Debt | Note 8. Debt Our long-term debt consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Prior Senior Secured Credit Facility $ — $ — Promissory notes 303 — Finance leases 7,664 7,818 Total debt 7,967 7,818 Less: current portion ( 1,777 ) ( 1,483 ) Long-term debt $ 6,190 $ 6,335 The estimated fair value of total debt as of March 31, 2022 and December 31, 2021 was $ 7.2 million and $ 7.5 million, respectively. At March 31 2022, the fair value of the promissory note approximated the carrying value due to a variable interest rate and the ability to repay the note at any time. The fair value of the finance leases was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments at our incremental borrowing rate through the date of maturity. Below is a description of our credit agreement and other financing arrangements. Prior Senior Secured Credit Facility On May 1, 2019, we entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with Pioneer Investment, Inc., as U.S. borrower (“Pioneer”), NCS Multistage Inc., as Canadian borrower (“NCS Canada”; together with Pioneer, the “Borrowers”), Pioneer Intermediate, Inc. (together with the Company, the “Parent Guarantors”), the lenders party thereto, Wells Fargo Bank, National Association as administrative agent (the “Prior U.S. Agent”) in respect of the U.S. facility provided therein and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent (the “Prior Canadian Agent”) in respect of the Canadian Facility provided therein. The 2019 Credit Agreement amended and restated our prior credit agreement in its entirety. On August 6, 2020, we entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “the 2020 Amendment”; the 2019 Credit Agreement, as amended by the 2020 Amendment, the “Prior Amended Credit Agreement”) with the Borrowers, Pioneer Intermediate, Inc., certain subsidiaries of the Borrowers, the lenders party thereto, the Prior U.S. Agent and the Prior Canadian Agent. The facility provided pursuant to the Prior Amended Credit Agreement is referred to herein as the “Prior Senior Secured Credit Facility”. The Prior Senior Secured Credit Facility consists of a senior secured revolving credit facility in an aggregate principal amount of $ 25.0 million made available to Pioneer, of which up to $ 2.5 million may be made available for letters of credit and up to $ 2.5 million may be made available for swingline loans. NCS Canada may make borrowings under the Prior Senior Secured Credit Facility , subject to a $ 15.0 million sublimit. Total borrowings available to the Borrowers under the Prior Senior Secured Credit Facility may be limited subject to a borrowing base calculated on eligible receivables, which does not include receivables at Repeat Precision. Our borrowing base under the Prior Senior Secured Credit Facility as of March 31, 2022 was $ 17.5 million. The Prior Senior Secured Credit Facility matures on May 1, 2023 . As of March 31, 2022 and December 31, 2021, we had no outstanding indebtedness under the Prior Senior Secured Credit Facility, and we utilized letter of credit commitments of less than $ 0.1 million. Borrowings under the Prior Senior Secured Credit Facility may be made in U.S. dollars for Adjusted Base Rate Advances, and in U.S. dollars, Canadian dollars or Euros for Eurocurrency Rate Advances (each as defined in the Prior Amended Credit Agreement). Such advances bear interest at the Adjusted Base Rate or at the Eurocurrency Rate (each as defined in the Prior Amended Credit Agreement) plus an applicable interest margin between 2.75 % and 3.75 %, depending on our leverage ratio . The applicable interest rate at March 31, 2022 was 3.5 %. We incurred interest expense related to the Prior Senior Secured Credit Facility, including commitment fees, of $ 24 thousand and $ 32 thousand for the three months ended March 31, 2022 and 2021, respectively. The obligations of the Borrowers under the Prior Senior Secured Credit Facility are guaranteed by the Parent Guarantors, as well as each of the other existing and future direct and indirect restricted subsidiaries of NCS organized under the laws of the United States and Canada (subject to certain exceptions), and are secured by substantially all of the assets of the Parent Guarantors, the Borrowers and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. The Prior Amended Credit Agreement requires us to (i) maintain liquidity (defined as availability under the Prior Senior Secured Credit Facility plus certain cash deposits) of at least $ 7.5 million as of the date of each borrowing base certificate due to be delivered either monthly (if availability is greater than or equal to 12 %) or weekly (if availability is less than 12 %) thereunder, (ii) maintain, for quarters during which availability is less than 20 % of the borrowing base, a fixed charge coverage ratio of at least 1.0 to 1.0 and (iii) on the last business day of each week, prepay advances to the extent that available cash exceeds $ 12.0 million. As of March 31, 2022, we were in compliance with these financial covenants. The Prior Amended Credit Agreement also contains customary affirmative and negative covenants, including, among other things, restrictions on the creation of liens, the incurrence of indebtedness, investments, dividends and other restricted payments, dispositions and transactions with affiliates. The Prior Amended Credit Agreement includes customary events of default for facilities of this type (with customary materiality thresholds and grace periods, as applicable). If an event of default occurs, the lenders party to the Prior Amended Credit Agreement may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings under such facility, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. The lenders party to the Prior Amended Credit Agreement also have the right upon an event of default thereunder to terminate any commitments to provide further borrowings and to proceed against the collateral securing the Prior Senior Secured Credit Facility. We capitalized direct costs of $ 1.2 million in connection with the Prior Amended Credit Agreement, which are being amortized over the term of the Prior Senior Secured Credit Facility using the straight-line method. Amortization of the deferred financing charges of $ 0.1 million was included in interest expense, net for each of the three months ended March 31, 2022 and 2021. Concurrent with our entry on May 3, 2022, into the replacement asset-based revolving credit facility discussed below, the Prior Senior Secured Credit Facility and the Prior Amended Credit Agreement were terminated. ABL Facility On May 3, 2022, we entered into a new $ 35.0 million secured asset-based revolving credit facility (the “ABL Facility”). See “Note 14. Subsequent Events.” Promissory Note On February 27, 2017, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg. The note bears interest at a variable interest rate based on prime plus 1.00 %. The promissory note is collateralized by certain equipment, inventory and receivables. The promissory note was renewed on February 16, 2018 for an aggregate borrowing capacity of $ 4.3 million and continues to be renewed on an annual basis. The note is currently s cheduled to mature on February 11, 2023. Total borrowings may be limited subject to a borrowing base calculation which includes a portion of Repeat Precision’s eligible receivables, inventory and equipment. As of March 31, 2022, Repeat Precision had $ 0.3 million of outstanding indebtedness under the promissory note. There was no outstanding indebtedness under the promissory note at December 31, 2021. Repeat Precision’s indebtedness is not secured by the other NCS entities. Finance Leases Finance leases cover two buildings in Odessa, Texas and a laboratory in Tulsa, Oklahoma. We also maintain a vehicle leasing arrangement with a fleet management company through which we lease light vehicles and trucks that meet the finance lease criteria. |