LONG-TERM DEBT, LETTERS OF CREDIT AND DERIVATIVES | LONG-TERM DEBT, LETTERS OF CREDIT AND DERIVATIVES Long-term debt consisted of the following (in thousands): June 30, 2020 December 31, 2019 (unaudited) Credit Facility revolver $ 68,759 $ 73,876 Credit Facility term loan 1 47,324 49,735 Total Credit Facility 116,083 123,611 Convertible debt 2 205,058 201,619 Finance lease obligations 5,269 5,363 Total long-term debt and finance lease obligations 326,410 330,593 Less: current portion of long-term debt and finance lease obligations 5,316 5,294 Total long-term debt and finance lease obligations, less current portion $ 321,094 $ 325,299 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs of $176 thousand as of June 30, 2020 and $265 thousand as of December 31, 2019. 2 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. Credit Facility On June 17, 2020, we entered into an amendment and extension of our banking credit facility (the “Credit Facility”) evidenced by that certain Ninth Amendment to the Third Amended and Restated Credit Agreement (the “Ninth Amendment”), dated June 17, 2020. The Ninth Amendment extends the term of the Credit Facility to January 15, 2022, modifies our financial covenants, and revises certain other provisions under the Credit Facility, including limiting our ability to pay cash dividends. Our obligations under the Credit Facility are guaranteed by our material direct and indirect domestic subsidiaries and are secured by a lien on substantially all of ours and the guarantors’ tangible and intangible property (subject to certain specified exclusions) and by a pledge of all of the equity interests in our material direct and indirect domestic subsidiaries and 65% of the equity interests in our material first-tier foreign subsidiaries. Specifically, the Ninth Amendment amends and restates certain portions of the Credit Facility, including, without limitation, (i) increasing the Senior Secured Leverage Ratio (as defined therein) starting June 30, 2020 to 3.50 to 1, with step-downs to 3.25 to 1 for the quarter ending September 30, 2020, 2.75 to 1 for the quarter ending December 31, 2020 and 2.50 to 1 for the quarter ending March 31, 2021 and thereafter; (ii) eliminating the Maximum Net Leverage Ratio (as defined therein) until March 31, 2021 at which time it is set at a ratio of 5.50 to 1 for the quarter ending March 31, 2021 with a step-down to 4.50 to 1 for the quarter ending June 30, 2021 and thereafter; (iii) postponing and decreasing the Minimum Debt Service Coverage Ratio (as defined therein) to 1.00 to 1 for the quarter ending September 30, 2020 with a step-up to 1.25 to 1 for the quarter ending December 31, 2020 and thereafter; (iv) adding a Minimum Consolidated EBITDA (as defined therein) measured cumulatively with Consolidated EBITDA (as defined therein) generated from April 1, 2020 through June 30, 2020 of $6.5 million as of June 30, 2020, April 1, 2020 through September 30, 2020 of $18.5 million as of September 30, 2020 and April 1, 2020 through December 31, 2020 of $50.5 million as of December 31, 2020; and (v) reducing the size of the availability under the revolving portion of the Credit Facility from $225 million to $200 million. No changes were made to the term loan borrowing except the maturity date of January 15, 2022. Both the revolving loan facility and term loan bear interest based on a variable Eurodollar rate option and the revolving loan commitment have commitment fees on unused borrowing capacity. The Eurodollar rate applicable margin range was modified to a range of 2.75% to 4.25% (the Eurodollar rate is also subject to a 1.00% floor). The commitment fee range was also revised to a range of 0.35% to 0.55%. At June 30, 2020, both the revolving loan facility and term loan bear interest based on a variable Eurodollar rate option of LIBOR plus 4.25% margin and commitment fees on unused borrowing capacity of 0.55%. As of June 30, 2020, the senior secured leverage ratio is 2.51 to 1 and we are in compliance with the covenants in effect as of such date. At June 30, 2020, we had $15.6 million of cash on hand, approximately $53 million of available borrowing capacity through our Credit Facility and $3.2 million of unamortized debt issuance costs and debt discount that are being amortized over the life of the Credit Facility. Our ability to maintain compliance with the financial covenants is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties. The effects of the COVID-19 pandemic and the decline in oil and gas end markets could have a significant adverse effect on our financial position and business condition, as well as our clients and suppliers. Additionally, these events may, among other factors, impact our ability to generate cash flows from operations, access the capital markets on acceptable terms or at all, and affect our future