Debt | NOTE 9 – DEBT Long-term debt consisted of the following: December 31, 2019 December 31, 2018 Senior Secured Term Loan $ 250,000 $ - ABL Credit Facility 40,090 - First Lien Credit Facility - 55,975 Second Lien Term Loan - 40,000 Equipment financing 16,065 11,567 Capital leases 10,474 25,338 Total debt 316,629 132,880 Unamortized discount on debt and debt issuance costs (9,449 ) (3,963 ) Current maturities (22,288 ) (29,501 ) Net Long-term debt $ 284,892 $ 99,416 Senior Secured Term Loan On May 7, 2019, our subsidiary, USWS LLC (the “Borrower”), we, as guarantor, and all of our subsidiaries entered into a $250,000 Senior Secured Term Loan Credit Agreement (as amended, the “Senior Secured Term Loan”). The Company is required to make quarterly principal payments of 2.0% per annum of the initial principal balance, commencing on January 15, 2020, with final payment due at maturity on May 7, 2024. The Senior Secured Term Loan bears interest at a variable rate per annum equal to the applicable LIBOR rate, subject to a 2.0% floor, plus 8.25%. The Senior Secured Term Loan is not subject to financial covenants but is subject to certain non-financial covenants, including but not limited to, reporting, insurance, notice and collateral maintenance covenants as well as limitations on the incurrence of indebtedness, permitted investments, liens on assets, dispositions of assets, paying dividends, transactions with affiliates, mergers and consolidations. The Senior Secured Term Loan requires mandatory prepayments upon certain dispositions of property or issuance of other indebtedness, as defined, and quarterly a percentage of excess cash flow, if any, equal to 25% to 100% (depending on total debt outstanding) commencing in September 2019. Certain mandatory prepayments (excluding excess cash flows sweep) and optional prepayments are subject to a yield maintenance fee for the first two years and prepayment premium of 2% in year three and 1% in year four. Upon the final payment and termination of the Senior Secured Term Loan, we are subject to an exit fee equal to 2.0% of the principal amount of loans then outstanding and the aggregate optional prepayment of principal amounts repaid during the 120 days that occurred prior to such final payment. Proceeds from the Senior Secured Term Loan were used to repay the outstanding balances of the First Lien Credit Facility, Second Lien Term Loan, and certain equipment financings, fund a cash account reserved solely for future expansion capital expenditures, and pay associated fees and expenses. The First Lien Credit Facility and Second Lien Term Loan were both terminated and accounted for as debt extinguishments which resulted in a $6,560 loss on early repayment of debt, write off of $1,672 of unamortized debt issue costs related to the First Lien Credit Facility and write off of $4,326 of unamortized original issue discount and debt issuance costs related to the Second Lien Term Loan, all of which were presented as part of loss on extinguishment of debt in the consolidated statement of operations. The Senior Secured Term Loan was issued at a $5,000 discount and the Company incurred $5,758 in debt issuance costs with both amounts recorded as a direct deduction to the face amount of the Senior Secured Term Loan. The debt issuance costs and debt discount related to the Senior Secured Term Loan are being amortized to interest expense based on the effective interest rate method over the term of the Senior Secured Term Loan. As of December 31, 2019, the outstanding principal balance of the Senior Secured Term Loan was $250,000, of which $6,250 was due within one year from the balance sheet date. ABL Credit Facility On May 7, 2019, the Company entered into a $75,000 ABL Credit Agreement (the “ABL Credit Facility”) which matures on February 6, 2024. The ABL Credit Facility is subject to a borrowing base which is calculated based on a formula referencing the eligible accounts receivables of the Borrower. Borrowings under the ABL Credit Facility bear interest at LIBOR, plus an applicable LIBOR rate margin of 1.5% to 2.0% or base rate margin of 0.5% to 1.0% as defined in the ABL Credit Facility. The unused portion of the ABL Credit Facility is subject to an unused commitment fee of 0.250% to 0.375%. All borrowings under the ABL Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties and certifications regarding sales of certain inventory, and to a borrowing base (described above). In addition, the ABL Credit Facility includes a springing consolidated fixed charge coverage ratio of 1.00 to 1.00 but only when a financial covenant trigger period is in effect as defined in the ABL Credit Facility. Borrowings under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by