Notes Payable and Other Long-Term Liabilities, Net | 7. Notes payable and Other long-term liabilities, net Our debt obligations are as follows: Years ended December 31, Interest Rate (1) 2021 2020 Monroe Term Loan (2) 7.5 % $ 58,585,000 $ 11,500,000 Green Remedies Promissory Note (3) 3.0 % 2,040,607 2,684,250 PNC ABL Facility (4) 3.0 % 7,234,737 4,299,333 Total notes payable 67,860,344 18,483,583 Less: Current portion of long-term debt ( 1,329,109 ) ( 624,383 ) Less: Unamortized debt issuance costs ( 2,637,483 ) ( 1,670,529 ) Less: Unamortized OID ( 391,493 ) ( 494,343 ) Less: Unamortized OID warrant ( 1,093,058 ) ( 745,703 ) Notes payable, net $ 62,409,201 $ 14,948,625 (1) Interest rates as of December 31, 2021 (2) Bears interest at LIBOR rate plus Applicable Margin ranging from 5.5 %- 7.5 % (3) Stated interest rate of 3.0 %, discounted cash flow rate of 13 % (4) Bears interest at a Base rate, as defined, plus a margin of 0.75 % to 1.25 % The future minimum principal payments as of December 31, 2021 are as follows: Year Ending December 31, Amount 2022 $ 1,329,109 2023 1,123,900 2024 1,123,850 2025 64,283,485 Total $ 67,860,344 We capitalize financing costs we incur related to implementing our debt arrangements. We record these debt issuance costs associated with our revolving credit facility and our term loan as a reduction of long-term debt, net and amortize them over the contractual life of the related debt arrangements. The table below summarizes changes in debt issuance costs. December 31, 2021 2020 Debt issuance costs Beginning balance $ 1,670,529 $ 203,453 Financing costs deferred 1,351,500 1,757,856 Less: Amortization expense ( 384,546 ) ( 143,365 ) Less: write-offs — ( 147,415 ) Debt issuance costs, net of accumulated amortization $ 2,637,483 $ 1,670,529 Revolving Credit Facility On August 5, 2020, QRHC and certain of its domestic subsidiaries entered into a Loan, Security and Guaranty Agreement (the “PNC Loan Agreement”), which was subsequently amended on October 19, 2020 and December 7, 2021, with BBVA USA (which was subsequently succeeded in interest by PNC Bank, National Association ("PNC")), as a lender, and as administrative agent, collateral agent, and issuing bank, which provides for a credit facility (the “ABL Facility”) comprising the following: • An asset-based revolving credit facility in the maximum principal amount of $ 15.0 million with a sublimit for issuance of letters of credit of up to 10 % of the maximum principal amount of the revolving credit facility. Each loan under the revolving credit facility bears interest, at the borrowers’ option, at either the Base Rate, plus a margin ranging from 0.75 % to 1.25 % ( 3.0 % as of December 31, 2021), or the LIBOR Lending Rate for the interest period in effect plus a margin ranging from 1.75 % to 2.25 % ( no borrowings as of December 31, 2021). The maturity date of the revolving credit facility is April 19, 2025 . The revolving credit facility contains an accordion feature permitting the revolving credit facility to be increased by up to $ 10 million. • An equipment loan facility in the maximum principal amount of $ 2.0 million. Loans under the equipment loan facility may be requested at any time until August 5, 2023. Each loan under the equipment loan facility bears interest, at the borrowers’ option, at either the Base Rate, plus 1.75 %, or the LIBOR Lending Rate for the Interest Period in effect, plus 2.75 %. The maturity date of the equipment loan facility is April 19, 2025 . Certain of QRHC’s domestic subsidiaries are the borrowers under the PNC Loan Agreement. QRHC and one of its domestic subsidiaries are guarantors under the PNC Loan Agreement. As security for the obligations of the borrowers under the PNC Loan Agreement, (i) the borrowers under the PNC Loan Agreement have granted a first priority lien on substantially all of their tangible and intangible personal property, including a pledge of the capital stock and membership interests, as applicable, of certain of QRHC’s direct and indirect subsidiaries, and (ii) the guarantors under the PNC Loan Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of certain of QRHC’s direct and indirect domestic subsidiaries. The PNC Loan Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio. In addition, the PNC Loan Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matter customarily restricted in such agreements. The PNC Loan Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, change of control, and failure of any guaranty or security document supporting the PNC Loan Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the PNC Loan Agreement may be accelerated and become immediately due and payable. The PNC Loan Agreement replaced our Loan, Security and Guaranty Agreement, dated as of February 24, 2017, with Citizens Bank, National Association (the “Citizens Bank Loan Agreement”), which was paid off and terminated effective August 5, 2020. We recorded $ 167,964 in loss on extinguishment of debt in connection with this loan termination, including the write-off of the unamortized portion of debt issuance costs and fees directly associated with the loan payoff. As of December 31, 2021, the ABL Facility borrowing base availa bility was $ 15,000,000 , of which $ 7,234,737 principal was outstanding. It is possible that LIBOR may be phased out beginning in 2022. The ABL Facility provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable. However, there can be no assurances as to whether such replacement or alternative rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the potential phasing out of LIBOR beginning in 2022 and will work with PNC to ensure any transition away from LIBOR will have minimal impact on our financial condition. We, however, can provide no assurances regarding the impact of the discontinuation of LIBOR on the interest rate that we would be required to pay or on our financial condition. PPP Loan As a result of the uncertainty surrounding the COVID-19 pandemic and its impact on our operating results, we applied for and, on May 5, 2020, we received loan proceeds of $ 1.4 million under the Paycheck Protection Program (“PPP”) under a promissory note from BMO Harris Bank National Association (the “PPP Loan”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). We used the $ 1.4 million of loan proceeds to fund eligible payroll, rent and utility expenses under the terms of the PPP Loan. As a result, we met the PPP eligibility criteria for forgiveness and have concluded that the PPP Loan represents, in substance, funds