XML 356 R16.htm IDEA: XBRL DOCUMENT v3.22.2.2
Notes Payable and Long-Term Debt
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Notes Payable and Long-Term Debt Notes Payable and Long-Term Debt
 
The table below reflects the Company's notes payable and long-term debt, which includes credit facilities:
Interest Rate (1)
Balance Outstanding as of
LoanMaturityInterest Rate TypeSeptember 30,
2022
December 31, 2021September 30,
2022
December 31, 2021
Secured Credit Facilities
Hill International, Inc. - Société Générale 2017 Term Loan Facility11/05/2023Variable7.49%7.51%$28,425 $28,650 
Hill International, Inc. - Société Générale Domestic Revolving Credit Facility (2)
05/05/2023Variable5.17%5.06%23,303 19,400 
Hill International N.V.. - Société Générale International Revolving Credit Facility (3)
05/05/2023Variable4.46%4.06%4,884 5,802 
Unsecured Credit Facilities
Hill International, Inc. - First Abu Dhabi Bank ("FAB") PJSC Overdraft Credit Facility (4)
04/18/2023Variable5.62%5.71%2,695 151 
Unsecured Notes Payable and Long-Term Debt
Philadelphia Industrial Development Corporation Loan04/01/2027Fixed2.75%2.79%310 358 
Hill International Spain S.A. - Bankinter S.A. 2020 Term Loan (5)(6)
05/04/2024Variable2.39%2.23%143 239 
Hill International Spain S.A. - Banco Santander, S.A. Term Loan (5)(6)
05/30/2025Fixed3.86%3.91%200 295 
Hill International Spain S.A. - BBVA, S.A. P.P. Term Loan (5)(6)
06/19/2025Variable2.25%2.28%204 300 
Hill International Spain S.A. - Bankia. S.A. 2020 Term Loan (5)(6)
06/05/2025Variable2.50%2.54%170 248 
Total notes payable and long-term debt, gross$60,334 $55,443 
Less: unamortized discount and deferred financing costs related to Société Générale 2017 Term Loan Facility(183)(300)
Notes payable and long-term debt$60,151 $55,143 
Current portion of notes payable31,533 26,043 
Current portion of unamortized debt discount and deferred financing costs(198)(202)
Current maturities of notes payable and long-term debt$31,335 $25,841 
Notes payable and long-term debt, net of current maturities$28,816 $29,302 

Footnotes to the Notes Payable and Long-Term Debt Table above:

(1) Interest rates for variable interest rate debt are reflected on a weighted average basis through September 30, 2022 since the loan origination or modification date.

(2) As of September 30, 2022 and December 31, 2021, the Company had $4,972 and $6,457 of outstanding letters of credit, respectively, in addition to the balances outstanding above, which resulted in $7 and $2,643 of available borrowing capacity under the Domestic Revolving Credit Facility, respectively. The amounts available were based on the maximum borrowing capacity of $28,282 and $28,500 as of September 30, 2022 and December 31, 2021. See 'Secured Credit Facilities' section below for further information.


(3) As of September 30, 2022 and December 31, 2021, the Company had $509 and $478 of outstanding letters of credit, respectively, in addition to the balances outstanding above, which resulted in $175 and $520 of available borrowing capacity under the International Revolving Credit Facility, respectively. The amounts available were based on the Company's borrowing capacity of $5,568 and $6,800 as of September 30, 2022 and December 31, 2021, respectively. See ''Secured Credit Facilities' section below for further information.

(4) FAB credit facility lender was formerly known as National Bank of Abu Dhabi. There is no stated maturity date; however, the facility is subject to be reviewed annually in April by FAB, or at any other time as determined by FAB. Therefore, the amount outstanding is reflected within the current maturities of notes payable and long-term debt. Balances outstanding are reflected in U.S. dollars based on the conversion rates from AED as of September 30, 2022 and December 31, 2021. The Company had $436 of availability under the credit facility as of September 30, 2022 and $2,980 as of December 31, 2021.

(5) In July 2021, the Company, through one of its subsidiaries, entered into two overdraft facilities with Arab Bank. There is no stated maturity date however, the facilities are subject to be reviewed annually in July by Arab Bank. Amounts may be drawn in either Egyptian Pounds or in the U.S. Dollar. Interest rates are equal to 1.0%, plus the Central Bank of Egypt ("CBE") corridor rate. No amounts have been drawn on as of September 30, 2022. The Company had $3,000 of availability under the credit facilities as of September 30, 2022.

(6) Balances outstanding are reflected in U.S. dollars based on the conversion rates from Euros as of September 30, 2022 and December 31, 2021.

