XML 234 R15.htm IDEA: XBRL DOCUMENT v3.22.4
Financial Commitments
 12 Months Ended
Dec. 31, 2022
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)20222021
2017 Senior Notes$497,289 $496,244 
Term Loan B404,169 406,335 
Revolver— 27,000 
Equipment financing and mortgages48,681 56,246 
Other indebtedness8,300 7,829 
Total debt958,439 993,654 
Less: Current maturities(a)
70,285 24,406 
Long-term debt, net$888,154 $969,248 
_____________________________________________________________________________________________________________
(a)Current maturities at December 31, 2022 includes an expected $44.0 million principal prepayment on the Term Loan B.
The following table reconciles the outstanding debt balances to the reported debt balances as of December 31, 2022 and 2021:
As of December 31, 2022As of December 31, 2021
(in thousands)Outstanding DebtUnamortized Discounts and Issuance Costs
Debt,
as reported		Outstanding DebtUnamortized Discounts and Issuance Costs
 Debt,
as reported
2017 Senior Notes$500,000 $(2,711)$497,289 $500,000 $(3,756)$496,244 
Term Loan B415,438 (11,269)404,169 419,688 (13,353)406,335 
The unamortized issuance costs related to the Revolver were $1.6 million and $2.1 million as of December 31, 2022 and 2021, 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 “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 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 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 certain indebtedness and annual excess cash flow (in each case, subject to certain customary exceptions). At December 31, 2022, included in current maturities of long-term debt in the accompanying Consolidated Balance Sheet is a $44.0 million expected prepayment of principal on the Term Loan B to be made in the second quarter of 2023 relating to the mandatory prepayment provision of the 2020 Credit Agreement in respect of annual excess cash flow.
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 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) in the case of the Term Loan B, (x) London Interbank Offered Rate (“LIBOR”) or (y) 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) and (B) in case of the Revolver, following the amendment to the 2020 Credit Agreement on October 31, 2022 (as discussed below), (x) Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) (calculated with a 10 basis point credit spread adjustment) or (y) 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 Adjusted Term SOFR rate for a one-month interest period plus 100 basis points) plus, in each case, (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, and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the Revolver is between 4.25% and 4.75% for Adjusted Term SOFR and 3.25% and 3.75% for base rate, and, in each case, is based on the First Lien Net Leverage Ratio. Effective following the amendment to the 2020 Credit Agreement on October 31, 2022, the Company’s original LIBOR option in respect of the Revolver was replaced by Adjusted Term SOFR. 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 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 and Adjusted Term SOFR with an alternative benchmark rate upon LIBOR and/or Adjusted Term SOFR, as applicable, being discontinued. The weighted-average annual interest rate on borrowings under the Revolver was 8.8% during the year ended December 31, 2022.

The 2020 Credit Agreement initially required, solely with respect to the Revolver, 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 fiscal quarter ending March 31, 2022. On October 31, 2022, the 2020 Credit Agreement was amended to set the maximum First Lien Net Leverage Ratio covenant level to 2.75:1.00 (from 2.25:1.00), effective the fiscal quarter ending September 30, 2022, and subsequently stepping back down to 2.25:1.00 beginning the fiscal quarter ending June 30, 2023. On March 10, 2023, the 2020 Credit Agreement was further amended to set the maximum First Lien Net Leverage Ratio covenant level to 3.50:1.00, effective the fiscal quarter ended December 31, 2022 and increasing to 3.75:1.00 for the fiscal quarter ending March 31, 2023 and subsequently stepping down to 3.00:1.00 for the fiscal quarter ending June 30, 2023, 2.50:1.00 for the fiscal quarter ending September 30, 2023 and 2.25:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. 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, 2022, no amounts were outstanding and $175 million was available under the Revolver. The Company had not utilized the Revolver for letters of credit. The Company was in compliance with the financial covenant under the 2020 Credit Agreement for the period ended December 31, 2022.
Termination of 2017 Credit Facility and Repayment of Convertible Notes
On August 18, 2020, the Company used proceeds from the Term Loan B to repay outstanding amounts under a previous credit agreement (the “2017 Credit Facility”). On June 15, 2021, the Company also repaid the $69.9 million outstanding principal balance of its 2.875% Convertible Senior Notes (the “Convertible Notes”).
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 $37.0 million and $41.7 million at December 31, 2022 and 2021, respectively, with interest rates ranging from 2.54% to 7.32% with equal monthly installment payments over periods up to 5 years. The aggregate balance of mortgage loans was approximately $11.6 million and $14.6 million at December 31, 2022 and 2021, respectively, with interest rates ranging from a fixed 2.25% to SOFR plus 2.00% and monthly installment payments over periods up to 10 years.
The following table presents the future principal payments required under all of the Company’s debt obligations, discussed above:
Year (in thousands)
2023$70,285 
202417,744 
2025514,448 
202610,330 
2027355,904 
Thereafter3,708 
972,419 
Less: Unamortized discounts and issuance costs13,980 
Total$958,439 
Interest Expense
Interest expense as reported in the Consolidated Statements of Operations consisted of the following:
For the year ended December 31,
(in thousands)202220212020
Cash interest expense:
Interest on 2017 Senior Notes$34,375 $34,375 $34,375 
Interest on Term Loan B27,880 24,590 9,028 
Interest on Revolver1,642 1,479 77 
Interest on 2017 Credit Facility— — 5,341 
Interest on Convertible Notes— 921 4,373 
Other interest2,044 1,905 2,079 
Cash portion of loss on extinguishment— — 786 
Total cash interest expense65,941 63,270 56,059 
Non-cash interest expense(a):
Amortization of discount and debt issuance costs on Term Loan B2,084 2,175 784 
Amortization of debt issuance costs on 2017 Senior Notes1,045 973 906 
Amortization of debt issuance costs on Revolver568 568 206 
Amortization of discount and debt issuance costs on Convertible Notes— 2,040 8,944 
Amortization of debt issuance costs on 2017 Credit Facility— — 1,001 
Non-cash portion of loss on extinguishment— — 8,312 
Total non-cash interest expense3,697 5,756 20,153 
Total interest expense$69,638 $69,026 $76,212 
_____________________________________________________________________________________________________________
(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 and Term Loan B were 7.13% and 6.43%, respectively, for the year ended December 31, 2022.