need or ability to borrow under our Credit Facility. In addition to our current sources of funding our business, the effects of such events may impact our liquidity or our need to revise our allocation or sources of capital, implement further cost reduction measures and/or change our business strategy. Although the COVID-19 pandemic and decline in the oil and gas end markets could have a broad range of effects on our liquidity sources, the effects will depend on future developments and cannot be predicted at this time. In order to secure our casualty insurance programs we are required to post letters of credit generally issued by a bank as collateral. A letter of credit commits the issuer to remit specified amounts to the holder, if the holder demonstrates that we failed to meet our obligations under the letter of credit. If this were to occur, we would be obligated to reimburse the issuer for any payments the issuer was required to remit to the holder of the letter of credit. We were contingently liable for outstanding stand-by letters of credit totaling $17.7 million at June 30, 2020 and $20.5 million at December 31, 2019. Outstanding letters of credit reduce amounts available under our Credit Facility and are considered as having been funded for purposes of calculating our financial covenants under the Credit Facility. We believe that we will be able to comply with the financial covenants in the Credit Facility as modified by the Ninth Amendment and that sufficient credit remains available under the Credit Facility to meet our liquidity needs. In the event we are unable to maintain compliance with our financial covenants, we would seek to enter into another amendment to the Credit Facility with our bank group in order to modify and/or to provide relief from the financial covenants for an additional period of time. Although we have entered into amendments in the past, there can be no assurance that any future amendments would be available on terms acceptable to us, if at all. Convertible Debt Description of the Notes On July 31, 2017, we issued $230.0 million principal amount of 5.00% Convertible Senior Notes due 2023 (the “Notes”). The Notes, which are senior unsecured obligations of the Company, bear interest at a rate of 5.0% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2018. The Notes will mature on August 1, 2023 unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes will be convertible at an initial conversion rate of 46.0829 shares of our common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $21.70 per share. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the Notes. Holders may convert their Notes at their option prior to the close of business on the business day immediately preceding May 1, 2023, but only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five • if we call any or all of the Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or • upon the occurrence of specified corporate events described in the indenture governing the Notes. On or after May 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may, at their option, convert their Notes at any time, regardless of the foregoing circumstances. The Notes are initially convertible into 10,599,067 shares of common stock. Because the Notes could be convertible in full into more than 19.99% of our outstanding common stock, we were required by the listing rules of the NYSE to obtain the approval of the holders of our outstanding shares of common stock before the Notes could be converted into more than 5,964,858 shares of common stock. The Notes will be convertible into, subject to various conditions, cash or shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, in each case, at the Company’s election. If holders elect to convert the Notes in connection with certain fundamental change transactions described in the indenture governing the Notes, we will, under certain circumstances described in the indenture governing the Notes, increase the conversion rate for the Notes so surrendered for conversion. We may not redeem the Notes prior to August 5, 2021. We will have the option to redeem all or any portion of the Notes on or after August 5, 2021, if certain conditions (including that our common stock is trading at or above 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive)), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Accounting Treatment of the Notes The Notes were recorded in our condensed consolidated balance sheets as follows (in thousands): June 30, 2020 December 31, 2019 (unaudited) Liability component: Principal $ 230,000 $ 230,000 Unamortized issuance costs (4,180) (4,756) Unamortized discount (20,762) (23,625) Net carrying amount of the liability component 1 $ 205,058 $ 201,619 Equity component: Carrying amount of the equity component, net of issuance costs 2 $ 13,912 $ 13,912 _________________ 1 Included in the “Long-term debt” line of the condensed consolidated balance sheets. 