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Debt
3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Debt DEBTOn May 14, 2019, the Company entered into a Loan and Security Agreement (as amended the “Credit Agreement”) with respect to the RLOC, which resulted in an initial commitment amount of $50,000, with the lenders having the right to increase to a maximum of $150,000 commitment over time. The RLOC is subject to certain covenants and originally had an 85% advance rate on eligible accounts receivable, which was increased to 90% during March 2020. The annual interest rate on the principal was LIBOR plus 7.5% per annum. There was a 2% floor on LIBOR. As of March 31, 2023, total borrowings outstanding on the RLOC were $61,476 less issuance costs of $571, netting to a total of $60,905. As of December 31, 2022, the total outstanding on the RLOC was $57,998 less issuance costs of $359, netting a total of $57,639. The issuance costs are amortized over the life of the RLOC and included in interest expense and other fees. On September 28, 2020, the lender exercised their right to increase the maximum commitment to a total of $125,000. On December 4, 2020, the Company entered into the ninth amendment to the Credit Agreement which provided the lenders with the right to increase the revolving commitment amount from $125,000 to $250,000. Pursuant to the ninth amendment to the Credit Agreement, the lenders also provided the Company with a senior secured term loan (the “Term Loan”) commitment of up
to $50,000. The Company drew down the full $50,000 of the Term Loan on December 4, 2020. The Term Loan bears interest at one-month LIBOR plus 8% per annum, (with a 1% floor on the LIBOR Rate). The interest rate for paid-in-kind (“PIK”) interest on the Term Loan (as defined in the Credit Agreement) is (A) if Liquidity is greater than $50,000, 4.5% or (B) if Liquidity is less than $50,000, 6%.

The RLOC and Term Loan are also subject to certain customary representations, affirmative covenants, which consist of maintaining lease performance metrics, financial ratios related to operating results, and lease delinquency ratios, along with customary negative covenants.

The Credit Agreement also requires the Company to maintain the financial covenants with respect to Minimum Adjusted EBITDA (as defined in the Credit Agreement), Minimum Tangible Net Worth, Minimum Liquidity and compliance with the Total Advance Rate (as defined in the Credit Agreement).

On March 14, 2022, the Company entered into the 13th amendment to the Credit Agreement to amend the number of times the Company can cure a default with respect to compliance with the total advance rate covenant from two to five.

On May 9, 2022, the Company entered into the 14th amendment to the Credit Agreement, which amended the Credit Agreement for certain financial covenants including, the minimum Adjusted EBITDA thresholds, Minimum Tangible Net Worth, Minimum Liquidity and compliance with a Total Advance Rate. In addition, the limitation on the number of times the Company can cure a breach of its Total Advance Rate covenant by depositing funds into a reserve bank account was eliminated.

On March 6, 2023, the Company entered into the 15th amendment to the Credit Agreement. As part of the amendment, the maturity date of the RLOC and the Term Loan was extended to June 4, 2025 and the commitments under the RLOC were reduced to $75,000 from $125,000. The spread above the benchmark rate on the RLOC was increased to 8.5% from 7.5%, while the spread above the benchmark rate on the Term Loan remained at 8%. Additionally, effective April 1, 2023, the benchmark rate underlying the annual interest rate on both the RLOC and the Term Loan was changed from the one month LIBOR rate to one month term SOFR rate.

In connection with the 15th amendment to the Credit Agreement, the Company repaid $25,000 of outstanding principal amount of the Term Loan and issued a warrant to purchase up to 2,000,000 shares of the Company common stock at an exercise price of $0.01 per share, which vests upon the earliest to occur of September 6, 2023 or a Change of Control. In addition, under the terms of the Credit Agreement, the Company may be required to grant an additional 2,000,000 shares of common stock at the same exercise price under the warrant agreement if any amount of the principal balance of the Term Loan remains outstanding upon the earlier to occur of (i) December 5, 2023, (ii) an Acquisition of the Company, and (iii) an Event of Default occurs under the Credit Agreement prior to December 5, 2023. If issued, such shares will become vested upon the first to occur of (i) three months after the grant date or (ii) an Acquisition of the Company. In conjunction with the 15th amendment to the Credit Agreement, the Company incurred a loss on partial extinguishment of debt of $2,391 for the three months ended March 31, 2023. The loss on partial extinguishment of debt is attributed to the derecognition of a proportionate amount of the unamortized debt discount, a result of repaying the $25,000 of outstanding principal on the Term Loan.

In addition, the 15th amendment also updated certain financial covenants, including the Minimum Adjusted EBITDA levels, Minimum Tangible Net Worth, Minimum Liquidity and compliance with a Total Advance Rate. As of March 31, 2023 and December 31, 2022, the Company was in compliance with all covenants.

A reconciliation of the outstanding principal to the carrying amount of the Term Loan is as follows:

March 31,December 31,
20232022
Outstanding principal$25,000 $50,000 
PIK4,315 3,785 
Debt discount(6,504)(5,728)
Total carrying amount$22,811 $48,057 
Total amortization expense related to the Term Loan discount was $1,093 and $1,018 for the three months ended March 31, 2023 and 2022, respectively. Amortization of debt issuance costs is shown within interest expense and other fees on the condensed consolidated statements of operations and comprehensive loss.