the Company and its subsidiaries, other than future unrestricted subsidiaries. In connection with the ABL Credit Facility, the Company incurred $1,205 in debt issuance costs, recorded as deferred financing costs, net in the consolidated balance sheet. Debt issuance costs related to the ABL Credit Facility are being amortized to interest expense ratably over the term of the ABL Credit Facility. As of December 31, 2019, the borrowing base was $51,146 and the outstanding revolver loan balance was $40,090, classified as long-term debt in the consolidated balance sheets. First Lien Credit Facility On December 14, 2018, the Company entered into a Third Amendment (the “Amendment) to that certain Amended and Restated Senior Secured Credit Agreement dated February 2, 2017 with a syndicate of lenders and U.S. Bank National Association, as administrative and collateral agent (as amended, the “First Lien Credit Facility”). The Amendment, among other things, extended the maturity date from February 2, 2020 to May 31, 2020 and permitted the borrower to incur the debt under the Second Lien Term Loan (as defined below). The Amendment was accounted for as a debt modification, resulting in a debt issue costs write-off of $411 recorded as part of interest expense in the consolidated statements of operations for the year ended December 31, 2018. Borrowings under the First Lien Credit Facility bore interest at a per annum rate equal to LIBOR plus 6%. In connection with the entrance into the Amendment, the Company repurchased from one of the lenders 824,916 shares of Class A common stock of the Company, 609,423 shares of Class B common stock of the Company and 609,423 common units of USWS Holdings for $11,475. The Company retired these shares resulting in a decrease in additional paid in capital in the consolidated balance sheets by $11,475for the year ended December 31, 2018. As of December 31, 2018, the outstanding principal balance under the First Lien Credit Facility amounted to $55,975, classified as long-term debt in the consolidated balance sheet. Second Lien Term Loan On December 14, 2018 (“second lien closing date”), our subsidiary, USWS LLC, as borrower, entered into a Second Lien Credit Agreement (the “Second Lien Term Loan”) with USWS Holdings and the Company, as guarantors, the lenders party thereto, and Piper Jaffray Finance, LLC, as administrative agent. The Second Lien Term Loan consists of a second lien term loan in the principal amount of $40,000, all of which was borrowed on December14, 2018, and delayed draw term loans in the principal amounts of up to $20,000, which may be drawn prior to April 1, 2019, and up to $15,000, which may be drawn on any business day prior to June 30, 2019. Loans made under the term loan facility bore interest on the outstanding principal amount at a per annum rate equal to LIBOR plus (x) 7.75% from the second lien closing date through the first anniversary of the second lien closing date and (y) 11.50% from the day immediately succeeding the first anniversary of the second lien closing date to the maturity date plus, in each case, subject to certain qualifications, an additional interest amount equal to (a) 0.75% per annum for the period beginning April 1, 2019 through June 30, 2019, (b) 1.75% per annum for the period beginning July 1, 2019 through September 30, 2019 and (c) 3.00% on or after October 1, 2019. However, the additional interest amount will be zero on or after the date on which the Company has replaced the First Lien Credit Facility with an asset-based first lien credit facility. The Company was required to make quarterly principal payments beginning in the second fiscal quarter in 2019. All of the loans made under the Second Lien Credit Agreement had a maturity of May 31, 2020. As of December 31, 2018, the outstanding principal balance under the Second Lien Term Loan amounted to $40,000, of which $900 was due within one year from the balance sheet date. Equipment Financing From 2016 to 2019, the Company entered into security agreements with financing institutions for the purchase of certain fracturing equipment. As of December 31, 2019 and 2018, these financing agreements with maturities through 2023, had a total balance of $16,065 and $11,567, respectively, of which $5,564 and $3,263, respectively, was due within one year from the balance sheet date. The weighted average interest rate for these agreements was 6.4% and 6.3% per annum as of December 31, 2019 and 2018, respectively. Payments of Debt Obligations due by Period Presented below is a schedule of the repayment requirements of long-term debt as of December 31, 2019: Principal Amount of Long-term Debt 2020 $ 22,288 2021 10,594 2022 9,157 2023 5,750 2024 268,840 Total $ 316,629 |