Debt (Tables)

12 Months Ended

Dec. 31, 2018

The Company’s outstanding debt consisted of the following:



(in thousands)	As of December 31,
Description of Debt	2018			2017
Short-Term Debt:
Wells Fargo Revolving Credit Facility	$	54,613		$	37,055

Long-Term Debt:
Unsecured Senior Notes	$	55,000		$	55,000
Less Unamortized Debt Issuance Costs ^*	(288		)	(561		)
Total Long-Term Debt	$	54,712		$	54,439


*	Unamortized financing costs and deferred fees on the Wells Fargo Revolving Credit Facility are not presented in the above table as they are classified in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Debt issuance costs incurred, including gross waiver fees (primarily paid to the lenders), were $1.0 million and $0.9 million in 2018 and 2017, respectively.

The most significant amendments to the Unsecured Senior Notes since January 1, 2017 are included in the table below:



Amendment Date and Title	Reason for Amendment	Significant Changes to the Unsecured Senior Notes
March 31, 2017. Third Supplemental Indenture	To facilitate the changes necessary due to the Weichai SPA	• Extended maturity date to January 1, 2019; • Amended certain provisions to permit the issuance of the securities to Weichai under the SPA, and provisions to permit ongoing transactions with an affiliate of Weichai under the Collaboration Arrangement; • Waived any defaults occurring prior to March 31, 2017 with respect to the failure to file periodic and annual reports; • Extended the deadline for the Company to file its delinquent SEC periodic and annual reports; • The Company paid a consent fee of $0.2 million and legal fees of $0.1 million.
April 19, 2018. Fourth Supplemental Indenture	To amend certain covenants and waive certain events of default	• Extended the maturity date to January 1, 2020; • Waived defaults with respect to the failure to file with the Trustee and the SEC for 2015 through 2019; • Increased the interest rate from 6.50% to 8.50% per annum effective October 1, 2018. The interest rate decreased to 7.50% per annum upon filing the 2017 Form 10-K with the SEC; • The Company paid a consent fee of $0.3 million.
October 30, 2019. Fifth Supplemental Indenture	To extend the maturity date	• Extended maturity date to June 30, 2020; • The Company paid a fee of $0.3 million.

Schedule of Maturities of Long-term Debt

The schedule of remaining principal maturities of long-term debt is as follows:



(in thousands)
Year Ending December 31,	Maturities of Long-Term Debt
2019	$	—
2020	55,000
Total	$	55,000

Schedule of Line of Credit Facilities

The most significant changes to the Wells Fargo Credit Agreement since January 1, 2017 are summarized in the table below:



Amendment Date and Title	Reason for Amendment	Significant Changes to the Wells Fargo Credit Agreement
February 10, 2017, effective as of February 6, 2017. Limited Waiver Agreement to the June 28, 2016 Agreement (“Limited Waiver”)	To consider implications of various events of default	• Provided waiver for various events of default including identified material weaknesses in internal control through February 28, 2017; • Wells Fargo reserved the right to increase the interest rate by 200 basis points (2%) effective January 27, 2017, though the interest rate was not increased; • Provided Wells Fargo with access to additional financial information including cash flow forecasts and budgets.
February 28, 2017, effective as of February 6, 2017. First Amendment to Limited Waiver	To refine provisions of Limited Waiver to June 28, 2016 Agreement	• Established minimum financial metrics related to liquidity and cash which were required to be maintained through March 3, 2017; • Extended the Limited Waiver to March 3, 2017.
March 9, 2017, effective as of February 6, 2017. Second Amendment to Limited Waiver	To refine provisions of Limited Waiver to June 28, 2016 Agreement	• Extended the Limited Waiver to March 10, 2017.
March 31, 2017, effective as of February 7, 2017. Third Amendment to Limited Waiver	To facilitate changes necessary due to Weichai SPA	• Modified certain changes in control and other definitions to permit issuance of securities to Weichai and pay off TPG Term Loan; • Increased the interest rate by 200 basis points (2%) effective April 1, 2017 until the Company’s restated 2016 audited financial statements are filed; • Reduced available borrowing under the revolving credit facility to $40.0 million (maximum borrowing amount of $65.0 million less a reserve of $25.0 million); • Deferred loan maturity date to March 31, 2018 (or February 15, 2018 if Series B Convertible Preferred Stock issued to Weichai has not converted into Common Stock); • Made certain adjustments to the borrowing base provisions to the assets against which borrowings may be made; • Permanently waived certain representations, required information and other defaults; • Extended the deadline for the Company to file delinquent SEC periodic and annual reports; • Required the Company to retain third-party adviser to assist with developing and providing certain financial data; • The Company paid an amendment fee of $0.7 million.
July 17, 2017. Fourth Amendment to the June 28, 2016 Agreement	To facilitate changes to availability, commitment fee and interest rate terms	• Increases available borrowing under the revolving credit facility to $52.5 million (maximum borrowing amount of $65.0 million less a reserve of $12.5 million); • Reduced the incremental interest rate by 100 basis points (1%) from 200 basis points (2%) until the Company’s 2016 audited financial statements have been provided.
October 3, 2017. Consent and Fifth Amendment to the June 28, 2016 Agreement	To facilitate an acquisition	• Increased available borrowing under the revolving credit facility to $58.75 million (maximum borrowing amount of $65.0 million less a reserve of $6.25 million).
March 29, 2018. Sixth Amendment and Waiver to the June 28, 2016 Agreement	To consider implications of various events of default	• Increased the maximum borrowing under the revolving credit facility to $75.0 million from $65.0 million; • Modified the reserve against the maximum borrowing under the revolving credit facility to the greater of $6.5 million and 10% of borrowing base, but no more than $7.5 million on or prior to September 30, 2018 and thereafter equal to $9.0 million; • Extended the maturity date of the facility to the earlier of March 31, 2021 or 60 days prior to the final maturity of the Unsecured Senior Notes, which were extended to January 1, 2020, resulting in a maturity date of November 2, 2019 on the Wells Fargo revolving credit facility. • The revolving credit facility will continue to bear interest at a per annum rate equal to 100 basis points (1%) above the per annum rate otherwise applicable under the credit agreement until the Company has completed all filings required to be made with the SEC; • The Company paid an amendment fee of $0.8 million.
May 16, 2019. Waiver to the June 28, 2016 Agreement	To consider implications of various events of default	• Waived any defaults that would arise from the failure to timely deliver annual audited financial statements for the fiscal year ended December 31, 2018 and the associated compliance certificate and the information required with it; provided that the financial statements and compliance certificate are delivered on or before December 31, 2019.

Information regarding amounts borrowed under the Wells Fargo Credit Agreement includes the following:



(in thousands, except interest rate)	Year ended December 31,
Description	2018			2017
Average borrowings under Wells Fargo Revolving Credit Facility	$	47,031		$	26,662
Average Interest Cost on Wells Fargo Revolving Credit Facility	6.51		%	6.85		%



(in thousands, except interest rate)	As of December 31,
Description	2018			2017
Accrued and unpaid interest	$	174		$	90
LIBOR loan interest rate	5.97		%	4.51		%
Wells Fargo Prime Rate (Base Rate) loan interest rate	7.25		%	6.00		%