| Debt, Net | Debt, Net Second Amendment to Sprott Credit Agreement On March 30, 2022, the Company and Lender under the Sprott Credit Agreement entered into the Second Amended and Restated Credit Agreement (“Second A&R Agreement”), which: (a) extended the maturity date for all of the loans and other principal obligations under the Sprott Credit Facility by two years, to May 31, 2027; (b) provided for the Company to prepay principal under the facility in the amount of $10.0 million promptly upon the Company’s receipt of cash proceeds from the Private Placement Offering with American Multi-Cinema, Inc. and 2176423 Ontario Limited (the “Initial Equity Proceeds Prepayment”); (c) provided for the Company to prepay principal under the Sprott Credit Agreement in the amount of $13.9 million (representing 10% of the subsequent issuance of its equity interests consummated on or prior to March 31, 2022) (the “Subsequent Equity Proceeds Prepayments”); and (d) eliminated the prepayment premiums otherwise payable with respect to the Initial Equity Proceeds Prepayment, the Subsequent Equity Proceeds Prepayments and all future prepayments of principal under the Sprott Credit Facility. In addition, the Company’s obligations to prepay principal with proceeds of asset sales will be credited/offset by the aggregate amount of Initial Equity Proceeds Prepayment and the Subsequent Equity Proceeds Prepayments ($23.9 million), and to maintain a minimum amount of Unrestricted Cash (as defined in the Second A&R Agreement) was increased to $15.0 million. The Company: (i) paid the previously deferred additional interest of $0.5 million; (ii) made the Initial Equity Proceeds Prepayment of $10.0 million and paid in-kind a $3.3 million fee in connection with the modification and capitalized it to principal on March 16, 2022; and (iii) made the Subsequent Equity Proceeds Prepayment of $13.9 million on March 30, 2022. The Company accounted for the Second A&R Agreement as a debt modification as the Second A&R Agreement did not result in debt that was substantially different. Amendment to the 10% Senior Secured Notes and Note Exchange Agreement On March 14, 2022, the Company entered into an amendment to the 10% Senior Secured Notes and Note Exchange Agreement (the “Note Amendment”), with: (i) certain direct and indirect subsidiaries of the Company as Guarantors; (ii) holders of the 10% Senior Secured Notes (the "Subordinated Notes"), including certain funds affiliated with, or managed by, Mudrick Capital Management, L.P, Whitebox Advisors, LLC, Highbridge Capital Management, LLC, Aristeia Highbridge Capital Management, LLC and Wolverine Asset Management, LLC (collectively, the “Amending Holders”); and (iii) Wilmington Trust, National Association, in its capacity as collateral agent. The Note Amendment amends the Note Exchange Agreement dated as of January 13, 2020 (the “Note Exchange Agreement”) and the Subordinated Notes issued thereunder in order to extend the maturity date of the Subordinated Notes from December 1, 2025 to December 1, 2027. The Note Amendment also removes the requirements that a holder receive the consent of the Company and the other holders in order to transfer any Subordinated Note. The Amending Holders constituted all of the holders of the Subordinated Notes. The Note Amendment became effective upon the closing of a private placement upon receipt of $55.9 million gross cash proceeds (before deduction of fees and expenses). The Company accounted for the Note Amendment as a debt modification as the Note Amendment did not result in debt that was substantially different. Debt covenants The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types. As of March 31, 2022, the Company was in compliance with all covenants under its debt agreements. Debt balances The following table summarizes the components of Debt, net (dollars in thousands): March 31, December 31, Debt, net, current: Sprott Credit Agreement $ 2,200 $ 17,223 Note payable 126 115 Less, debt issuance costs — (672) Total $ 2,326 $ 16,666 Debt, net, non-current: Sprott Credit Agreement, net of original issue discount ($12.2 million, net) $ 43,585 $ 51,809 Subordinated Notes 95,940 93,599 Note payable 301 345 Less, debt issuance costs (2,449) (2,115) Total $ 137,377 $ 143,638 The following table summarizes the Company's contractual payments of Debt, net , including current maturities, for the five years subsequent to March 31, 2022 (dollars in thousands): April 1, 2022 through December 31, 2022 $ 1,744 2023 2,327 2024 2,329 2025 1,154 2026 22 2027 146,744 Total 154,320 Less, original issue discount, net of accumulated amortization ($8.2 million) (12,168) Less, debt issuance costs, net of accumulated amortization ($2.5 million) (2,449) Total debt, net $ 139,703 Interest expense, net of capitalized interest The following table summarizes the components of recorded Interest expense, net of capitalized interest (dollars in thousands): Three Months Ended 2022 2021 Sprott Credit Agreement $ 1,493 $ 1,552 Subordinated Notes 2,340 2,120 Amortization of original issue discount 1,158 1,088 Amortization of debt issuance costs 337 335 Other interest expense 18 8 Capitalized interest — (654) Total $ 5,346 $ 4,449 The Company capitalizes interest to Plant and equipment, net for construction projects in accordance with ASC Topic 835, Interest . Interest expense incurred under the Subordinated Notes is payable-in-kind. In May 2021, the Company began paying cash for interest expense incurred under the Sprott Credit Agreement. Prior to May 2021, interest expense incurred under the Sprott Credit Agreement was payable-in-kind. |
