Financial Commitments

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Financial Commitments

Financial Commitments

Long-Term Debt

Long-term debt as reported on the Consolidated Balance Sheets consisted of the following:

	As of December 31,
(in thousands)	2021		2020
2017 Senior Notes	$	496,244	$	495,271
Term Loan B	406,335		408,458
2020 Revolver	27,000		—
Convertible Notes(a)	—		67,878
Equipment financing and mortgages	56,246		47,594
Other indebtedness	7,829		6,264
Total debt	993,654		1,025,465
Less: Current maturities	24,406		100,188
Long-term debt, net	$	969,248	$	925,277

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(a)The Company repaid the remaining principal balance of the Convertible Notes at maturity on June 15, 2021. As of December 31, 2020, the balance of the Convertible Notes was included in current maturities on the Consolidated Balance Sheet.

The following table reconciles the outstanding debt balances to the reported debt balances as of December 31, 2021 and 2020:

	As of December 31, 2021						As of December 31, 2020
(in thousands)	Outstanding Debt		Unamortized Discounts and Issuance Costs		Debt, as reported		Outstanding Debt		Unamortized Discounts and Issuance Costs		Debt, as reported
2017 Senior Notes	$	500,000	$	(3,756)	$	496,244	$	500,000	$	(4,729)	$	495,271
Term Loan B	419,688		(13,353)		406,335		423,938		(15,480)		408,458
Convertible Notes	—		—		—		69,918		(2,040)		67,878

The unamortized issuance costs related to the 2020 Revolver were $2.1 million and $2.6 million as of December 31, 2021 and 2020, respectively, and are included in other assets on the Consolidated Balance Sheets.

2020 Credit Agreement

On August 18, 2020, the Company entered into a credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions).

The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty. The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of unpermitted indebtedness and annual excess cash flow (subject to certain exceptions).

Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the 2020 Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the

2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 3.50:1.00 and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00.

Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (a) LIBOR or (b) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate for a one-month interest period plus 100 basis points) plus, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for LIBOR and between 3.50% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the 2020 Revolver is between 4.25% and 4.75% for LIBOR and 3.25% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the First Lien Net Leverage Ratio. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2020 Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The agreement includes provisions for the replacement of LIBOR with an alternative benchmark rate upon LIBOR being discontinued. The weighted-average annual interest rate on borrowings under the 2020 Revolver was 6.5% during the year ended December 31, 2021.

The 2020 Credit Agreement requires, with respect to the 2020 Revolver only, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 2.75:1:00, stepping down to 2.25:1.00 beginning the quarter ending March 31, 2022. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.

As of December 31, 2021, $27 million was outstanding and $148 million was available under the 2020 Revolver. The Company had not utilized the 2020 Revolver for letters of credit. The Company was in compliance with the financial covenants under the 2020 Credit Agreement for the period ended December 31, 2021.

Termination of 2017 Credit Facility

On August 18, 2020, the Company used proceeds from the Term Loan B to repay outstanding amounts under its credit agreement (the “2017 Credit Facility”) with SunTrust Bank, now known as Truist Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and a syndicate of other lenders, at which time the 2017 Credit Facility was terminated.

Repurchase and Repayment of Convertible Notes

On June 15, 2016, the Company issued $200 million of 2.875% Convertible Senior Notes due June 15, 2021 (the “Convertible Notes”) in a private placement offering. On August 19, 2020, the Company used proceeds from the Term Loan B to repurchase $130.1 million aggregate principal amount of the Convertible Notes for an aggregate purchase price of $132.4 million (including accrued and unpaid interest to the repurchase date). As a result of the repurchase, the Company recognized a $7.1 million loss on extinguishment of debt in 2020, which is included in interest expense in the Consolidated Statements of Operations. The Company repaid the remaining $69.9 million principal balance of the Convertible Notes at maturity on June 15, 2021 using proceeds from the Term Loan B, which were held in a restricted cash account for this purpose. As of June 15, 2021, the discount and deferred debt costs associated with the Convertible Notes were fully amortized, the principal balance of the Convertible Notes was equal to their fair value and there was no gain or loss on extinguishment at maturity. None of the Convertible Notes remained outstanding as of December 31, 2021.