provided under a government grant. We received confirmation from BMO Harris Bank of the full loan forgiveness and repayment by the SBA effective December 28, 2020. As such, in accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance,” we recognized the use of $ 1.4 million of the loan proceeds for the year ended December 31, 2020 as Other Income. Monroe Term Loan On October 19, 2020, QRHC and certain of its domestic subsidiaries entered into a Credit Agreement (the “Credit Agreement”), dated as of October 19, 2020, which was subsequently amended on September 3, 2021, December 1, 2021 and December 7, 2021, with Monroe Capital Management Advisors, LLC ("Monroe Capital"), as administrative agent for the lenders thereto. Among other things, the Credit Agreement provides for the following: • A senior secured term loan facility in the principal amount of $ 58.7 million. The senior secured term loan accrues interest at the LIBOR Rate for LIBOR Loans plus the Applicable Margin; provided, that if the provision of LIBOR Loans becomes unlawful or unavailable, then interest will be payable at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans. The maturity date of the term loan facility is October 19, 2025 (the "Maturity Date"). The senior secured term loan will amortize in aggregate annual amounts equal to 1.00 % of the original principal amount of the senior secured term loan facility with the balance payable on the Maturity Date. Proceeds of the senior secured term loan are permitted to be used for Permitted Acquisitions (as defined in the Credit Agreement). • A delayed draw term loan facility in the maximum principal amount of $ 16.0 million. Loans under the delayed draw term loan facility may be requested at any time until June 7, 2022. Pricing and maturity for the outstanding principal amount of the delayed draw term loan shall be the same as for the senior secured term loan. Proceeds of the delayed draw term loan are to be used for Permitted Acquisitions. • An accordion term loan facility in the maximum principal amount of $5.3 million. Loans under the accordion loan facility may be requested at any time until the Maturity Date. Each accordion term loan shall be on the same terms as those applicable to the senior secured term loan. Proceeds of accordion term loans are permitted to be used for Permitted Acquisitions. Certain of QRHC’s domestic subsidiaries are the borrowers under the Credit Agreement. QRHC is the guarantor under the Credit Agreement. As security for the obligations of the borrowers under the Credit Agreement, (i) the borrowers under the Credit Agreement have granted a first priority lien on substantially all of their tangible and intangible personal property, including a pledge of the capital stock and membership interests, as applicable, of certain of QRHC’s direct and indirect subsidiaries, and (ii) the guarantors under the Credit Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of QRHC’s direct and indirect domestic subsidiaries. The Credit Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio and a senior net leverage ratio. In addition, the Credit Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, change of control, and failure of any guaranty or security document supporting the Credit Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the Credit Agreement may be accelerated and become immediately due and payable. At the same time as the borrowing of the initial $ 11.5 million under the Credit Agreement in October 2020, in a separate agreement, we issued Monroe Capital a warrant to purchase 500,000 shares of QRHC’s common stock exercisable immediately. For the delayed draw term loan facility, we issued a separate warrant to purchase 350,000 shares upon drawing on this facility on October 19, 2021. Both warrants have an exercise price of $ 1.50 per share and an expiration date of March 19, 2028 . We estimated the value of the warrants issued using the Black Scholes option pricing model and recorded a debt discount of approximately $ 766,000 in 2020 for the 500,000 -share warrant and $ 536,000 in 2021 for the 350,000 -share warrant which will be amortized over the term of the Credit Agreement. We also executed a letter agreement that provides that the warrant holder will receive minimum net proceeds of $ 1 million less any net proceeds received from the sale of the warrant shares, which is conditional on the full exercise and sale of all the warrant shares at the same time and upon a date two years after the closing date of such agreement. Green Remedies Promissory Note On October 19, 2020, we issued an unsecured subordinated promissory note to the seller of Green Remedies in the aggregate principal amount of $ 2,684,250 , payable commencing on January 1, 2021 in quarterly installments through October 1, 2025 and subject to an interest rate of 3.0 % per annum. Interest Expense The amount of interest expense related to borrowings for the years ended December 31, 2021 and 2020 was $ 1,609,344 and $ 475,071 , respectively. Debt issuance cost of $ 3,109,356 is being amortized to interest expense over the lives of the related debt arrangements. As of December 31, 2021, the unamortized portion of the debt issuance costs was $ 2,637,483 . The amount of interest expense related to the amortization of debt issuance costs for the years ended December 31, 2021 and 2020 was $ 384,546 and $ 143,365 , respectively. Debt discount (“OID”) of $ 2,210,148 is being amortized to interest expense over the lives of the related debt and consideration arrangements. As of December 31, 2021 and 2020, the unamortized portion of OIDs was $ 1,643,523 and $ 1,596,144 , respectively. The amount of interest expense related to the amortization of OID costs for the years ended December 31, 2021 and 2020 is $ 488,591 and $ 78,034 , respectively. Other long-term liabilities, net December 31, 2021 2020 Deferred consideration - earn-out $ 781,000 $ 440,000 Deferred seller consideration, net — 986,028 Operating lease liability - long-term portion 1,123,799 543,564 Other 4,167 4,167 $ 1,908,966 $ 1,973,759 We recorded an earn-out in connection with the Green Remedies Acquisition as further described in Note 3. The earn-out is not to exceed $ 2,250,000 over an earn-out period, as defined in the Asset Purchase Agreement. We valued the earn-out liability at $ 556,000 and $ 440,000 at December 31, 2021 and 2020, respectively, using a Monte Carlo simulation. The non-current portion of earn-out consideration related to other acquisitions is $ 225,000 as of December 31, 2021. |