DEBT | 3. DEBT Credit Facilities On October 15, 2020, the Company and its subsidiary, Summer Infant (USA), Inc., as borrowers, entered into a Third Amended and Restated Loan and Security Agreement (the “Third Restated BofA Agreement”) with Bank of America, N.A. (“BofA”) that replaced its existing agreement with BofA and funded in part the prepayment of the Company’s outstanding term loan with Pathlight Capital LLC, increased revolver and lowered its interest rates. Information about the Third Restated BofA Agreement is included below in Note 9. The following description of debt reflects the Company’s agreements that were effective as of September 26, 2020. Bank of America Credit Facility. On June 28, 2018, the Company and Summer Infant (USA), Inc., as borrowers, entered into a Second Amended and Restated Loan and Security Agreement with Bank of America, N.A., as agent, the financial institutions party to the agreement from time to time as lenders, and certain subsidiaries of the Company as guarantors, as amended through August 2020 (as amended, the “Restated BofA Agreement”). The Restated BofA Agreement replaced the Company’s prior credit facility with Bank of America, and provided for an asset-based revolving credit facility with a letter of credit sub-line facility. As of September 26, 2020, total revolver commitments under the credit facility were $48,000. The total borrowing capacity as of September 26, 2020 was based on a borrowing base, defined as 85% of eligible receivables plus the lesser of (i) 70% of the value of eligible inventory or (ii) 85% of the net orderly liquidation value of eligible inventory, less applicable reserves. The scheduled maturity date of loans under the Restated BofA Agreement was June 28, 2023 (subject to customary early termination provisions). As a result of the amendments made to the Restated BofA Agreement in the first nine months of 2020, (i) the definition of Financial Covenant Trigger Amount was modified, (ii) the lenders' aggregate revolver commitments were reduced to $48,000, (iii) the definition of EBITDA was amended to exclude certain fees and expenses, (iv) the Company was required to meet certain minimum net sales amounts for each period of three consecutive fiscal months through the three-month period ending December 31, 2020, (v) the Company was required to meet a certain minimum EBITDA (as defined in the Restated BofA Agreement) as of the end of each fiscal month, calculated on a trailing 12-month basis, (vi) the applicable margin and applicable unused line fee rate were increased, (vii) a LIBOR floor of 0.75% was added, (viii) certain reporting requirements were modified, (ix) the maximum percentage of accounts owing from the Amazon Companies that could be included as eligible accounts was temporarily increased and (x) certain provisions were modified to accommodate the PPP Loan described below. All obligations under the Restated BofA Agreement were secured by substantially all the assets of the Company, including a first priority lien on accounts receivable and inventory and a junior lien on certain assets subject to the Term Loan lender’s first priority lien described below. Summer Infant Canada Limited and Summer Infant Europe Limited, subsidiaries of the Company, were guarantors under the Restated BofA Agreement. Proceeds from the loans were used to satisfy existing debt, pay fees and transaction expenses associated with the closing of the Restated BofA Agreement and could be used to pay obligations under the Restated BofA Agreement, and for lawful corporate purposes, including working capital. Loans under the Restated BofA Agreement bore interest, at the Company’s option, at a base rate or at LIBOR, plus applicable margins based on average quarterly availability under the Restated BofA Agreement. Interest payments were due monthly, payable in arrears. The Company was also required to pay an annual non-use fee on unused amounts, as well as other customary fees as are set forth in the Restated BofA Agreement. The Restated BofA Agreement contained customary affirmative and negative covenants. Among other restrictions, the Company was restricted in its ability to incur additional debt, make acquisitions or investments, dispose of assets, or make distributions unless in each case certain conditions were satisfied. The Company was also required to meet certain financial covenants through the end of fiscal 2020, specifically (a) a minimum net sales amount for each period of three consecutive fiscal months, measured at the end of each month, and (b) a trailing, 12-month minimum adjusted EBITDA amount (as defined in the Restated BofA Agreement), measured at the end of each fiscal month. In addition, if availability fell below agreed minimum amounts, a springing covenant would have been in effect requiring the Company to maintain a fixed charge coverage ratio at the end of each fiscal month of at least 1.0 to 1.0 for the twelve-month period then ended. The Restated BofA Agreement also contained customary events of default, including a cross default with the Term Loan Agreement described below or the occurrence of a change of control. In the event of a default, the lenders could declare all of the obligations of the Company and its subsidiaries under the Restated BofA Agreement immediately due and payable. For events of default relating to insolvency and receivership, all outstanding obligations automatically would have become due and payable without any action on the part of the lenders. As of September 26, 2020, under the Restated BofA Agreement, the rate on base-rate loans was 5.75% and the rate on LIBOR-rate loans was 4.25%. The amount outstanding on the Restated BofA Agreement at September 26, 2020, was $16,255 and borrowing availability was $15,924. The amendments executed in the nine months ended September 26, 2020 were evaluated to determine the proper accounting treatment for the transactions. Accordingly, debt extinguishment accounting was used to account for the reduction in the total revolver commitments under the credit facility, resulting in the write off of $266 in remaining