Notes Payable | 7. Notes Payable Our debt obligations are as follows: Years ended December 31, Interest Rate (1) 2023 2022 Monroe Term Loan (2) 11.96 % $ 53,500,656 $ 61,073,151 Green Remedies Promissory Note (3) 3.00 % 1,101,120 1,637,970 PNC ABL Facility (4) 7.50 % 13,245,489 12,238,034 Total notes payable 67,847,265 74,949,155 Less: Current portion of long-term debt ( 1,158,800 ) ( 1,158,800 ) Less: Unamortized debt issuance costs ( 1,345,339 ) ( 2,122,715 ) Less: Unamortized OID ( 185,793 ) ( 288,643 ) Less: Unamortized OID warrant ( 519,153 ) ( 806,106 ) Notes payable, net $ 64,638,180 $ 70,572,891 (1) Interest rates as of December 31, 2023 (2) Bears interest based on SOFR plus Applicable Margin ranging from 5.5 % to 7.5 % (3) Stated interest rate of 3.0 % (4) Bears interest based on Adjusted Term SOFR plus a margin ranging from 1.75 % to 2.25 % The future minimum principal payments as of December 31, 2023 are as follows: Year Ending December 31, Amount 2024 $ 1,158,850 2025 66,688,415 Total $ 67,847,265 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, 2023 2022 Debt issuance costs Beginning balance $ 2,122,715 $ 2,637,483 Financing costs deferred — 214,550 Less: Amortization expense ( 777,376 ) ( 729,318 ) Debt issuance costs, net of accumulated amortization $ 1,345,339 $ 2,122,715 Revolving Credit Facility On August 5, 2020, QRHC and certain of its subsidiaries entered into a Loan, Security and Guaranty Agreement (the “PNC Loan Agreement”), which was subsequently amended on October 19, 2020, December 7, 2021, August 9, 2022 and December 2, 2022, 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 an asset-based revolving credit facility in the maximum principal amount of $ 25.0 million with a sublimit for issuance of letters of credit of up to 10 % of the maximum principal amount of the revolving credit facility. 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 % (no borrowings as of December 31, 2023), or the Adjusted Term SOFR Rate for the interest period in effect plus a margin ranging from 1.75 % to 2.25 % ( 7.50 % as of December 31, 2023). The maturity date of the revolving credit facility is April 19, 2025. The revolving credit facility contains an accordion feature, subject to PNC’s approval, permitting the revolving credit facility to be increased by up to $ 10 million. Certain of QRHC’s subsidiaries are the borrowers under the PNC Loan Agreement. QRHC and one of its 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 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. As of December 31, 2023, the ABL Facility borrowing base availability was $ 25,000,000 , of which $ 13,245,489 principal was outstanding. Monroe Term Loan On October 19, 2020, QRHC and certain of its 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, December 7, 2021, August 9, 2022, and December 2, 2022, 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 $ 53.5 million as of December 31, 2023. The senior secured term loan accrues interest at the SOFR Rate for SOFR Loans plus the Applicable Margin; provided, that if the provision of SOFR 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) • 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 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 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 grant-date fair 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 are being 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, 2023 and 2022 was $ 7,785,516 and $ 6,002,649 , respectively. Debt issuance cost of $ 3,323,906 is being amortized to interest expense over the lives of the related debt arrangements. Interest expense related to amortization of debt issuance fees, debt discount costs and interest related to vendor supply chain financing programs was $ 1,943,582 and $ 1,278,092 , respectively, for the years ended December 31, 2023 and 2022 . |