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Debt
12 Months Ended
Dec. 31, 2019
Debt  
Debt

10. Debt

The table below reflects the Company’s total debt, including borrowings under its credit agreement and master loan agreement for equipment notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

Outstanding

 

 

 

 

Stated Interest

 

 

 

 

 

Balance as of

 

Balance as of

 

 

Inception

 

Rate

 

Payment

 

Term

 

December 31, 

 

December 31, 

(dollars in thousands)

    

Date

    

(per annum)

    

Frequency

    

(years)

    

2019

    

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Agreement

 

  

 

  

 

  

 

  

 

 

  

 

 

  

Revolving loans

 

9/13/2019

 

Variable

 

Variable

 

5

 

$

103,820

 

$

58,306

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment Notes

 

  

 

  

 

  

 

  

 

 

  

 

 

  

Equipment Note 1

 

9/28/2018

 

4.16

%  

Semi-annual

 

5

 

 

10,643

 

 

12,655

Equipment Note 2

 

9/28/2018

 

4.23

%  

Semi-annual

 

7

 

 

11,200

 

 

12,279

Equipment Note 3

 

12/31/2018

 

3.97

%  

Semi-annual

 

5

 

 

1,953

 

 

2,291

Equipment Note 4

 

12/31/2018

 

4.02

%  

Semi-annual

 

7

 

 

2,108

 

 

2,313

Equipment Note 5

 

12/31/2018

 

4.01

%  

Semi-annual

 

7

 

 

1,751

 

 

1,948

Equipment Note 6

 

6/25/2019

 

2.89

%  

Semi-annual

 

7

 

 

14,286

 

 

 —

Equipment Note 7

 

6/24/2019

 

3.09

%  

Semi-annual

 

5

 

 

9,033

 

 

 —

Equipment Note 8

 

12/27/2019

 

2.75

%  

Semi-annual

 

5

 

 

6,496

 

 

 —

Equipment Note 9

 

12/24/2019

 

3.01

%  

Semi-annual

 

7

 

 

4,534

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

62,004

 

 

31,486

Total debt

 

 

 

 

 

  

 

  

 

 

165,824

 

 

89,792

Less: current portion of long-term debt

 

 

 

 

 

  

 

  

 

 

(8,737)

 

 

(3,681)

Long-term debt

 

 

 

 

 

  

 

  

 

$

157,087

 

$

86,111

 

Credit Agreement

On September 13, 2019, the Company entered into a five-year amended and restated credit agreement (the “Credit Agreement”) with a syndicate of banks led by JPMorgan Chase Bank, N.A. and Bank of America, N.A, that provides for a $375 million facility (the “Facility”), which can be used for revolving loans and up to $150 million may be used for letters of credit. The Facility also allows for revolving loans and letters of credit in Canadian dollars and other currencies, up to the U.S. dollar equivalent of $75 million. The Company has an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $200 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries, and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. Additionally, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are used for refinancing existing indebtedness, working capital, capital expenditures, acquisitions and other general corporate purposes.

Amounts borrowed under the Credit Agreement bear interest, at the Company’s option, at a rate equal to either (1) the Alternate Base Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 0.00% to 0.75%; or (2) Adjusted LIBO Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.00% to 1.75%. The applicable margin is determined based on the Company’s consolidated leverage ratio (the “Leverage Ratio”) which is defined in the Credit Agreement as Consolidated Total Indebtedness  (as defined in the Credit Agreement) divided by Consolidated EBITDA (as defined in the Credit Agreement). Letters of credit issued under the Facility are subject to a letter of credit fee of 1.00% to 1.75% for non-performance letters of credit or 0.50% to 0.875% for performance letters of credit, based on the Company’s consolidated Leverage Ratio. The Company is subject to a commitment fee of 0.15% to 0.25%, based on the Company’s consolidated Leverage Ratio, on any unused portion of the Facility. The Credit Agreement restricts certain types of payments when the Company’s consolidated Leverage Ratio exceeds 2.50 or the Company's consolidated Liquidity (as defined in the Credit Agreement) is less than $50 million. The weighted average interest rate on borrowings outstanding on the Facility for the year ended December 31, 2019 was 3.34% per annum.

Under the Credit Agreement, the Company is subject to certain financial covenants and must maintain a maximum consolidated Leverage Ratio of 3.0 and a minimum interest coverage ratio of 3.0, which is defined in the Credit Agreement as Consolidated EBITDA (as defined in the Credit Agreement) divided by interest expense (as defined in the Credit Agreement). The Credit Agreement also contains covenants including limitations on asset sales, investments, indebtedness and liens. The Company was in compliance with all of its financial covenants under the Credit Agreement as of December 31, 2019.

As of December 31, 2019, the Company had letters of credit outstanding under the Facility of approximately $10.6 million, including $10.0 million related to the Company’s payment obligation under its insurance programs and approximately $0.6 million related to contract performance obligations.

As of December 31, 2018, the Company had letters of credit outstanding under the Facility of approximately $21.2 million, including $17.6 million related to the Company’s payment obligation under its insurance programs and approximately $3.6 million related to contract performance obligations.

The Company had remaining deferred debt issuance costs totaling $1.4 million as of December 31, 2019, related to the line of credit. As permitted under ASU No. 2015‑15, debt issuance costs have been deferred and are presented as an asset within other assets, which is amortized as interest expense over the term of the line of credit. Unamortized deferred debt issuance costs totaling $0.4 million relating to our previous credit agreement will be amortized over the life of the Credit Agreement.

Equipment Notes

The Company has entered into a Master Equipment Loan and Security Agreement (the “Master Loan Agreement”) with multiple lending banks. The Master Loan Agreement may be used for the financing of equipment between the Company and lending banks pursuant to one or more "Equipment Notes". Each Equipment Note executed under the Master Loan Agreement constitutes a separate, distinct and independent financing of equipment and a contractual obligation of the Company, which may contain prepayment clauses.

As of December 31, 2019, the Company had nine Equipment Notes outstanding under the Master Loan Agreement that are collateralized by equipment and vehicles owned by the Company. The following table sets forth our remaining principal payments for the Company’s outstanding Equipment Notes as of December 31, 2019:

 

 

 

 

 

 

 

Future

 

 

Equipment

 

 

Notes Principal

(in thousands)

    

Payments

2020

 

$

8,737

2021

 

 

8,349

2022

 

 

8,645

2023

 

 

11,906

2024

 

 

8,923

Thereafter

 

 

15,444

Total future principal payments

 

$

62,004

Less: current portion of equipment notes

 

 

(8,737)

Long-term principal obligations

 

$

53,267