unamortized deferred financing costs during the three months ended March 28, 2020. Term Loan Agreement. On June 28, 2018, the Company and Summer Infant (USA), Inc., as borrowers, entered into a Term Loan and Security Agreement with Pathlight Capital LLC, as agent, each lender from time to time a party thereto, and certain subsidiaries of the Company as guarantors, as amended of IP Advance Rate Reduction was modified , (ii) t he definition of Term Loan Borrowing Base was modified to deduct a specified equipment reserve amount from the calculation of the borrowing base, (iii) the definitions of Financial Covenant Trigger Amount and EBITDA were amended consistent with the Restated BofA Agreement, (iv) consistent with the Restated BofA Agreement, the Company was required to meet certain minimum net sales amounts for each period of three consecutive fiscal months through the three-month period ending December 31, 2020 and certain minimum EBITDA as of the end of each fiscal month, calculated on a trailing 12-month period, (v) principal payments on the term loan were suspended for 2020 and such payments were to resume in March 2021, (vi) a LIBOR floor of 0.75% was added, (vii) certain reporting requirements were modified, and (viii) certain provisions were modified to accommodate the PPP Loan described below. In addition, as described below, beginning March 10, 2020, the Term Loan began to bear additional interest, to be paid in kind ("PIK interest") at an annual rate of 4.0%. The principal of the Term Loan was to be repaid, on a quarterly basis, in installments of $219, with the first installment having been paid on December 1, 2018, until paid in full on termination. In connection with the March 2020 amendment, principal payments on the Term Loan were suspended for 2020 and were to resume in March 2021. The Term Loan bore interest at an annual rate equal to LIBOR, plus 9.0%. Cash interest payments were due monthly, in arrears. In addition, the Term Loan began to accrue PIK (payment in kind) interest at an annual rate of 4.0% in March 2020, which interest would become payable upon the earlier to occur of (i) the repayment of the Term Loan in full, (ii) a sale or merger of the Company, (iii) the occurrence of default or event of default under the Term Loan Agreement, or (iv) the Company achieving adjusted EBITDA of $12 million (calculated on a trailing, 12-month basis). If, and only if, the PIK interest became due and payable as a result of the Company achieving the adjusted EBITDA event noted in clause (iv), then the Company was required to pay all PIK interest then due and thereafter, PIK interest would continue to accrue and be paid on each subsequent anniversary of such event. Obligations under the Term Loan Agreement were also subject to a prepayment penalty if the Term Loan was repaid prior to the third anniversary of the closing of the Term Loan. The Term Loan Agreement contained customary affirmative and negative covenants that were substantially the same as the Restated BofA Agreement. Consistent with the Restated BofA Agreement, the Company was also required to meet certain financial covenants through the end of fiscal 2020, specifically (a) a minimum net sales amount for each period of three consecutive fiscal months, measured at the end of each month, and (b) a trailing, 12-month minimum adjusted EBITDA amount (as defined in the Restated BofA Agreement), measured at the end of each fiscal month. In addition, consistent with the Restated BofA Agreement, if availability fell below a specified amount as described above, then the Company was required to maintain a fixed charge coverage ratio at the end of each fiscal month of at least 1.0 to 1.0 for the twelve-month period then ended. The Term Loan Agreement also contained events of default, including a cross default with the Restated BofA Agreement or the occurrence of a change of control. In the event of a default, the lenders could declare all of the obligations of the Company and its subsidiaries under the Term Loan Agreement immediately due and payable. For events of default relating to insolvency and receivership, all outstanding obligations automatically become due and payable without any action on the part of the lenders. As of September 26, 2020, the interest rate on the Term Loan was 9.75% of cash interest and 4.0% of PIK interest. The amount outstanding on the Term Loan at September 26, 2020 was $16,406 and $366 of accrued PIK interest. Aggregate maturities of bank debt related to the Restated BofA Agreement and the Term Loan Agreement including PIK interest as of September 26, 2020 was as follows: Fiscal Year ending: 2020 — 2021 875 2022 875 2023 and thereafter $ 31,277 Total $ 33,027 Unamortized debt issuance costs were $2,197 at September 26, 2020 and $2,398 at December 28, 2019, and are presented as a direct deduction of long-term debt on the condensed consolidated balance sheets. PPP Loan . On August 3, 2020, the Company received loan proceeds of $1,956 (the "PPP Loan") pursuant to the Paycheck Protection Program ("PPP") administered by the U.S. Small Business Administration under the U.S. CARES Act. The PPP Loan, which was in the form of a promissory note (the "PPP Note"), between the Company and BofA, as the lender, matures on July 27, 2025 and bears interest at a fixed rate of 1% per annum, payable monthly commencing six months from the date of the PPP Loan. The Company may voluntarily prepay the borrowings in full with no associated penalty or premium. Under the terms of the PPP, the principal and interest may be forgiven if the PPP Loan proceeds are used for qualifying expenses, including payroll costs, rent and utility costs. The PPP Note contains customary representations, warranties, and covenants for this type of transaction, including customary events of default relating to, among other things, payment defaults and breaches of representations and warranties or other provisions of the PPP Note. The occurrence of an event of default may result in, among other things, the Company becoming obligated to repay all amounts outstanding under the PPP Note. |