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Debt
3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Debt

11.Debt

The Company entered into an amended syndicated credit agreement (the “Credit Agreement” also known as the “Fourth Amendment”) on July 31, 2018 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents:  Bank of America, N.A., BOKF, NA dba Bank of Texas, KeyBank National Association, NBH Bank, IBERIABANK, Trustmark National Bank, First Tennessee Bank NA, and Branch Banking and Trust Company. The Credit Agreement was subsequently amended in March 2019 (the “Fifth Amendment”), May 2019 (the “Sixth Amendment”), June 2020 (the “Seventh Amendment”), October 2020 (the “Eighth Amendment”), and March 2022 (the “Ninth Amendment”).  The Company incurred debt issuance costs related to the initial Credit Agreement and several of the subsequent amendments.  The Credit Facility had a maturity date of July 31, 2023.

The Credit Agreement provided for borrowings under a revolving line of credit and a term loan (together, the “Credit Facility”). The Credit Facility was guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and was used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility. Interest was due and was computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest was due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the Credit Facility could be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under the revolving line of credit could be re-borrowed.

Effective, March 1, 2022, the Company entered into the Ninth Amendment to the Credit Agreement to, among other things, waive certain covenant defaults, reset the revolver limit, implement an anti-cash hoarding provision and institute temporary covenant requirements. The amendment reduced the commitment on the revolving line of credit to $42.5 million. With the execution of the Ninth Amendment, the existing Credit Facility was treated as a modification of debt and accounted for under the guidelines of ASC 470-50, Debt, Modifications and Extinguishments. The new debt issuance costs of approximately $1.0 million, inclusive of appraisal and bank consulting fees, related to the execution of the Ninth Amendment was amortized and will be written off at the early termination of the Credit Agreement.

The quarterly weighted average interest rate for the Credit Facility as of March 31, 2023 was 10.22%.

The Company’s obligations under debt arrangements consisted of the following:

March 31, 2023

December 31, 2022

    

    

Debt Issuance

    

    

    

Debt Issuance

    

Principal

Costs(1)

Total

Principal

Costs(1)

Total

Revolving line of credit

$

40,000

$

(164)

$

39,836

$

35,000

$

(327)

$

34,673

Other debt

286

286

283

283

Total current debt

 

40,286

 

(164)

 

40,122

 

35,283

 

(327)

 

34,956

Refinancing debt issuance costs

 

 

(736)

 

(736)

 

 

 

Other debt

643

643

716

716

Total long-term debt

643

(736)

(93)

716

716

Total debt

$

40,929

$

(900)

$

40,029

$

35,999

$

(327)

$

35,672

(1)Total debt issuance costs include underwriter fees, legal fees, syndication fees and fees related to the execution of the Ninth Amendment to the Credit Agreement and the refinancing of the Company’s debt further discussed in Note19.

Provisions of the revolving line of credit

The Company had a maximum borrowing availability under the revolving line of credit and swingline loans (as defined in the Credit Agreement) of $42.5 million. There was a letter of credit sublimit that was equal to the lesser of $20.0 million and the aggregate unused amount of the revolving commitments then in effect. There was also a swingline sublimit equal to the lesser of $5.0 million and the aggregate unused amount of the revolving commitments then in effect.

Revolving loans could be designated as Base Rate Loan or Adjusted LIBOR Rate Loans, at the Company’s request, and could be drawn in an aggregate minimum amount of $1.0 million and integral multiples of $250,000 in excess of that amount. Swingline loans could be drawn in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount. The Company could convert, change, or modify such designations from time to time.

The Company was subject to a commitment fee for the unused portion of the maximum borrowing availability under the revolving line of credit. The commitment fee, which is due quarterly in arrears, was equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding. The revolving line of credit termination date was the earlier of the Credit Facility termination date, July 31, 2023, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the amended Credit Facility.

As of March 31, 2023, the Company had $40.0 million of borrowings under the revolving line of credit. There were $1.5 million in outstanding letters of credit as of March 31, 2023, which reduced the maximum borrowing availability on the revolving line of credit to $1.0 million. During the three months ended March 31, 2023, the Company drew down $5.0 million for general corporate purposes on the revolving line of credit.

Other debt

The Company has entered into debt agreements with De Lage Landen Financial Services, Inc. and Mobilease for the purpose of financing equipment purchased.  As of March 31, 2023, the carrying value of this debt was

$0.9 million. The agreements are secured by the financed equipment assets and the debt is included as a component of current debt and long-term debt on the Condensed Consolidated Balance Sheets.

Financial covenants

The Company obtained from the Credit Facility lenders an extension of the consent with respect to the delivery of its annual financial statements with an audit opinion unqualified as to going concern and a consent for the Consolidated Leverage Ratio to exceed 3.00 to 1.00 and for the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 to 1.00 for the Fiscal Quarter Ending March 31, 2023.

Debt Refinancing

On May 15, 2023, the Company entered into a new three-year $103.0 million senior secured credit facility with White Oak which includes a $65.0 million asset based revolving credit facility and a $38.0 million fixed asset term loan. See Note 19 for more information regarding the debt refinancing.