Credit Agreement | Credit Agreement On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, as administrative agent. The Credit Facility includes: • a revolving loan not to exceed $50,000 (the “Revolving Loan”); • a term loan of $205,000 (the “Closing Date Term Loan”); and • a commitment to loan up to a further $25,000 in term loans, which expires in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan”, together with the Closing Date Term Loan, the “Term Loan”). All amounts associated with the Revolving Loan and the Term Loan under the Credit Facility mature in September 2023. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Various margins are added to the interest rate based upon our consolidated net leverage ratio. Customary fees are payable in respect of the Credit Facility and include (i) commitment fees (ranging from 0.25% to 0.35% , based upon our consolidated net leverage ratio) for unused portions of the Credit Facility and (ii) fees on outstanding letters of credit (ranging from 1.30% to 2.10% , based upon our consolidated net leverage ratio). Amounts borrowed under the Credit Facility are secured by essentially all assets of the Company. The Credit Facility contains various representations and warranties, and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or their business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (of 1.20 to 1.00). As of June 30, 2019 , we were required to comply with a consolidated net leverage ratio of 3.75 to 1.00 through March 30, 2020, decreasing to 3.50 to 1.00 as of March 31, 2020, further decreasing to 3.25 to 1.00 as of March 31, 2021 and finally decreasing to 3.00 to 1.00 as of March 31, 2022 and thereafter. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Credit Facility includes customary events of default, including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control. The Revolving Loan provides a principal amount of up to $50,000 , reduced by outstanding letters of credit ( $11,980 outstanding as of June 30, 2019 ). As of June 30, 2019 , $35,174 was outstanding on the Revolving Loan. But for the amendment described below, as of June 30, 2019, we would not have been in compliance with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00. On August 13, 2019, we entered into Amendment No. 2 to Credit Agreement and Waiver (the “Amendment”), pursuant to which, among other things, the required lenders agreed to waive such non-compliance. In addition, pursuant to the terms of the Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Amendment, we are not required to comply with any financial covenants through March 30, 2020. After March 30, 2020, we will be required to comply with a consolidated net leverage ratio of 6.50 to 1.00 from March 31, 2020 through September 29, 2020, decreasing to 3.00 to 1.00 as of September 30, 2020 and thereafter. After giving effect to the Amendment, we will also be required to comply with a fixed charge coverage ratio of 0.75 to 1.00 as of March 31, 2020, 0.90 to 1.00 as of June 30, 2020 and 1.20 to 1.00 thereafter. As consideration for the accommodations described above, we have agreed that amounts borrowed pursuant to the Delayed Draw Commitment will not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). In addition, any Delayed Draw Term Loans shall incur additional interest at a rate equal to 10.0% per annum on all amounts outstanding in excess of $10,000 of Delayed Draw Term Loans. Further, the margin of interest that will be charged on all outstanding loans has been increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Amendment revised the amount of (i) the commitment fees to 0.35% at all times for unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Amendment also adds a requirement to make two additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50,000 on or before September 13, 2019 and an additional payment of $40,000 on or before March 31, 2020. The Company believes collection of the payment related to the early completion of the Brickhaven deemed termination (see Note 15) is probable before the $50,000 September 13, 2019 required debt payment, and such proceeds will be used to fund this required prepayment. While management believes it is unlikely, any delay in the receipt of this payment could require the Company to amend or obtain a waiver from the Administrative Agent to remain in compliance with the Amendment to the Credit Agreement. There is no assurance that we could obtain such amendment or waiver. Regarding the March 2020 debt payment of $40,000 , management has evaluated its ability to make this payment using our most recent financial forecast. Based on this evaluation, management believes it is probable that the Company will be able to make this payment. Management’s assessment is based upon the anticipated availability under the revolving credit facility, projected cash flows from operations, and prudent working capital management. The financial forecast does not anticipate incurring material unexpected losses in existing operations or new work awards being materially delayed. If these or other unanticipated headwinds in our business occur, the Company could be required to amend or obtain a waiver from the Administrative Agent regarding the $40,000 payment due in March 2020, and there is no assurance that we could obtain such amendment or waiver. The Amendment also includes revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, to make investments and to make dividends or other distributions. After giving effect to the Amendment, we will not be permitted to make any distributions or dividends to our shareholders without the consent of the required lenders. Notes Payable The following table summarizes the major components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of June 30, 2019 and December 31, 2018 : June 30, 2019 December 31, 2018 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $5 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $3,931 as of June 30, 2019. $ 4,450 $ 4,949 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.61% to 6.80%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $10,779 as of June 30, 2019. 11,375 12,293 Various equipment notes entered into in 2019, payable in monthly installments of $3, including interest of 4.7%, maturing in May 2021 through March 2024. The notes are secured by equipment with a net book value of $249 as of June 30, 2019. 252 — In June 2018, the Company entered into a $12,000 convertible, non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019, with a maturity date of April 10, 2024. Interest on borrowings subsequent to the conversion date is calculated at a fixed rate per annum equal to 4.44%. The note is secured by equipment with a net book value of $10,642 as of June 30, 2019. 11,400 8,299 In April 2019, the Company entered into a $4,000 convertible, non-revolving credit note with a bank. The credit note will convert to a term loan on August 25, 2019, with a maturity date of July 24, 2024. Interest on borrowings is calculated at a fixed rate per annum equal to 4.64%. The note is secured by equipment with a net book value of $999 as of June 30, 2019. 1,029 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The note is secured by equipment with a net book value of $7,566 as of June 30, 2019. 8,650 9,563 The Closing Date Term Loan and Delayed Draw Term Loan entered into in September 2018 as part of the Credit Facility (see Note 6). The interest rate applicable to the Closing Date Term Loan and Delayed Draw Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently LIBOR, or (ii) an alternative base rate. Principal payments required are $52,563 in September 2019, $2,563 in December 2019, $42,625 in March 2020, $2,625 quarterly through September 2020, $3,938 quarterly through September 2022 and $5,250 quarterly through September 2023. The remaining outstanding amounts will be due in September 2023. The loan is secured by substantially all of the assets of the Company, and is subject to certain financial covenants. 202,313 202,438 Total 239,469 237,542 Less debt issuance costs (2,910 ) (3,252 ) 236,559 234,290 Less current maturities (108,722 ) (23,268 ) Notes payable due after one year $ 127,837 $ 211,022 |