Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following: March 31, December 31, (dollars in thousands) ABL Facility $ 44,970 $ 61,570 First Lien Term Loan 187,920 190,520 Second Lien Term Loan 51,020 — Convertible Notes 125,000 125,000 Bank facilities, capital leases and other long-term debt 30,890 18,990 439,800 396,080 Less: Unamortized debt issuance costs and original issuance discount on First Lien Term Loan 8,460 7,380 Unamortized debt issuance costs and discount on Second Lien Term Loan 15,520 — Unamortized debt issuance costs and discount on Convertible Notes 22,660 24,190 Current maturities, long-term debt 15,460 13,860 Long-term debt $ 377,700 $ 350,650 ABL Facility In February 2019, the Company amended its existing revolving credit facility (the “ABL Facility”) to permit the Company to enter into the Senior Term Loan Agreement (as defined below) and make certain indebtedness, asset sale, investment and restricted payment baskets covenants more restrictive. In March 2019, the Company amended the ABL facility to permit the Company to enter into the Second Lien Term Loan Agreement and provide for certain other modifications of the ABL Facility. In particular, the ABL facility was modified to (a) increase the interest rate by 1.0% , (b) reduce the total facility size to $90.0 million and (c) limit the ability to add debt in the future. The ABL Facility consists of (i) a U.S. sub-facility, in an aggregate principal amount of up to $85.0 million (subject to availability under a U.S.-specific borrowing base) (the “U.S. Facility”), (ii) a Canadian sub-facility, in an aggregate principal amount of up to $2.0 million (subject to availability under a Canadian-specific borrowing base) (the “Canadian Facility”), and (iii) a U.K. sub-facility in an aggregate principal amount of up to $3.0 million (subject to availability under a U.K.-specific borrowing base) (the “U.K. Facility”). The ABL Facility also includes a $20.0 million U.S. letter of credit sub-facility. All facilities under the ABL Facility mature on June 30, 2020. The Company incurred debt issuance costs of approximately $1.4 million in connection with the March 2019 amendment of the ABL Facility. These debt issuance costs will be amortized into interest expense over the contractual term of the loan. The Company recognized $0.1 million of amortization of debt issuance costs for the three months ended March 31, 2019 , and 2018 , respectively, which are included in the accompanying condensed consolidated statements of operations. There were $1.9 million and $0.8 million of unamortized debt issuance costs included in other assets in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 , respectively. There were $45.0 million and $61.6 million outstanding under the ABL Facility as of March 31, 2019 and December 31, 2018 , respectively, with a weighted average interest rate of 6.3% and 4.4% , respectively. Total letters of credit issued under the ABL Facility at March 31, 2019 and December 31, 2018 were $5.0 million and $3.4 million , respectively. The Company had $29.0 million and $10.3 million in availability under the ABL Facility as of March 31, 2019 and December 31, 2018 , respectively. First Lien Term Loan (formerly “Term Loan”) In February 2019, the Company amended and restated the existing Term Loan Agreement to permit the Company to enter into the Senior Term Loan Agreement and tightened certain indebtedness, asset sale, investment and restricted payment baskets. In March 2019, the Company amended the existing Term Loan Agreement (“Sixth Term Amendment”) (the “First Lien Term Loan Agreement”) to permit the Company to enter into the Second Lien Term Loan Agreement; amend certain financial covenants to provide for relief based on the Company’s 2018 and 2019 budget, and make certain other affirmative and negative covenants more restrictive. Pursuant to the Sixth Term Amendment, the prior net leverage covenant ratio was eliminated and replaced with a first lien leverage covenant starting with the 12-month period ending September 2019 as follows: September 30, 2019: 8.25 :1.00 December 31, 2019: 6.25 :1.00 March 31, 2020: 5.50 :1.00 June 30, 2020: 5.00 :1.00 September 30, 2020 and each fiscal quarter ending thereafter: 4.75 :1.00 The Sixth Term Amendment also added a fixed charge coverage covenant starting with fiscal quarter ending March 31, 2020, a minimum liquidity covenant of $15.0 million starting March 31, 2019, and a maximum capital expenditure covenant of $15.0 million for 2019 and $25.0 million annually thereafter. The interest rate on the First Lien Term Loan Agreement is also amended to add 3.0% paid-in-kind interest in addition to the existing cash pay interest. Debt issuance costs of approximately $5.6 million were incurred in connection with the Sixth Term Amendment. In accordance with ASC 470-50, “Modifications and Extinguishments,” the Company recorded approximately $0.7 million of issuance costs in selling, general and administrative expense in the accompanying condensed consolidated statements of operations during the three months ended March 31, 2019 and capitalized approximately $4.9 million of debt issuance costs that will be amortized into interest expense over the contractual term of the loan using the effective interest method. The Company also recorded approximately $3.0 million of unamortized debt issuance costs to interest expense for three months ended March 31, 2019 , due to the extinguishment of debt for certain lenders in the loan syndicate. The Company recognized approximately $0.8 million and $0.4 million of amortization of debt issuance and discount cost for the three months ended March 31, 2019 and 2018 , respectively, which is included in the accompanying condensed consolidated statements of operations. The Company had