Credit Facility

9 Months Ended

Sep. 30, 2020

Credit Facility.

Credit Facility

9. Credit Facility

In February 2019, we entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, Bank of the West, Zions Bancorporation, N.A. dba California Bank & Trust, and Barclays Bank PLC (the “Lenders”), for a secured credit facility in the form of a revolving line of credit of up to $150,000 (the “Revolving Line of Credit”) and a term loan of $3,500 (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). We may use borrowings under the Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all assets, with certain exclusions.

In March 2020, we drew down $100,000 from our Revolving Line of Credit. During the three months ended September 30, 2020, we repaid the full amount outstanding under the Revolving Line of Credit. As of September 30, 2020, we had no amounts outstanding under the Revolving Line of Credit and $2,138 outstanding under the Term Loan. As of December 31, 2019, we had no amounts outstanding under the Revolving Line of Credit and $2,722 outstanding under the Term Loan. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear variable interest at the greater of LIBOR plus 1.75% - 2.75% or Lender’s Prime Rate plus 0.75% - 1.75% per year and we will pay a fee of 0.25% - 0.5% per year on any unused portion of the Revolving Line of Credit. The Term Loan requires quarterly payments of interest and principal until it is repaid in full on the maturity date but may be prepaid in whole or part at any time. Our Credit Facility will mature on April 3, 2023. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control.

The Company is subject to customary financial and non-financial covenants under the Credit Facility, including a minimum quarterly consolidated senior secured leverage ratio, a minimum quarterly consolidated total leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and cash on hand minimums.

Principal payments due under our Term Loan through 2023 are as follows:

	Principal Payments
October 1, 2020―December 31, 2020	$	194
January 1, 2021―December 31, 2021		778
January 1, 2022―December 31, 2022		778
January 1, 2023―December 31, 2023		388
	$	2,138

Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs, net of amounts capitalized, are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020. Amortization and interest expense capitalized during the three and nine months ended September 30, 2020 amounted to $304 and $1,132, respectively. Amortization and interest expense capitalized during the three and nine months ended September 30, 2019 amounted to $33 and $69, respectively. Amortization and interest expense expensed during the three and nine months ended September 30, 2020 amounted to $114 and $564, respectively. Amortization and interest expense expensed during the three and nine months ended September 30, 2019 amounted to $114 and $284, respectively. The interest rate for the Credit Facility for the nine months ended September 30, 2020 ranged from 3.0% to 4.2%.

Amortization expense for our debt issuance costs through 2023 are as follows:

	Amortization  Expense
October 1, 2020―December 31, 2020	$	115
January 1, 2021―December 31, 2021		457
January 1, 2022―December 31, 2022		457
January 1, 2023―December 31, 2023		120
	$	1,149