Debt Disclosure | Note 7. Debt As of Maturity Date July 27, 2024 July 29, 2023 Credit Facility June 9, 2028 $ 221,916 $ 249,735 Term Loan — 30,000 sub-total 221,916 279,735 Less: Deferred financing costs, Term Loan (a) — (2,072) Total debt $ 221,916 $ 277,663 Balance Sheet classification: Short-term borrowings $ — $ — Long-term borrowings 221,916 277,663 Total debt $ 221,916 $ 277,663 (a) For additional information on Credit Facility and Term Loan deferred financing costs, see Deferred Financing Costs below. On June 10, 2024, we completed various transactions, including a private equity investment, an equity rights offering, Term Loan debt conversion, and a Credit Facility refinancing, to substantially deleverage our consolidated balance sheet. These transactions also raised additional capital for repayment of indebtedness and provide additional flexibility for future working capital needs. Upon closing of the transactions on June 10, 2024: • We received gross proceeds of $95,000 of new equity capital through a $50,000 new equity investment (the “Private Investment”) led by Immersion and the $45,000 Rights Offering. The transactions infused approximately $85,500 of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining a controlling interest in the Company. See Note 5. Equity and Earnings Per Share . • Our existing Term Loan credit agreement lenders, TopLids and VitalSource, converted approximately $34,000 of outstanding principal and any accrued and unpaid interest into our Common Stock. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share . • We refinanced our Credit Facility providing access to a $325,000 facility maturing in 2028. The refinanced Credit Facility will enhance our financial flexibility and reduce our annual interest expense. See discussion below. Credit Facility As of July 27, 2024, we are party to a credit agreement (the “Credit Agreement”), which was amended and restated (the “A&R Credit Agreement”) on June 10, 2024 (the “Closing Date”), after having been amended numerous times between March 2019 and April 2024, under which the lenders originally committed to provide us with an asset-backed revolving credit facility in an aggregate principal amount of $400,000 (the “Credit Facility”), which was reduced to $380,000 by the April 2024 amendment. Under the A&R Credit Agreement, on the Closing Date, we restructured the Credit Facility to provide an aggregate committed principal amount to up to $325,000 and extended the maturity of the Credit Facility by four years to June 9, 2028. Proceeds from the Credit Facility are and will be used for general corporate purposes, including seasonal working capital needs. The Company has interest-only obligations under the Credit Facility until the maturity date, at which time the total principal outstanding is due and payable. Interest under the Credit Facility accrues, at the election of the Company, either (x) based on the Secured Overnight Financing Rate (“SOFR”), which is subject to a floor of 2.50% per annum, plus a spread of 3.50% per annum or (y) at an alternate base rate, which is subject to a floor of 3.50% per annum, plus a spread of 2.50% per annum, provided that, in the event the Company meets certain financial metrics for a consecutive six-month period beginning and ending after the one-year anniversary of the Closing Date, the foregoing spreads shall be reduced by 0.25% per annum. The A&R Credit Agreement contains customary negative covenants that limit the Company’s ability to incur or assume additional indebtedness, grant or permit liens, make investments, make restricted payments and other specified payments, merge with other entities, dispose of or acquire assets, or engage in transactions with affiliates, among other things. Additionally, the A&R Credit Agreement includes the following financial maintenance covenants: • following the date that is six months following the Closing Date, the Company is required to maintain a minimum Availability (as defined in the A&R Credit Agreement) of (x) $25,000 for the first thirty (30) months after the Closing Date and (y) $30,000 after the date that is thirty (30) months after the Closing Date; • commencing with the month ending May 31, 2025, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing 12-month period; and • commencing with the quarter ending October 31, 2024, the Company is required to maintain a minimum Consolidated EBITDA (as defined in the A&R Credit Agreement), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six-month period for the first test date, (b) the trailing nine-month period of the second test date and (c) for the trailing 12-month period thereafter. The A&R Credit Agreement contains customary events of default, including for non-payment of obligations owing under the Credit Facility, material breaches of representations and warranties, failure to perform or observe covenants, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The A&R Credit Agreement also contains customary affirmative covenants and representations and warranties. The Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the Credit Facility. This is considered an all-assets lien (inclusive of proceeds from tax refunds payable to the Company and a pledge of equity from subsidiaries, exclusive of real estate). In connection with the A&R Credit Agreement, the 1.00% fee payable in connection with the eighth amendment to the Credit Facility (prior to its having been amended and restated) is due and payable (x) 50% on September 2, 2024 and (y) 50% on June 10, 2025. As of July 27, 2024, and through the date of this filing, we believe we were in compliance with the covenants under the A&R Credit Agreement. During the 13 weeks ended July 27, 2024, we borrowed $217,647 and repaid $160,696 under the Credit Facility, and had outstanding borrowings of $221,916 as of July 27, 2024. During the 13 weeks ended July 29, 2023, we borrowed $145,187 and repaid $49,606 under the Credit Facility, and had outstanding borrowings of $249,735 as of July 29, 2023. As of July 27, 2024 and July 29, 2023, we have issued $3,575 and $575, respectively, in letters of credit under the Credit Facility. Term Loan On June 7, 2022, we entered into a Term Loan Credit Agreement (the “Term Loan”) with TopLids LendCo, LLC and Vital Fundco, LLC. The Term Loan provided for term loans in an amount equal to $30,000 and matured on April 7, 2025. The proceeds of the Term Loans were being used to finance working capital, and to pay fees and expenses related to the Term Loan. On June 10, 2024, our existing Term Loan credit agreement lenders converted approximately $34,000 of outstanding principal and accrued and unpaid interest into our Common Stock, resulting in financing noncash flow activity totaling $86,755. We recognized a loss on extinguishment of debt of $55,233 in the condensed consolidated statement of operations in connection with the Term Loan debt conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan, plus unamortized deferred financing costs related to the Term Loan. As a result of the Term Loan Debt Conversion, the Term Loan and its related documentation was terminated. See Note 5. Equity and Earnings Per Share . Deferred Financing Costs The debt issuance costs have been deferred and are presented as noted below in the condensed consolidated balance sheets, and are subsequently amortized ratably over the term of respective debt. As of Balance Sheet Location Maturity Date/ Amortization Term July 27, 2024 July 29, 2023 Credit Facility - Prepaid and Other Current Assets June 9, 2028 $ — $ 13,638 Credit Facility - Other noncurrent assets 14,343 1,432 Credit Facility - sub-total 14,343 15,070 Term Loan - Contra Debt — 2,072 Total deferred financing costs $ 14,343 $ 17,142 Interest Expense The following table disaggregates interest expense for the 13 week periods: 13 weeks ended July 27, 2024 July 29, 2023 Interest Incurred Credit Facility $ 4,784 $ 5,715 Term Loan 453 1,306 Total Interest Incurred $ 5,237 $ 7,021 Amortization of Deferred Financing Costs Credit Facility $ 2,267 $ 944 Term Loan 150 300 Total Amortization of Deferred Financing Costs $ 2,417 $ 1,244 Interest Income, net of expense $ (36) $ (11) Total Interest Expense $ 7,618 $ 8,254 Cash interest paid during the 13 weeks ended July 27, 2024 and July 29, 2023 was $4,732 and $5,534, respectively. |