To account for the Convertible Notes, the Company applied the provisions of ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”). ASC 470-20 requires issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. This is done by allocating the proceeds from issuance to the liability component based on the fair value of the debt instrument excluding the conversion feature, with the residual allocated to the equity component and classified in additional paid in capital. The $46.8 million difference between the initial principal amount of the Convertible Notes ($200.0 million) and the proceeds initially allocated to the liability component ($153.2 million) was treated as a discount on the Convertible Notes. This difference was amortized as non-cash interest expense

using the interest method, as shown below under Interest Expense. The equity component, however, is not subject to amortization nor subsequent remeasurement.

In addition, ASC 470-20 requires that the debt issuance costs associated with a convertible debt instrument be allocated between the liability and equity components in proportion to the allocation of the debt proceeds between these two components.

The following table presents information related to the liability and equity components of the Convertible Notes:

(in thousands)	December 31, 2020
Liability component:
Principal	$	69,918
Conversion feature	(46,800)
Allocated debt issuance costs	(5,051)
Amortization and extinguishment of discount and debt issuance costs (non-cash interest expense)	49,811
Net carrying amount	$	67,878
Equity component:
Conversion feature	$	46,800
Reacquisition of conversion option from repurchase of notes, net of tax	(764)
Allocated debt issuance costs	(1,543)
Deferred taxes	(18,815)
Net carrying amount	$	25,678

2017 Senior Notes

On April 20, 2017, the Company issued $500 million in aggregate principal amount of 6.875% Senior Notes due May 1, 2025 (the “2017 Senior Notes”) in a private placement offering. Interest on the 2017 Senior Notes is payable in arrears semi-annually in May and November of each year, beginning in November 2017.

The Company may redeem the 2017 Senior Notes at specified redemption prices described in the indenture. Upon a change of control, holders of the 2017 Senior Notes may require the Company to repurchase all or part of the 2017 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

The 2017 Senior Notes are senior unsecured obligations of the Company and are guaranteed by substantially all of the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2020 Credit Agreement, as defined above. In addition, the indenture for the 2017 Senior Notes provides for customary covenants, including events of default and restrictions on the payment of dividends and share repurchases.

Equipment Financing and Mortgages

The Company has certain loans entered into for the purchase of specific property, plant and equipment and secured by the assets purchased. The aggregate balance of equipment financing loans was approximately $41.7 million and $36.9 million at December 31, 2021 and 2020, respectively, with interest rates ranging from 2.54% to 3.89% with equal monthly installment payments over periods up to 5 years. The aggregate balance of mortgage loans was approximately $14.6 million and $10.7 million at December 31, 2021 and 2020, respectively, with interest rates ranging from a fixed 2.25% to LIBOR plus 3% and equal monthly installment payments over periods up to 10 years, as well as one loan with a balloon payment of $6.8 million due in 2023.

The following table presents the future principal payments required under all of the Company’s debt obligations, discussed above:

Year (in thousands)
2022	$	24,406
2023	23,187
2024	16,137
2025	539,888
2026	8,578
Thereafter	398,567
	1,010,763
Less: Unamortized discounts and issuance costs	17,109
Total	$	993,654

Interest Expense

Interest expense as reported in the Consolidated Statements of Operations consisted of the following:

	For the year ended December 31,
(in thousands)	2021		2020		2019
Cash interest expense:
Interest on 2017 Senior Notes	$	34,375	$	34,375	$	34,375
Interest on Term Loan B	24,590		9,028		—
Interest on 2020 Revolver	1,479		77		—
Interest on 2017 Credit Facility	—		5,341		11,990
Interest on Convertible Notes	921		4,373		5,750
Other interest	1,905		2,079		2,172
Cash portion of loss on extinguishment	—		786		—
Total cash interest expense	63,270		56,059		54,287
Non-cash interest expense(a):
Amortization of discount and debt issuance costs on Convertible Notes	2,040		8,944		10,811
Amortization of discount and debt issuance costs on Term Loan B	2,175		784		—
Amortization of debt issuance costs on 2020 Revolver	568		206		—
Amortization of debt issuance costs on 2017 Credit Facility	—		1,001		1,552
Amortization of debt issuance costs on 2017 Senior Notes	973		906		844
Non-cash portion of loss on extinguishment	—		8,312		—
Total non-cash interest expense	5,756		20,153		13,207
Total interest expense	$	69,026	$	76,212	$	67,494

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(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2017 Senior Notes, Term Loan B and the Convertible Notes were 7.13%, 6.48% and 9.39%, respectively, for the year ended December 31, 2021.