Credit Facilities

9 Months Ended

Sep. 30, 2021

7.	Credit Facilities

The Company’s long-term borrowings are as follows:


	As of September 30, 2021			As of December 31, 2020

Credit facility	$	185,000		$	137,950
Loan under paycheck protection program		—			10,000
Revolving loan		—			42,600

Total borrowings		185,000			190,550
Less:
Unamortized discount on debt		—			(426	)
Unamortized deferred financing cost		(1,472	)		(431	)

Long-term borrowings	$	183,528		$	189,693

In July 2016, the Company entered into a revolving credit, guarantee and security agreement with a financial institution and subsequently amended the agreement in May 2017. The agreement provides for a maximum revolving advance amount of $50,000. Interest on the outstanding balance is charged at an annual rate of the financial institution’s Prime Lending Rate (“PLR”)+

1.25

% or London Interbank Offered Rate (“LIBOR”)+

2.25

%, as elected by the Company. As of December 31, 2020, the outstanding balance of the revolving loan was $42,600. In addition, the Company also had an outstanding letter of credit amounting to $7,272 against the available revolving credit facility as of December 31, 2020. The credit facility was fully secured by the financial institution with a first lien on the Company’s account receivables. The Senior Secured Credit Facility, availed by the Company on February 3, 2021, was used to fully repay and terminate this Credit Agreement with a total payoff amount of $42,792.

In July 2015, the Company entered into a term loan facility with a financial institution that was also invested in the Company’s Series

E-1

redeemable convertible preferred stock and subsequently invested in the Company’s Series F redeemable convertible preferred stock. The term loan facility, as amended, is for up to $142,950, which consists of a $70,000 initial term loan that was drawn at closing date, a $32,950 delay draw term loan and $40,000 in an incremental term loan commitment. As of December 31, 2020, the Company has an undrawn facility of $5,000, on the delay draw term loan. Interest on the outstanding balances is payable quarterly at an annual rate of

LIBOR+7.5

%. Interest expense for the term loan is calculated using a LIBOR rate of no lower than 1.0%. The extensions of credit may be used solely (a) to refinance indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for working capital, capital expenditures, acquisitions and redemptions of equity interests and (d) for other general corporate purposes and shall not be used for purchases of margin stock. The Company will be required to repay the principal balance and any unpaid accrued interest on the loans at the maturity date of July 29, 2022. The financial institution had a second lien on the account receivables of the Company and first lien on all the other assets. The Senior Secured Credit Facility, availed by the Company on February 3, 2021, was used to fully repay and terminate this Credit Agreement with a total payoff amount of $137,953.

On February

3, 2021, the Company entered into a $

222,500

Senior Secured Credit Facility (“Senior Secured Credit Facility”) with a syndicate of financial institutions and institutional lenders led by BofA Securities, Inc., as a lead arranger and sole bookrunner, and Bank of America, N.A., as sole administrative agent.

The Senior Secured

Credit Facility is for up to $222,500, which consists of (i) a $73,750 initial Revolving Facility that was drawn at closing date, (ii) a $111,250 Term Facility that was drawn at closing date, and (iii) a $37,500 in incremental Revolving Facility commitment that remains undrawn. In addition, the Company has an outstanding letter of credit amounting to $7,272

against the available revolving credit facility, of which a letter of credit amounting to $6,028 against the amount payable to eBay

is in the process of being

cancelled (refer to Note 6). The credit facility was fully secured by the financial institution with a first lien on the Company’s

assets.

Interest on the

current outstanding balances is payable quarterly and calculated using a LIBOR rate of no lower than LIBOR+2.125% and no higher than LIBOR+2.625% based on the Company’s consolidated net leverage ratio stated in the credit agr

ement. The extensions of credit may be used solely (a) to refinance existing indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for acquisitions, and (d) for other general corporate purposes. The Company is required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on February 3, 2026. The Company incurred $1,699 as debt issuance costs in the form of the legal fee, underwriter’s fee, etc., and these costs are recognized as a reduction in the long-term borrowings in the condensed unaudited consolidated balance sheets, and are being amortized over the term of the contract on a straight-line basis.

The Senior

Secured Credit Facility contains certain financial maintenance covenants including consolidated net leverage ratio and consolidated fixed charge coverage ratio. In addition, this agreement contains restrictive covenants that may limit the Company’s ability to, among other things, acquire equity interest of the Company from its shareholders, repurchase / retire any of the Company’s securities, and pay dividends or distribute excess cash flow. Additionally, the Company is required to submit periodic financial covenant letters that would include current net leverage ratio and fixed charge coverage ratio, among others. As of September 30, 2021, applicable total leverage ratio and fixed charge coverage ratio was 4.0 and 1.25, respectively and the Company was in compliance with these covenants.

Since the time

lag between the effective date of the new credit facility and September 30, 2021 is minimal and the interest rates on the Company’s new credit facility approximates the current market rates, the fair value of the debt is approximately equal to the carrying amount as of September 30, 2021.

On April 23, 2020, the Company received proceeds from a

loan

in the amount of $10,000, bearing annual interest of 1% and was due on

April 24, 2022

(the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company evaluated the applicable accounting guidance relative to the PPP Loan and accounted for the proceeds of the PPP Loan as debt under ASC 470. On June 10, 2021, the Small Business Administration (“SBA”) approved the forgiveness for the full amount of the PPP Loan which included principal of $10,000. The Company recognized the reversal of the debt liability upon forgiveness of the PPP Loan as “Gain on extinguishment of debt” in its condensed unaudited consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2021. As of September 30, 2021, the repayment schedule for the long-term borrowings was as follows:


	As of September 30, 2021
Year Ended December 31,
Remaining three months of 2021	$	—
2022		5,625
2023		11,250
2024		11,250
2025		16,875
2026 and thereafter		140,000

Total*	$	185,000

*Includes $4,219 repayable against the term loan facility within

the

twelve month period ending September 30, 2022. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the condensed unaudited balance sheets as of September 30, 2021.