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Long-Term Debt
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt

8. Long-Term Debt

Long-term debt is recorded at carrying value in the condensed consolidated balance sheets. The carrying value of long-term debt outstanding, net of unamortized debt issuance costs, consisted of the following as of September 30, 2022 and December 31, 2021:

 

 

 

September 30,
2022

 

 

December 31,
2021

 

Long-term debt

 

$

165,000

 

 

$

154,112

 

Less unamortized debt issuance costs

 

 

(4,323

)

 

 

(3,492

)

Long-term debt-net of amortization

 

 

160,677

 

 

 

150,620

 

Less current portion of long-term debt

 

 

 

 

 

 

Long-term debt - net of current portion

 

$

160,677

 

 

$

150,620

 

CRG Term Loan

In August 2018, we entered into a term loan with CR Group ("CRG") for $80,000, with an option to borrow up to an additional $20,000. In April 2019, we amended the term loan to increase our borrowing capacity by $75,000. The terms and conditions in the term loan remained the same unless otherwise stated in the amendment. The term loan was subject to a commitment fee of $6,750 and we incurred debt issuance costs of $3,625. Debt issuance costs related to attorney fees, other third-party costs, and commitment fees that represent 5% of the amount borrowed. We were required to pay the commitment fees when the term loan was repaid, as noted below. Debt issuance costs were deferred and were amortized to interest expense over the debt term using the effective interest method. Debt issuance costs were presented in the consolidated balance sheet as a direct deduction from the carrying value of the term loan. The term loan (including the related amendment) bore interest at a rate of 10.25% payable on a quarterly basis. We had the option to pay a portion of the interest rate in cash, and the remaining portion of the interest rate was added to the debt principal balance as a payment-in-kind. The payment-in-kind was also subject to a commitment fee of 5%. The cash and payment-in-kind interest rates were 7.75% and 2.5%, respectively, through April 2019 and converted to 7.50% and 2.75%, respectively, for the remainder of the term. In 2022 and 2021, we utilized our option to pay the quarterly interest payments in both cash and payment-in-kind.

In connection with the new credit facility with Oxford Finance, as noted below, we repaid all amounts outstanding under the term loan with CRG. This included the principal balance of $135,000, the commitment fee of $6,750, the payment-in-kind commitment fee of $706, and the payment-in-kind interest balance of $14,122. The amount paid also included $1,999 related to interest for the quarter ended September 30, 2022. Additionally, we recorded a loss on debt extinguishment of $2,196 due to the write off of the remaining unamortized debt issuance costs and unamortized commitment fees.

Oxford Term Loan

On September 2, 2022 (the "Effective Date"), we entered into a senior secured term loan agreement with Oxford Finance LLC (“Oxford”), as administrative agent, collateral agent and a lender, and the other lenders from time to time party thereto (collectively, the “Lenders”), pursuant to which the Lenders have agreed to lend an aggregate principal amount of up to $250,000 in a series of term loans (the “Term Loans”). Pursuant to the Oxford Loan Agreement, we received an initial Term Loan of $165,000 on the Effective Date (the “Initial Term Loan”) and may borrow up to an additional $85,000 of Term Loans at our option (such additional Term Loans, the “Delayed Draw Term Loans”). Interest on the Term Loans is a variable rate equal to (i) the secured overnight financing rate ("SOFR") administered by the Federal Reserve Bank of New York for a one-month tenor, subject to a floor of 1.00%, plus (ii) an applicable margin of 6.50%. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on September 1, 2027. The interest rate applied during the month ended September 30, 2022 was 9.02%.

The aggregate proceeds of the Delayed Draw Term Loans drawn on or prior to June 30, 2024 may not exceed $50.0 million unless used for permitted acquisitions and may not exceed $35.0 million drawn on or after July 1, 2024.

The term loan was subject to a commitment fee of $1,650 and an origination fee of $1,650. The Delayed Draw Term Loans are subject to a commitment fee of $850. We incurred additional debt issuance costs of $1,096 related to attorney fees and other third-party costs. The commitment and origination fees are included within debt issuance costs and were deferred and will be amortized to interest expense over the debt term using the straight line method, which is materially consistent with the effective interest method. The debt issuance costs related to the term loan are presented in the consolidated balance sheet as a direct deduction from the carrying value of the term loan. The debt issuance costs related to the delayed draw term loan are presented in the consolidated balance sheet as other assets.

Substantially all of the proceeds from the Initial Term Loan were used to repay in full the $159,300 aggregate principal amount, accrued interest (including “payment in kind” interest) and fees related to the CRG Term Loan, as well as certain fees and expenses payable to Oxford.

The Term Loans are guaranteed by certain of our wholly owned subsidiaries and collateralized by all unrestricted assets.

For certain prepayments of the Term Loans prior to the second anniversary of the Effective Date, the Borrower will be required to pay a prepayment fee ranging from 1.00% to 2.00% of the principal amount of the Term Loans being prepaid.

 

The Oxford Loan Agreement includes customary events of default, including, among others, payment defaults, breach of representations and warranties, covenant defaults, judgment defaults, insolvency and bankruptcy defaults, and change of control. The occurrence of an event of default could result in the acceleration of the obligations under the Loan Agreement, termination of the Term Loan commitments and the right to foreclose on the collateral securing the obligations. During the existence of an event of default, the outstanding Term Loans will accrue interest at a rate per annum equal to 2.00% plus the otherwise applicable interest rate. Additionally, in the event of any contemplated asset sale or series of asset sales yielding net proceeds in excess of $2,500, except those excluded per the Loan Agreement, we are required to prepay the aggregate outstanding principal balance of the Term Loans in an amount equal to the entire amount of the asset sale net proceeds, plus any accrued and unpaid interest.

The Oxford Loan Agreement includes financial covenants that require the Borrower Parties to (i) maintain minimum liquidity, as defined in the Loan Agreement, of $23.0 million and (ii) satisfy a maximum permitted ratio of debt to trailing twelve-month revenue, as set forth in the Loan Agreement. As of September 30, 2022 and December 31, 2021, we were in compliance with the Oxford and CRG financial covenants, respectively.

Future maturities under the term loan as of September 30, 2022 are as follows:

 

Period Ending December 31,

 

Amount

 

2022

 

$

 

2023

 

 

 

2024

 

 

 

2025

 

 

1,650

 

2026

 

 

1,650

 

2027

 

 

161,700

 

 

 

$

165,000