DEBT | DEBT Senior Notes —As of June 30, 2017 , we had outstanding $66 million of senior notes ("the Notes") consisting of the following series: • $26.4 million of Senior Notes, Series A, due April 16, 2020 • $19.8 million of Senior Notes, Series B, due April 14, 2023 • $19.8 million of Senior Notes, Series C, due April 16, 2025 We originally issued $150 million of the Notes in 2013. Since the beginning of the fourth quarter of 2016, we have repaid an aggregate principal amount of $84 million of the Notes, including $69 million paid in the first half of 2017. In June 2017, we entered into an amendment with the holders of the Notes that requires us to prepay an additional $6 million and $10 million of the Notes, in both cases together with accrued interest and a make-whole payment, on or before December 31, 2017, and December 31, 2018, respectively. After the prepayments, the outstanding balance of the Notes will be $50 million . The June 2017 amendment also altered the methodology for determining the variable interest rate for the Notes, though the interest rates will continue to be adjusted quarterly based on our financial performance and certain financial covenant levels, and modified certain terms regarding the mandatory redemptions or offers of prepayment to the holders of the Notes. The agreement governing the Notes provides for the following: • We granted to the collateral agent for the noteholders a first lien on substantially all of our non-current assets and second lien on substantially all of our current assets. • The agreement requires us to maintain a minimum trailing twelve-month adjusted EBITDA, which adjusts over time and is measured quarterly through March 2018, ranging from negative $10 million in the period ended June 30, 2017 to negative $7.5 million in the period ending March 31, 2018. Adjusted EBITDA is a non-GAAP measure that is calculated as adjusted earnings before interest, income taxes, depreciation, amortization, and certain other expenses for the prior four quarters, as defined under the agreement. Our adjusted EBITDA as calculated under the agreement was $8.5 million for the four quarters ended June 30, 2017, satisfying the adjusted EBITDA covenant. • The agreement requires us to maintain a minimum fixed charge coverage amount of negative $15 million and negative $10 million for the quarters ending June 30, 2018, and September 30, 2018, respectively. 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 ending June 30, 2018, and decreases to 3.5 to 1.0 for the quarter ending September 30, 2019, 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 increases to 1.3 to 1.0 for the quarter ending September 30, 2019, and each quarter thereafter. In general, our fixed charge coverage amount is calculated as adjusted EBITDA for the prior four quarters, minus capital expenditures, cash paid for income taxes, and interest expense plus scheduled principal amortization of long-term funded indebtedness; 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 capital expenditures and cash paid for income taxes, to interest expense plus scheduled principal amortization of long-term funded indebtedness. • The Series A Senior Notes bear interest at 7.73% , the Series B Senior Notes bear interest at 8.63% , and the Series C Senior Notes bear interest at 8.78% . The interest rates are 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 offer 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. During the six months ended June 30, 2017, we repaid the Notes by $63.5 million with the proceeds of an equity offering and cash generated from operating activities and by $5.5 million in conjunction with the sale of an asset. • The obligations under the Notes are unconditionally guaranteed by several of our subsidiaries. We were in compliance with the applicable covenants under the agreement governing the Notes as of June 30, 2017 . Our outstanding long-term debt, net, as of June 30, 2017 , and December 31, 2016 , is as follows (in thousands): June 30, 2017 December 31, 2016 Senior Notes $ 66,000 $ 135,000 Less current portion of long-term debt (6,000 ) — Less deferred financing costs (692 ) (1,566 ) Long-term debt, net $ 59,308 $ 133,434 Credit Facility —In October 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. In June 2017, we amended the agreement to extend the maturity date to October 31, 2019, and to permit up to $10 million of borrowings under the agreement to be used to make payments on the Notes. The amount of the facility remains at $35 million and is available subject to monthly borrowing base limits based on our inventory and receivables. If our total remaining availability under the credit facility was to fall below $6 million , we would be subject to a minimum fixed charge coverage ratio of 1 to 1, which we would not currently meet. Any borrowings on the credit facility 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. We occasionally borrow and repay amounts under the facility for near-term working capital needs and may do so in the future. For the six months ended June 30, 2017, we borrowed and repaid $7.5 million under the facility. As of June 30, 2017, there were no amounts outstanding under the facility, other than $3.5 million in letters of credit. Considering the outstanding letters of credit and the fixed charge coverage ratio requirement described above, we have $17.5 million available under the facility as of June 30, 2017. We were in compliance with the applicable covenants under the facility as of June 30, 2017. Interest expense is recorded net of any capitalized interest associated with investments in capital projects. We incurred gross interest expense of $4.3 million and $3.1 million for the three months ended June 30, 2017 , and 2016 , respectively, and $8.7 million and $5.4 million for the six months ended June 30, 2017 , and 2016 , respectively. Amounts included in interest expense for the three and six months ended June 30, 2017 , and 2016 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest on Notes and credit facility commitment fees $ 1,963 $ 2,203 $ 4,798 $ 3,738 Make-whole payments 1,760 — 2,554 — Amortization of deferred financing costs 529 881 1,350 1,666 Gross interest expense 4,252 3,084 8,702 5,404 Less capitalized interest 35 84 65 175 Interest expense, net $ 4,217 $ 3,000 $ 8,637 $ 5,229 |