(7) Includes loan agreements, through a subsidiary of the Company, entered into between April and June 2020, where the respective loan agreements require interest-only monthly payments during grace periods that last from six months or one year from the date of the agreements. The variable interest loans are subject to either semi-annual or annual review by the respective lenders thereof and the respective interest rates in respect thereof are determined based on the European Inter-Bank Offered Rate, or “EURIBOR,” for the relevant interest period (or at a substitute rate to be determined to the extent EURIBOR is not available), plus a margin, as set by the respective lender.
Secured Credit Facilities

The Company's secured credit facilities with Société Générale (the "International Lender") and other U.S. Loan Parties (the "U.S. Lenders") under a 2017 Term Loan of $30,000 (the "2017 Term Loan Facility"), a $25,000 U.S.-denominated revolving credit facility (the "Domestic Revolving Credit Facility"; together with the 2017 Term Loan Facility, the "U.S. Credit Facilities") and a €9,156 ($10,000 at closing) Euro-denominated revolving credit facility (the "International Revolving Credit Facility"; together with the U.S. Credit Facilities, the "Secured Credit Facilities") contain customary default provisions, representations and warranties, and affirmative and negative covenants, and require the Company to comply with certain financial and reporting covenants. The financial covenant is comprised of a maximum Consolidated Net Leverage Ratio of 3.00 to 1.00 for any fiscal quarter ending on or subsequent to March 31, 2017 for the trailing twelve months then-ended. The Consolidated Net Leverage Ratio is the ratio of (a) consolidated total debt (minus unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, depreciation, amortization, share-based compensation and other non-cash charges, including bad debt expense, certain one-time litigation and transaction related expenses, and restructuring charges for the trailing twelve months. In the event of a default, the U.S. Lender and the International Lender may increase the interest rates by 2.0%. The Company was in compliance with this financial covenant at September 30, 2022.

On April 1, 2020, the Company amended its Secured Credit Facilities, which increased the credit commitment with one of the U.S. Lenders under the Domestic Revolving Credit Facility by $3,500 from $25,000 to $28,500 and simultaneously decreased the credit commitment with the International Lender under the International Revolving Credit Facility by €3,179 (approximately $3,500 at closing) from €9,156 (approximately $10,000) to €5,977 (approximately $6,536 at closing).

The aggregate unamortized debt issuance costs under the Domestic Revolving Credit Facility and International Revolving Credit Facility were $1,569 and $314 at September 30, 2022 and December 31, 2021, respectively, and were included in prepaid expenses and other current assets and other assets in the consolidated balance sheets.

The interest rate on borrowings under the Domestic Revolving Credit Facility are, at the Company’s option, either the SOFR rate for the relevant interest period plus 4.85% per annum or the Base Rate plus 3.75% per annum. The interest rate on borrowings under the International Revolving Credit Facility will be the EURIBOR for the relevant interest period (or at a substitute rate to be determined to the extent EURIBOR is not available), plus 6.00% per annum.

Commitment fees are paid quarterly and are calculated at 0.50% annually on the average daily unused portion of the Domestic Revolving Credit Facility, and are calculated at 0.75% annually on the average daily unused portion of the International Revolving Credit Facility.

Generally, the obligations of the Company under the Domestic Revolving Credit Facility are secured by a first-priority security interest in the Eligible Domestic Receivables (as defined in the Domestic Revolving Credit Facility), cash proceeds and bank accounts of the Company and certain of the Company’s U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and such subsidiaries. The obligations of the Subsidiary (as defined in the International Revolving Credit Facility) under the International Revolving Credit Facility are generally secured by a first-priority security interest in substantially all accounts receivable and cash proceeds thereof, certain bank accounts of the Subsidiary and certain of the Company’s non-U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and certain of the Company’s U.S. and non-U.S. subsidiaries.

On March 31, 2022 and September 30, 2022, the Company entered into amendments of its main credit facility with Société Générale that extend the maturity dates of the Domestic and International Revolving Credit Facilities to May 5, 2023 and the term loan facility to November 5, 2023. The interest rates on the Domestic and International Revolving Credit Facilities by 1.1% and 1.5%, respectively, while the term loan facility interest rate increased by 1.0% and the Company paid an amendment fee of $463. The aggregate amount of the credit commitments under the facilities was and permanently reduced by an amount equal to $500 on each of September 30, 2022 and October 31, 2022 and will be further permanently reduced by $500 on November 30, 2022 and $3,000 on December 31, 2022.

Other Financing Arrangements

On May 1, 2022, subsequent to the maturity of the Company's previous commercial premium financing arrangement in April 30, 2022 with AFCO Premium Credit LLC ("AFCO"), the Company entered into a new financing agreement for the renewal of its corporate insurance policies with AFCO for $3,577. The terms of the arrangement include a $304 down payment, followed by monthly payments to be made over an eleven-month period at a 3.99% interest rate through April 30, 2023.
At September 30, 2022, there was $2,097 balance payable to AFCO. At December 31, 2021, the balance payable to AFCO of $862 were reflected in other current liabilities on the Company's consolidated balance sheets, respectively.