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 “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 (as defined in the Credit Facility). Customary fees are payable in respect of the Credit Facility and include (i) commitment fees for unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by essentially all of the 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 (as defined in the Credit Facility). The restricted covenants after giving effect to Amendment No. 2 to Credit Agreement and Waiver (the “Amendment”) are described more fully below. 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. As of September 30, 2019 , $10,215 was outstanding on the Revolving Loan and $11,980 of letters of credit were outstanding. But for the Amendment, 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 under the Credit Facility. On August 13, 2019, we entered into 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. In the event that we are unable to comply in the future with such financial covenants upon delivery of our financial statements pursuant to the terms of the Credit Facility, an Event of Default will have occurred and the Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. 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 added 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 $50,000 payment was made prior to September 13, 2019, using the payment collected related to the early completion of the Brickhaven deemed termination. Regarding the March 2020 debt payment of $40,000 , management has evaluated its ability to make this payment and meet our other financial obligations using our most recent financial forecast, which includes consideration of projected cash flows from operations, anticipated availability under the Credit Facility 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. Though management believes that the Company will not be able to make the $40,000 payment due in March 2020 and meet our other obligations as they become due over the next year based solely on projected cash flows from operations, anticipated availability under the revolving credit facility and prudent working capital management, we expect to execute transactions and/or utilize other sources of funding that provide additional liquidity necessary to meet our obligations as they become due. We are actively pursuing, with authority from the Board of Directors, a variety of strategic transactions and cost-cutting measures, including, but not limited to, asset divestitures, alternative sources of capital, reduction in corporate discretionary expenditures and capital expenditures, and other operational efficiencies. We believe it is probable that these measures, as we continue to implement them, will enable us to make this payment and meet our other obligations as they become due through at least 12 months from the date that these financial statements were issued. If these initiatives are not successful or other unanticipated headwinds in our business occur, the Company could be required to amend or obtain a waiver from the Administrative Agent, and there is no assurance that we could obtain such amendment or waiver. If we are unable to complete such initiatives by the required debt payment due dates and we are unable to obtain an amendment or waiver from the Administrative Agent, the Company has the ability to access additional related party funding. 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 stockholders 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 September 30, 2019 and December 31, 2018 : September 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 $3,635 as of September 30, 2019. $ 3,708 $ 4,949 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $10,274 as of September 30, 2019. 11,393 12,293 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $4, including interest ranging from 3.9% to 4.7%, maturing in May 2021 through September 2024. The notes are secured by equipment with a net book value of $545 as of September 30, 2019. 544 — 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 4.4%. The note is secured by equipment with a net book value of $9,150 as of September 30, 2019. 10,800 8,299 In April 2019, the Company entered into a $4,000 convertible, non-revolving credit note with a bank. Interest on borrowings is calculated at a fixed rate per annum equal to 4.6%. The note is secured by equipment with a net book value of $1,422 as of September 30, 2019. Subsequent to September 30, 2019, the outstanding balance on this note was paid off in full. 1,493 — In July 2019, the Company entered into a commercial insurance premium financing agreement, payable in monthly installments of $169, including interest of 4.4%, maturing in March 2020. 1,004 — 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 $7,092 as of September 30, 2019. 8,188 9,563 The Closing Date Term Loan and the 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 the 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 $2,563 in December 2019, $42,688 in March 2020, $2,688 quarterly through September 2020, $4,031 quarterly through September 2022 and $5,375 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. 154,750 202,438 Total 191,880 237,542 Less debt issuance costs (2,765 ) (3,252 ) 189,115 234,290 Less current maturities (60,565 ) (23,268 ) Notes payable due after one year $ 128,550 $ 211,022 |