an aggregate principal amount outstanding of $187.9 million and $190.5 million as of March 31, 2019 and December 31, 2018 , respectively, under the First Lien Term Loan bearing interest at 8.5% and 8.8% , respectively. All of the indebtedness under the First Lien Term Loan is and will be guaranteed by the Company’s existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. Senior Term Loan Agreement In February 2019, the Company entered into a Credit Agreement (the “Senior Term Loan Agreement”) with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, and the lenders party thereto. The Senior Term Loan Agreement provided for a short-term loan facility in the aggregate principal amount of $10.0 million , all of which was borrowed by the Company. Certain of the lenders under the Company’s First Lien Term Loan Agreement were the lenders under the Senior Term Loan Agreement. The Senior Term Loan Agreement required the Company to obtain additional financing in amounts and on terms acceptable to the lenders. The Senior Term Loan Agreement was repaid on March 15, 2019, in conjunction with the additional financing further detailed below. The Company incurred debt issuance costs of approximately $0.5 million in connection with the Senior Term Loan Agreement, which were recorded to selling, general and administrative expense within the accompanying condensed consolidated statements of operations. Second Lien Term Loan Agreement In March 2019, the Company entered into a Credit Agreement (the “Second Lien Term Loan Agreement”) with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, and Corre Partners Management L.L.C., as representative of the lenders, and the lenders party thereto. The Second Lien Term Loan Agreement provides for a term loan facility in the aggregate principal amount of $51.0 million and matures on September 30, 2021. The interest on the Second Lien Term Loan may be paid, at the Company’s election, in cash, at the customary eurocurrency rate plus a margin of 10.50% per annum, or in-kind, at the customary eurocurrency rate plus a margin of 11.50% . The Second Lien Term Loan Agreement is secured by a second lien on substantially the same collateral as the First Lien Term Loan and is subject to various affirmative and negative covenants including a secured net leverage ratio tested quarterly, commencing with the fiscal quarter ending on December 31, 2019, which shall not exceed (x) 6.75 to 1.00 as of the last day of any fiscal quarter ending on or prior to June 30, 2020 and (y) 5.25 to 1.00 as of the last day of any fiscal quarter ending on or after September 30, 2020. The proceeds, net of applicable fees, of the Second Lien Term Loan Agreement were used to repay all amounts outstanding under the Senior Term Loan Agreement and to provide additional liquidity and working capital for the Company. Pursuant to the Second Lien Term Loan Agreement, the Company is required to issue 6.25 million detachable warrants to purchase common stock of the Company, which can be exercised on a cashless basis over a five -year term with an exercise price of $1.50 per share. 2.65 million warrants will not be issued unless approved by a shareholder vote; therefore, 90,667 shares of Series A Preferred Stock with a cumulative dividend rate of 18.0% were issued in the interim and will be canceled and converted into warrants upon receipt of shareholder approval, which is expected to occur at the Company’s 2019 Annual Meeting of Stockholders currently planned for June 25, 2019. In accordance with guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”), the (i) Second Lien Term Loan; (ii) the Series A Preferred Stock; and (iii) warrants are all freestanding instruments and proceeds were allocated to each instrument on a relative fair value basis: (i) $40.3 million ; (ii) $5.3 million and (iii) $5.4 million , respectively. The Series A Preferred Stock is not within the scope of ASC 480-10 and does not meet the criteria for liability classification. The Series A Preferred Stock will be classified as temporary equity as the Series A Preferred Stock will be entitled to receive two times its liquidation value in cash upon occurrence of a liquidation or deemed liquidation event, which is outside the control of the Company. The warrants also do not meet the criteria for liability classification under ASC 480. The warrants meet the definition of a derivative under ASC 815, however, are determined to be indexed to the Company’s own stock and meet the requirements for equity classification pursuant to ASC 815-40. The Company determined the fair value of the Second Lien Term Loan using a discount rate build up approach. The fair values of the Series A Preferred Stock and warrants were determined using an option pricing method. The debt discount of $10.7 million created by the relative fair value allocation of the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the loan. Debt issuance costs of approximately $3.8 million , and original issuance discount of approximately $1.0 million were incurred in connection with entry into the Second Lien Term Loan Agreement. The debt issuance and original issuance discount costs will be amortized into interest expense over the contractual term of the loan using the effective interest method. The Company had total unamortized debt issuance and discount costs of $15.5 million , all of which are recorded as a reduction of the debt balance on the Company’s accompanying condensed consolidated balance sheets. Convertible Notes In February 2017, the Company completed a public offering of 2.75% Convertible Senior Notes (the “Convertible Notes”) in an aggregate principal amount of $125.0 million . Interest is payable on January 1 and July 1 of each year, beginning on July 1, 2017. The Convertible Notes are convertible into 5,005,000 shares of the Company’s common stock, based on an initial conversion price of $24.98 per share. The Convertible Notes will mature on July 1, 2022 unless earlier converted. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. Because the Company may elect to settle conversion in cash, the Company separated the Convertible Notes into their liability and equity components by allocating the issuance proceeds to each of those components in accordance with ASC 470-20, “Debt-Debt with Conversion and Other Options.” The Company first determined the fair value of the liability component by estimating the value of a similar liability that does not have an associated equity component. The Company then deducted that amount from the issuance proceeds to arrive at a residual amount, which represents the equity component. The Company accounted for the equity component as a debt discount (with an offset to paid-in capital in excess of par value). The debt discount created by the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes ending on July 1, 2022. In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedges”) in privately negotiated transactions with certain of the underwriters or their affiliates (in this capacity, the “option counterparties”). The Convertible Note Hedges provide the Company with the option to acquire, on a net settlement basis, 5,005,000 shares of its common stock, which is equal to the number of shares of common stock that notionally underlie the Convertible Notes, at a strike price of $24.98 , which corresponds to the conversion price of the Convertible Notes. The Convertible Note Hedges have an expiration date that is the same as the maturity date of the Convertible Notes, subject to earlier exercise. The Convertible Note Hedges have customary anti-dilution provisions similar to the Convertible Notes. The Convertible Note Hedges have a default settlement method of net-share settlement but may be settled in cash or shares, depending on the Company’s method of settlement for conversion of the corresponding Convertible Notes. If the Company exercises the Convertible Note Hedges, the shares of common stock it will receive from the option counterparties to the Convertible Note Hedges will cover the shares of common stock that it would be required to deliver to the holders of the converted Convertible Notes in excess of the principal amount thereof. The aggregate cost of the Convertible Note Hedges was $29.0 million (or $7.5 million net of the total proceeds from the Warrants sold, as discussed below), before the allocation of issuance costs of approximately $0.7 million . The Convertible Note Hedges are accounted for as equity transactions in accordance with ASC 815-40 , “Derivatives and Hedging-Contracts in Entity’s own Equity.” In connection with the issuance of the Convertible Notes, the Company also sold net-share-settled warrants (the “Warrants”) in privately negotiated transactions with the option counterparties for the purchase of up to 5,005,000 shares of its common stock at a strike price of $29.60 per share, for total proceeds of $21.5 million , before the allocation of $0.6 million of issuance costs. The Company also recorded the Warrants within shareholders’ equity in accordance with ASC 815-40. The Warrants have customary anti-dilution provisions similar to the Convertible Notes. As a result of the issuance of the Warrants, the Company will experience dilution to its diluted earnings per share if its average closing stock price exceeds $29.60 for any fiscal quarter. The Warrants expire on various dates from October 2022 through February 2023 and must be net-settled in shares of the Company’s common stock. Therefore, upon exercise of the Warrants, the Company will issue shares of its common stock to the purchasers of the Warrants that represent the value by which the price of the common stock exceeds the strike price stipulated within the particular warrant agreement. Covenant and Liquidity Matters On May 7, 2019, the Company entered into the Seventh Amendment to Credit Agreement (the “Seventh Term Amendment”) to amend the First Lien Term Loan Agreement, which extended its $100.0 million prepayment requirement from on or before March 31, 2020, to on or before May 15, 2020. As a result of the modifications of the ABL Facility and the First Lien Term Loan, the additional liquidity from the Second Lien Term Loan, as well as the current forecast through June 2020, the Company believes it has sufficient liquidity to operate its business. In addition to meeting its working capital needs, the Sixth Term Amendment requires the Company to raise a minimum of $100.0 million through a combination of asset sales, junior debt or equity to make a contractually obligated prepayment of the First Lien Term Loan on or before May 15, 2020. We are currently evaluating all strategic alternatives related to the options to raise the funds necessary to comply with this contractual prepayment obligation. In conjunction with evaluating all strategic alternatives, the Company has created a board of directors’ subcommittee to oversee the fund-raising process and engaged an investment banker to assess management’s fund-raising alternatives. If we cannot generate the required cash, we may not be able to make the necessary payments required under our debt as of May 15, 2020, which would result in an event of default. Such a default, if not cured, would allow the lenders to accelerate the maturity of the debt, making it due and payable at that time. The Company is in compliance with all of its financial covenants as of March 31, 2019. Bank facilities There were $15.2 million and $2.9 million outstanding under the Company’s Australian loan agreement as of March 31, 2019 and December 31, 2018 , respectively. |