DEBT | DEBT Senior Notes —In April 2013, we issued $150 million aggregate principal amount of senior notes (the "Notes") pursuant to a note purchase agreement entered into in August 2012. As of September 30, 2016 (and prior to our repayment of $15 million of the Notes in October 2016 as described below), the Notes consist of the following series: • $60 million of Senior Notes, Series A, due April 16, 2020 • $45 million of Senior Notes, Series B, due April 14, 2023 • $45 million of Senior Notes, Series C, due April 16, 2025 On October 31, 2016, we entered into a revised note purchase agreement governing the Notes. Under the previous agreement, we were subject to financial covenants consisting of a maximum leverage ratio and minimum fixed charge coverage ratio as specified in the note purchase agreement. We were not in compliance with these financial covenants as of March 31, 2016, June 30, 2016, or September 30, 2016. Under a series of waivers entered into during the first nine months of 2016 and the revised note purchase agreement, the holders of the Notes permanently waived the requirement that we comply with these financial covenants for the quarters ended March 31, 2016, June 30, 2016, and September 30, 2016 (and agreed that any noncompliance with these covenants for the quarters ended March 31, 2016, June 30, 2016, and September 30, 2016, will not constitute a default or event of default under the agreement). As part of these waivers, our interest rates on the Notes increased several times over the first nine months of the year. As of September 30, 2016, interest rates on the Notes were 3.5% above the original coupon rates, resulting in an interest rate of 6.73% for the Series A Notes, 7.63% for the Series B Notes, and 7.78% for the Series C Notes. In September 2016, we agreed to repay $15 million aggregate principal amount of the Notes, and related accrued interest through September 30, 2016. These amounts were paid on October 3, 2016. Accordingly, $15 million of the Notes, net of debt issuance costs of $0.3 million , is classified as a current liability as of September 30, 2016. Under the revised agreement, we granted to the collateral agent for the Noteholders a first lien on substantially all of our non-current assets and a second lien on substantially all of our current assets. The revised agreement provides for the following changes to the Notes, among others: • The agreement includes a minimum adjusted EBITDA covenant, which adjusts over time and is measured quarterly through March 2018, ranging from negative $20 million in September 2016 to negative $7.5 million in March 2018. Adjusted EBITDA is a non-GAAP measure that is calculated as adjusted earnings before interest, income taxes, depreciation, amortization, and certain other expenses, as defined under the agreement. • The agreement also includes requirements relating to a leverage ratio and a fixed charge coverage ratio to be tested on a quarterly basis commencing with the quarter ending June 30, 2018, with respect to the leverage ratio, and December 31, 2018, with respect to the fixed charge coverage ratio. The maximum leverage ratio will be 11.5 to 1.0 for the quarter ended June 30, 2018, and decreases to 3.5 to 1.0 for the quarter ending March 31, 2020, and each quarter thereafter. The minimum fixed charge coverage ratio will be 0.25 to 1.0 for the quarter ending December 31 2018, and increase to 1.3 to 1.0 for the quarter ending March 31, 2020, and each quarter thereafter. In general, our leverage ratio is calculated as the ratio of funded indebtedness to adjusted EBITDA for the prior four quarters, and our fixed charge coverage ratio is calculated as the ratio of adjusted EBITDA for the prior four quarters, minus maintenance capital expenditures and cash paid for income taxes, to interest expense plus scheduled principal amortization of long-term funded indebtedness. • The interest rates for the Notes increased by 4.5% above the previous rates such that the Series A Senior Notes now bear interest at 7.73% , the Series B Senior Notes now bear interest at 8.63% , and the Series C Senior Notes now bear interest at 8.78% , which reflects the highest rates in a pricing grid. These interest rates are based on a pricing grid set forth in the revised agreement and will be adjusted quarterly based upon our financial performance and certain financial covenant levels. In addition, additional interest of 2% , which may be paid in kind, will begin to accrue on April 1, 2018, unless we satisfy certain financial covenant tests. • We are required to make certain offers to prepay the Notes with the proceeds of dispositions of certain specified property and with the proceeds of certain equity issuances, as set forth in the agreement. • On or prior to November 30, 2016, we are required to engage a nationally recognized investment bank for the purpose of assessing and evaluating, and if determined appropriate by us in our business judgment pursuing, potential strategic alternative transactions. Our outstanding long-term debt, net, is as follows as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Senior Notes $ 150,000 $ 150,000 Less current portion of long-term debt, net 14,677 — Less deferred financing costs 3,299 515 Long-term debt, net $ 132,024 $ 149,485 The obligations under the Notes are unconditionally guaranteed by several of our subsidiaries. Interest expense is recorded net of any capitalized interest associated with investments in capital projects. We incurred gross interest expense of $4.1 million and $1.7 million for the three months ended September 30, 2016 , and 2015 , respectively, and $9.5 million and $5.0 million for the nine months ended September 30, 2016, and 2015, respectively. Amounts included in interest expense for the three and nine months ended September 30, 2016 , and 2015 (in thousands) are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Interest on notes and line of credit commitment fees $ 2,688 $ 1,590 $ 6,429 $ 4,723 Accrued interest for make-whole payment made October 3, 2016 806 — 806 — Amortization of deferred financing costs 564 87 2,228 273 Gross interest expense 4,058 1,677 9,463 4,996 Less capitalized interest 153 103 329 176 Interest expense, net $ 3,905 $ 1,574 $ 9,134 $ 4,820 Credit Facility —On October 31, 2016, we entered into a credit agreement with Bank of Montreal that provides an asset-based revolving credit facility of up to $35 million in aggregate principal amount. The amount available is subject to monthly borrowing base limits based on our inventory and receivables. If our total remaining availability under the credit facility falls below $6 million , we would be subject to a minimum fixed charge coverage ratio of 1 to 1. Any borrowings on the credit facility will bear interest at 1.75% to 2.25% above LIBOR (London Interbank Offered Rate), based on average availability under the credit facility. We have granted to Bank of Montreal a first lien on substantially all of our current assets and a second lien on substantially all of our non-current assets. The credit facility expires on October 31, 2018. Previous Credit Facility —During the third quarter of 2016, we maintained an unsecured credit facility. Under an amendment entered into in July 2016, the amount available to us under the credit facility was reduced from $8 million to $ 1 million , which amount could be used only for letters of credit, and the maturity date was accelerated to September 30, 2016. The credit facility matured according to its terms on September 30, 2016, and therefore is no longer outstanding. Letter of Credit —As of September 30, 2016 , we had a $0.5 million letter of credit outstanding secured by a restricted cash account reflected in "Prepaid expenses and other current assets" on the condensed consolidated balance sheets. |