2 Relates to the portion of the Notes accounted for under ASC 470-20 (defined below) and is included in the “Additional paid-in capital” line of the condensed consolidated balance sheets. Under ASC 470-20, Debt with Conversion and Other Options , (“ASC 470-20”), an entity must separately account for the liability and equity components of convertible debt instruments that may be settled entirely or partially in cash upon conversion (such as the Notes) in a manner that reflects the issuer’s economic interest cost. However, entities must first consider the guidance in ASC 815-15, Embedded Derivatives (“ASC 815-15”), to determine if an instrument contains an embedded feature that should be separately accounted for as a derivative. We applied this guidance as of the issuance date of the Notes and concluded that for the conversion feature for a portion of the Notes, we must recognize an embedded derivative under ASC 815-15, while the remainder of the Notes is subject to ASC 470-20. We determined the portions of the Notes subject to ASC 815-15 and ASC 470-20 as follows. While the Notes are initially convertible into 10,599,067 shares of common stock, the occurrence of certain corporate events could increase the conversion rate, which could result in the Notes becoming convertible into a maximum of 14,838,703 shares. As of the issuance date of the Notes, 5,964,858 shares, or approximately 40% of the maximum number of shares, was authorized for issuance without shareholder approval, while 8,873,845 shares, or approximately 60%, would have been required to be settled in cash. Therefore, we concluded that embedded derivative accounting under ASC 815-15 was applicable to approximately 60% of the Notes, while the remaining 40% of the Notes was subject to ASC 470-20. The following table sets forth interest expense information related to the Notes (dollars in thousands): Three Months Ended Six Months Ended (unaudited) (unaudited) (unaudited) (unaudited) 2020 2019 2020 2019 Coupon interest $ 2,875 $ 2,875 $ 5,750 $ 5,750 Amortization of debt discount and issuance costs 1,732 1,585 3,439 3,146 Total interest expense on convertible senior notes $ 4,607 $ 4,460 $ 9,189 $ 8,896 Effective interest rate 9.12 % 9.12 % 9.12 % 9.12 % As of June 30, 2020, the remaining amortization period for the debt discount and issuance costs is 37 months. Derivatives and Hedging ASC 815, Derivatives and Hedging (“ASC 815”), requires that derivative instruments be recorded at fair value and included in the balance sheet as assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation, which is established at the inception date of a derivative. Special accounting for derivatives qualifying as fair value hedges allows derivatives’ gains and losses to offset related results on the hedged item in the statement of operations. For derivative instruments designated as cash flow hedges, changes in fair value, to the extent the hedge is effective, are recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the relative cumulative changes in fair value between the derivative contract and the hedged item over time. Credit risks related to derivatives include the possibility that the counter-party will not fulfill the terms of the contract. We consider counterparty credit risk to our derivative contracts when valuing our derivative instruments. Our borrowing of €12.3 million under the Credit Facility serves as an economic hedge of our net investment in our European operations as fluctuations in the fair value of the borrowing attributable to the U.S. Dollar/Euro spot rate will offset translation gains or losses attributable to our investment in our European operations. At June 30, 2020, the €12.3 million borrowing had a U.S. Dollar value of $13.8 million. The amounts recognized in other comprehensive income (loss), reclassified into income (loss) and the amounts recognized in income (loss) for the three and six months ended June 30, 2020 and 2019, are as follows (in thousands): Gain (Loss) Gain (Loss) Gain (Loss) Gain (Loss) Three Months Ended Three Months Ended Six Months Ended Six Months Ended (unaudited) (unaudited) (unaudited) (unaudited) 2020 2019 2020 2019 2020 2019 2020 2019 Derivatives Classified as Hedging Instruments Net investment hedge $ (282) $ (184) $ — $ — $ (17) $ 95 $ — $ — The following table presents the fair value totals and balance sheet classification for derivatives designated as hedges and derivatives not designated as hedges under ASC 815 (in thousands): June 30, 2020 December 31, 2019 (unaudited) Classification Balance Sheet Fair Classification Balance Sheet Fair Derivatives Classified as Hedging Instruments Net investment hedge Liability Long-term debt $ (4,169) Liability Long-term debt $ (4,186) |