| DEBT | DEBT Our outstanding debt at September 30, 2017 and December 31, 2016 was as follows: September 30, December 31, Current Revolving facilities and other short-term borrowings $ 896,856 $ 407,500 Current maturities of long-term debt 1,193,537 506,250 Less: unamortized debt issuance costs (10,480 ) (2,340 ) Current maturities of long-term debt, net of unamortized debt issuance costs 1,183,057 503,910 Current debt, net of unamortized debt issuance costs $ 2,079,913 $ 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) 462,500 500,000 Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 7.15% to 8.30%) 588,154 800,000 Second Senior Notes: $200,000 senior notes (fixed interest of 7.53%) 142,883 200,000 Less: unamortized debt issuance costs — (5,827 ) Less: current maturities of long-term debt (1,193,537 ) (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 has a $100,000 total letter of credit sublimit. At September 30, 2017 , we had $553,531 and $45,049 of outstanding borrowings and letters of credit, respectively, under the facility, providing $551,420 of available capacity, of which $54,951 was available for letters of credit based on our 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 has a $100,000 total letter of credit sublimit. At September 30, 2017 , we had $343,325 and $73,262 of outstanding borrowings and letters of credit, respectively, under the facility, providing $383,413 of available capacity, of which $26,738 was available for letters of credit based on our total letter of credit sublimit. Maximum outstanding borrowings under our Revolving Facility and Second Revolving Facility (together, “Committed Facilities”) during the nine months ended September 30, 2017 , 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. Interest on borrowings is assessed at either prime plus 4.00% or LIBOR plus 5.00% . In addition, our fees for financial and performance letters of credit are 5.00% and 3.50% , respectively. During the nine months ended September 30, 2017 , our weighted average interest rate on borrowings under the Revolving Facility and Second Revolving Facility was approximately 4.90% and 7.90% , respectively, inclusive of the applicable floating margin. The Committed Facilities have financial and restrictive covenants described further below. As a result of the August 9, 2017 amendment described below, the proceeds from the sale of our Technology Operations are required to be used to repay our debt obligations. Uncommitted Facilities —We also have various short-term, uncommitted letter of credit facilities (the “Uncommitted Facilities”) across several geographic regions, under which we had $1,548,445 of outstanding letters of credit as of September 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 on 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% for the period. At September 30, 2017 , we had $462,500 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, and interest is assessed at either prime plus 4.00% or LIBOR plus 5.00% . During the nine months ended September 30, 2017 , our weighted average interest rate on the Second Term Loan was approximately 4.80% , inclusive of the applicable floating margin. Future annual maturities for the Second Term Loan are $18,750 , $75,000 , $75,000 and $293,750 for 2017 , 2018 , 2019 , and 2020 , respectively. As a result of the August 9, 2017 amendment described below, the proceeds from the sale of our Technology Operations are required to be used to repay our debt obligations. The Second Term Loan has financial and restrictive covenants described further below. Senior Notes— We have a series of senior notes totaling $588,154 in aggregate principal amount outstanding as of September 30, 2017 (the “Senior Notes”). The Senior Notes include Series A through D and contained the following terms at September 30, 2017 : • Series A—Interest due semi-annually at a fixed rate of 7.15% , with principal of $105,396 due in December 2017 • Series B—Interest due semi-annually at a fixed rate of 7.57% , with principal of $166,779 due in December 2019 • Series C—Interest due semi-annually at a fixed rate of 8.15% , with principal of $196,515 due in December 2022 • Series D—Interest due semi-annually at a fixed rate of 8.30% , with principal of $119,464 due in December 2024 The principal balances above reflect the use of $211,846 of the proceeds from the sale of our Capital Services Operations to repay a portion of each series of senior notes during the third quarter 2017 in the following amounts: Series A - $44,604 , Series B - $58,221 , Series C - $78,485 and Series D - $30,536 . As a result of the August 9, 2017 amendment described below, the proceeds from the sale of our Technology Operations are required to be used to repay our debt obligations. We also have senior notes totaling $142,883 in aggregate principal amount outstanding as of September 30, 2017 (the “Second Senior Notes”) with BofA as administrative agent. Interest is payable semi-annually at a fixed rate of 7.53% , with principal of $142,883 due in July 2025 . The principal balance reflects the use of $57,100 of the proceeds from the sale of the Capital Services Operations to repay a portion of the Second Senior Notes. As a result of the August 9, 2017 amendment described below, the proceeds from the sale of our Technology Operations are required to be used to repay our debt obligations. The Senior Notes and Second Senior Notes (together, the “Notes”) have financial and restrictive covenants described further below. The 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% (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, certain real property, and stock of subsidiaries, which was in the process of being completed as of September 30, 2017, and will result in substantially all of our assets, subject to customary exceptions, being pledged as collateral for our Senior Facilities. • 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. On August 9, 2017, (the “Effective Date”), and effective for the period ended June 30, 2017, we further amended our Senior Facilities. The amendments waived 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 is 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 Committed Facilities, 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 proceeds from the Technology Sale be used to repay our Senior Facilities (“Mandatory Repayment Amount”). Further, our aggregate capacity under the Committed Facilities will be reduced by seventy percent ( 70% ) of the portion of the Mandatory Repayment Amount allocable to the Committed Facilities, 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 Committed Facilities, 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 total $100,000 letter of credit sublimit for each. • Adjust the interest rates on our Senior Facilities to the rates described further above. As discussed above, our amended covenants require, among other things, the completion of our plan to sell the Technology Operations and utilization of the proceeds to repay our outstanding debt obligations. 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. At September 30, 2017, we were in compliance with all of our amended restrictive and financial covenants. 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 $1,000,000 , 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. It is our intention to execute the actions necessary to enable us to maintain compliance with the financial and other covenants described above. In July we initiated the steps necessary to market and sell our Technology Operations and are on schedule with our plan. We expect to receive final offers for the business by late November 2017, and based on the information available at this time, we believe that we will complete the transaction with sufficient proceeds to satisfy our obligation under the terms of our amendments. Although the timing required to close such a transaction remains uncertain, if we enter into a transaction on the required timeline, we expect that we will be able to obtain an extension of time from the administrative agents for our Bank Facilities and holders of a majority of the outstanding Notes to complete the Technology Sale. We believe we will accomplish our plans to maintain compliance with our financial and other covenants, and will be successful renewing or replacing the capacity available under our Revolving Facility (which expires in October 2018) and Second Revolving Facility through traditional or alternative financing options, including private or public funding sources. See “Liquidity and Capital Resources” within Item 2 for further discussion. In addition to providing letters of credit, we also issue surety bonds in the ordinary course of business to support our contract performance. At September 30, 2017 , we had $375,828 of outstanding surety bonds in support of our projects. In addition, we had $419,914 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 $99,000 of backlog, for which we have also received an indemnity. Capitalized interest was insignificant for the nine months ended September 30, 2017 and 2016 . |
