Long Term Debt, Net | Long Term Debt, Net Hayfin Loan Agreement On June 30, 2020, the Company entered into a Loan Agreement with, among others, Hayfin Services, LLP (“ Hayfin ”), an affiliate of Hayfin Capital Management LLP (the “ Hayfin Loan Agreement ”), which Hayfin funded on July 2, 2020 (the “ Closing Date ”), providing the Company with a senior secured term loan in an aggregate amount of $50 million (the “ Term Loan ”). The Term Loan matures on June 30, 2025 (the “ Maturity Date ”). Interest is payable on the Term Loan for the principal balance outstanding quarterly through the Maturity Date. No principal payments on the Term Loan are due and payable until the Maturity Date. The Hayfin Loan Agreement also provided the Company an option to draw on an additional delayed draw term loan (the “ DD TL ,” collectively with the Term Loan, the “ Credit Facilities ”) in the form of a committed but undrawn facility until June 30, 2021. The Company did not exercise the option. On February 28, 2022 (the “ Amendment Date ”), the Company executed an Amendment to the Hayfin Loan Agreement (the “ Amendment ”). The Amendment was accounted for as a modification. No gain or loss was recognized as a result of the Amendment and there was no change to the carrying amount of the debt on the Amendment Date. The interest rate applicable to any borrowings under the Hayfin Loan Agreement, as amended, accrues at a rate equal to LIBOR (subject to a floor of 1.5%) plus a margin of 6.75% per annum. If LIBOR is unavailable, the Term Loan will carry interest at the 6.75% margin plus the greatest of the Prime Rate, the Federal Funds Rate plus 0.5% per annum, and 2.5%. An additional 3.0% margin is applied to the interest rate in the event of a default as defined by the Hayfin Loan Agreement. At issuance and as of March 31, 2022, the Term Loan carried an interest rate of 8.3%. The Hayfin Loan Agreement, as amended, contains financial covenants requiring the Company, on a consolidated basis, to maintain the following: • Minimum Consolidated Total Net Sales (as defined in the Hayfin Loan Agreement, as amended) of varying amounts, required to be calculated on a quarterly basis, and • Minimum Liquidity (as defined in the Hayfin Loan Agreement, as amended) of $20 million, an at-all-times financial covenant tested monthly. As of March 31, 2022, the Company is in compliance with all financial covenants required under the Hayfin Loan Agreement. The Hayfin Loan Agreement also includes events of default customary for facilities of this type, and upon the occurrence of such events of default, subject to customary cure rights, the Term Loan may be accelerated or the lenders’ commitments terminated. Mandatory prepayments are also required in the event of a change in control, incurring other indebtedness, certain proceeds from disposal of assets and insured casualty event (as defined in the Hayfin Loan Agreement). Annually, beginning with the fiscal year ended December 31, 2021, the Company is required to prepay the outstanding loans based on a percentage of Excess Cash Flow (as defined in the Hayfin Loan Agreement), if such is generated. No such prepayments have been required as of March 31, 2022. A breach of a financial covenant in the Hayfin Loan Agreement, if uncured or unable to be cured, would likely result in an event of default that could trigger the lender’s remedies, including acceleration of the entire principal balance of the loan as well as any applicable prepayment premiums. The Hayfin Loan Agreement, as amended, also specifies that any prepayment of the Term Loan, voluntary or mandatory, will subject the Company to a prepayment premium applicable as of the date of the prepayment as follows: • On or before July 2, 2023: 2% of the principal balance repaid. • After July 2, 2023 and on or before July 2, 2024: 1% of the principal balance repaid. • After July 2, 2024: no premium. Hayfin maintains a first-priority security interest in substantially all of the Company’s assets. Original issue discount and deferred financing costs were allocated between the sale of the Series B Preferred Stock (which occurred on the same day as the funding of the Hayfin Loan Agreement as described below in Note 10) and the Hayfin Loan Agreement on the basis of the relative fair values of the transactions. The costs allocated to the Hayfin Loan Agreement were further allocated between the Term Loan and the DD TL on the basis of the maximum potential principal outstanding between the Credit Facilities. The allocation of the deferred financing costs and original issue discount between the Term Loan and the DD TL on July 2, 2020 was as follows (amounts in thousands): July 2, 2020 Term Loan DD TL Total Original issue discount $ 333 $ 167 $ 500 Deferred financing costs 2,169 1,084 3,253 Deferred financing costs and original issue discount associated with the Term Loan are amortized using the effective interest method through the Maturity Date. The amortization of such amounts is presented as part of interest expense, net on the unaudited condensed consolidated statement of operations. Unamortized deferred financing costs and original issue discount associated with the Term Loan are presented as a reduction to the principal balance on the Term Loan as part of long term debt, net on the unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. Deferred financing costs and original issue discount associated with the DD TL were amortized using the straight line method through the expiration of the DD TL commitment term on June 30, 2021. Amortization of these amounts is presented as part of interest expense, net on the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021. The DD TL was subject to a commitment fee of 1% per annum of the amount undrawn, which was recognized as interest expense. The balances of the Term Loan as of March 31, 2022 and December 31, 2021 were as follows (amounts in thousands): March 31, 2022 December 31, 2021 Outstanding principal $ 50,000 $ 50,000 Deferred financing costs (1,526) (1,624) Original issue discount (235) (249) Long term debt, net $ 48,239 $ 48,127 Interest expense related to the Term Loan, included in interest expense, net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands): Three Months Ended March 31, 2022 2021 Stated interest $ 1,031 $ 1,031 Amortization of deferred financing costs 97 89 Accretion of original issue discount 15 13 Interest expense $ 1,143 $ 1,133 ` Interest expense related to the DD TL, included in interest expense, net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands): Three Months Ended March 31, 2022 2021 Commitment fee $ — $ 63 Amortization of deferred financing costs — 271 Accretion of original issue discount — 41 Interest expense $ — $ 375 A summary of principal payments due on the Term Loan, by year, from March 31, 2022 through maturity are as follows (amounts in thousands): Year ending December 31, Principal 2022 (excluding the three months ended March 31, 2022) $ — 2023 — 2024 — 2025 50,000 2026 — Thereafter — Total long term debt $ 50,000 As of March 31, 2022, the fair value of the Term Loan was $47.4 million. This valuation was calculated based on a series of Level 2 and Level 3 inputs, including a discount rate based on the credit risk spread of debt instruments of similar risk character in reference to U.S. Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company. The remaining cash flows associated with the Term Loan were discounted to March 31, 2022 using this discount rate to determine fair value. |