, 2017, we utilized $211,800 of the proceeds from the sale of the Capital Services Operations to repay a portion of each series of senior notes in the following amounts: (Series A - $44,600 , Series B - $58,200 , Series C - $78,500 and Series D - $30,500 ). The repayment dates for the remaining principal amounts remained the same. We also have senior notes totaling $200,000 in aggregate principal amount outstanding as of June 30, 2017 (the “Second Senior Notes”) with BofA as administrative agent. At June 30, 2017 , interest was due semi-annually at a fixed rate of 5.03% , with principal of $200,000 due in July 2025 . On July 28, 2017, we utilized $57,100 of the proceeds from the sale of the Capital Services Operations to repay a portion of the Second Senior Notes. The repayment date for the remaining principal amount remained the same. The Senior Notes and Second Senior Notes (together, the “Notes”) have financial and restrictive covenants described further below. Further, as a result of the amendments described below, our fixed interest rate on the amended Notes was increased by an incremental 2.50% over the rates in effect immediately prior to such amendments. The amended Notes also include provisions relating to our credit profile, which if not maintained will result in an incremental annual cost of up to 1.50% of the outstanding balance under the Notes. Further, the Notes include provisions relating to our leverage, which if not maintained, could result in an incremental annual cost of up to 1.00% (or 0.50% depending on our leverage level) of the outstanding balance under the Notes, provided that the incremental annual cost related to our credit profile and leverage cannot exceed 2.00% per annum. Finally, the Notes are subject to a make-whole premium in connection with certain prepayment events. Compliance and Other —On February 24, 2017, and effective for the period ended December 31, 2016, we amended our Revolving Facility, Second Revolving Facility, and Second Term Loan (collectively, “Bank Facilities”) and Notes (collectively, with Bank Facilities, “Senior Facilities”). The amendments: • Established a new maximum leverage ratio of 3.50 at December 31, 2016, decreasing to 3.00 at December 31, 2017, or 45 days subsequent to the closing of the sale of our Capital Services Operations (the “Closing Date”), if earlier. • Established a new minimum net worth of $1,201,507 , maintained our required fixed charge coverage ratio at 1.75 , and reduced our Revolving Facility from $1,350,000 to $1,150,000 at the Closing Date. • Included other financial and restrictive covenants, including restrictions regarding subsidiary indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, and restrictions on dividend payments and share repurchases, among other restrictions. On May 8, 2017, and effective for the period ended March 31, 2017, we further amended our Senior Facilities. The amendments: • Required us to secure the Senior Facilities through the pledge of cash, accounts receivable, inventory, fixed assets, and stock of subsidiaries, which was in the process of being completed as of June 30, 2017. • Required us to repay portions of the Senior Facilities with all of the net proceeds from the sale of our Capital Services Operations, the issuance of any unsecured debt that is subordinate (“Subordinated Debt”) to the Senior Facilities, the issuance of any equity securities, or the sale of any assets. • Established new maximum leverage ratios for borrowings under the Senior Facilities as follows: 4.00 at March 31, 2017; 4.50 at June 30, 2017 and September 30, 2017; 3.00 at December 31, 2017 and March 31, 2018; and 2.50 at June 30, 2018. • Established total maximum leverage ratios (in addition to those established for the Senior Facilities) for all borrowings among the Senior Facilities and any Subordinated Debt as follows: 5.25 at June 30, 2017; 6.00 at September 30, 2017; 4.00 at December 31, 2017 and March 31, 2018; 3.25 at June 30, 2018; and 3.00 at September 30, 2018. • Prohibited mergers and acquisitions, open-market share repurchases, and increases to dividends until our leverage ratio is below 3.00 for two consecutive quarters. As a result of the project impacts in the second quarter 2017 (discussed further in Note 14), as of June 30, 2017, we would not have been in compliance with the previously amended financial covenants for our Senior Facilities, without certain waivers and amendments. Accordingly, effective August 9, 2017 (the “Effective Date”), and effective for the period ended June 30, 2017, we are further amending our Senior Facilities. The amendments, which are subject to final documentation, waive our noncompliance with our existing covenants as of June 30, 2017 and certain other defaults and events of default. In addition, the amendments: • Eliminate our Minimum Net Worth covenant required by our previous amendments. • Require minimum levels of trailing 12-month earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined by the amendments, as follows: $500,000 at September 30, 2017; $550,000 at December 31, 2017; $500,000 at March 31, 2018; $450,000 at June 30, 2018 and September 30, 2018; and $425,000 at December 31, 2018 and thereafter (“Minimum EBITDA”). Trailing 12-month EBITDA for purposes of determining compliance with the Minimum EBITDA covenant will be adjusted to exclude: an agreed amount attributable to any restructuring or integration charges during the third and fourth quarters of 2017; an agreed amount attributable to previous charges on certain projects which occurred during the first and second quarters of 2017; and an agreed amount for potential future charges for the same projects if they were to be incurred during the third and fourth quarters of 2017 (collectively, the “EBITDA Addbacks”). • Provide for the replacement of our previous maximum leverage ratio and minimum fixed charge ratio with a new maximum leverage ratio of 1.75 (“Maximum Leverage Ratio”) and new minimum fixed charge coverage ratio of 2.25 (“Minimum Fixed Charge Coverage Ratio”), which are temporarily suspended and will resume as of March 31, 2018. Trailing 12-month EBITDA for purposes of determining compliance with the Maximum Leverage Ratio and consolidated net income for purposes of determining compliance with the Minimum Fixed Charge Coverage Ratio will be adjusted for the EBITDA Addbacks. • Require us to execute on our plan to market and sell our Technology Operations by December 27, 2017 (the “Technology Sale”), with an extension of up to 60 days at the discretion of the holders of a majority of the outstanding Notes and at the discretion of the administrative agents of the Bank Facilities. • Require us to maintain a minimum aggregate availability under our Revolving Facility and Second Revolving Facility, including borrowings and letters of credit, of $150,000 at all times from the Effective Date through the date of the Technology Sale, and $250,000 thereafter (“Minimum Availability”). Our amendments require the net cash proceeds from the Technology Sale be used to repay our Senior Facilities (“Mandatory Repayment Amount”). Further, our aggregate capacity under the Revolving Facility and Second Revolving Facility will be reduced by seventy percent ( 70% ) of the portion of the Mandatory Repayment Amount allocable to the Revolving Facility and Second Revolving Facility, upon closing the Technology Sale and certain other mandatory prepayment events. • Limit the amount of certain of our funded indebtedness to $3,000,000 prior to the Technology Sale and $2,900,000 thereafter, in each case, subject to reduction pursuant to scheduled repayments and mandatory prepayments thereof (but, with respect to the Revolving Facility and Second Revolving Facility, only to the extent the commitments have been reduced by such prepayments) made by us after the Effective Date. • Prohibit mergers and acquisitions, open-market share repurchases and dividend payments and certain inter-company transactions. • Replace the previous financial letter of credit sublimits for our Revolving Facility and Second Revolving Facility with a $100,000 letter of credit sublimit for each, as described further above. • Adjust the interest rates on our Senior Facilities, as described further above. As discussed above, our amended covenants require, among other things, the completion of our plan to sell the Technology Operations. Further, we are required to comply with various new restrictive and financial covenants, including the Minimum EBITDA and Minimum Availability covenants. Although we received temporary suspension of our Maximum Leverage Ratio and Minimum Fixed Charge Coverage Ratio, these covenants will resume effective March 31, 2018. Based on our forecasted EBITDA and cash flows, we project that future compliance with certain covenants subsequent to December 31, 2017 will require the completion of the Technology Sale and associated net proceeds consistent with our expectations. Accordingly, debt of approximately $1,200,000 , which by its terms is due beyond one year and would otherwise be shown as long-term, has been classified as current, as certain factors regarding our compliance with such covenants is beyond our control. In addition to providing letters of credit, we also issue surety bonds in the ordinary course of business to support our contract performance. At June 30, 2017 , we had $358,739 of outstanding surety bonds in support of our projects. In addition, we had $473,194 of surety bonds maintained on behalf of our former Capital Services Operations, for which we have received an indemnity from CSVC. We also continue to maintain guarantees on behalf of our former Capital Services Operations in support of approximately $166,000 of backlog, for which we have also received an indemnity. Capitalized interest was insignificant for the six months ended June 30, 2017 and 2016 . |
