DEBT | DEBT (in thousands) June 30, 2021 December 31, 2020 Capital Construction Loan $ 11,624 $ 11,624 AWH Convertible Promissory Notes (1) — 75,484 July 2019 Notes 10,000 10,000 Ann Arbor Note 4,750 5,250 October 2020 Credit Facility (2) 25,885 25,260 NJ Term Loan (3) 20,000 20,000 NJ Real Estate Loan 4,500 4,500 Sellers’ Notes (4) 37,755 45,782 Finance liabilities 17,129 17,129 Total debt $ 131,643 $ 215,029 Current portion of debt $ 25,053 $ 60,357 Less: unamortized deferred financing costs 997 1,027 Current portion of debt, net $ 24,056 $ 59,330 Long-term debt $ 106,590 $ 154,672 Less: unamortized deferred financing costs 1,860 2,395 Long-term debt, net $ 104,730 $ 152,277 (1) On April 22, 2021 the convertible note purchase agreement entered in June 2019 (the “AWH Convertible Promissory Notes”) was amended to clarify the conversion rate of the underlying notes. Prior to the amendment, the conversion feature in connection with a going public transaction specified that the holders would receive a number of shares of Class A common stock equal to the outstanding principal and accrued and unpaid interest under the notes divided by a price per share equal to the lesser of (a)(i) a 20% discount to the price per share of Class A common stock offered pursuant to an offering in the event such offering occurs on or before 12 months from the closing date; (ii) a 25% discount to the price per share of Class A common stock offered pursuant to an offering in the event such offering occurs after 12 months from the closing date, but before the maturity date; and (b) the price per security, which equals the price per share resulting from a pre-money valuation of the company of $295,900, which was determined by the Company to be $2.96. The amendment to the note purchase agreement was solely made to clarify the conversion price in connection with a going public transaction. The note purchase agreement includes provisions to the effect that the notes may be amended with the written consent of the holders of a majority of the outstanding principal amount of all such notes, and which such consent was obtained, and any amendment so approved is binding on all holders of the notes. In conjunction with the Company’s IPO on May 4, 2021, the total principal outstanding under the AWH Convertible Promissory Notes, plus accrued interest thereon, automatically converted into 28,478 shares of Class A common stock based on a conversion price of $2.96 per share in accordance with the terms of the amended agreement. Per the terms of the notes, any AWH Convertible Promissory Notes outstanding for less than twelve months received a full twelve months of interest at conversion. $1,000 of these notes were with related party entities that are managed by one of the founders of the Company. (2) In October 2020, the Company entered into a $38,000 senior secured credit facility (the “October 2020 Credit Facility”), consisting of a $25,000 initial term loan and $13,000 aggregate principal of delayed draw term loans (which remain available for future funding). The October 2020 Credit Facility contains certain covenants, including a minimum cash balance requirement of $5,000 at the end of each fiscal month and a minimum cash to consolidated fixed charge ratio of 2.00 to 1.00. The Company was in compliance with these covenants at June 30, 2021. (3) This loan contains certain covenants, including a maximum debt to assets ratio of 70%, as defined in the agreement. The Company was in compliance with these covenants at June 30, 2021. (4) Sellers’ Notes consist of amounts owed for acquisitions or other purchases. A total of $11,174 was paid to the former owners of MOCA in January 2021, which amount is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2020. A total of $25,200 remains due to the former owners of Midway, of which $17,200 is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at June 30, 2021 and December 31, 2020 and $8,000 is included in “Long-term debt, net” on the unaudited Condensed Consolidated Balance Sheet at June 30, 2021 and December 31, 2020. Additionally, at June 30, 2021, $7,843 remains due under the purchase of a non-controlling interest, of which $3,141 and $4,702 is included in “Current portion of debt, net” and “Long-term debt, net” respectively on the unaudited Condensed Consolidated Balance Sheet. At December 31, 2020, $3,140 and $6,268 is included in “Current portion of debt, net” and “Long-term debt, net” respectively. As discussed in Note 4, “Acquisitions,” the Company issued a $4,712 sellers’ note in connection with the Hemma acquisition. The note accrues interest at a rate of 12% per annum. The outstanding principal plus accrued interest is due on December 5, 2021, but may be prepaid without premium or penalty. In addition to the activity described above, in January 2021 the Company entered into a convertible note purchase agreement under which the Company issued $49,500 notes (the “2021 AWH Convertible Promissory Notes”). Each note bears interest at 8% for the first twelve months, 10% for months thirteen through fifteen, and 13% thereafter through maturity. Interest is paid-in-kind and added to the outstanding balance of the note, to be paid at maturity or upon conversion. Prior to the Conversion, the 2021 AWH Convertible Promissory Notes were convertible into common units of the Company on occurrence of certain events, such as a change of control or an initial public offering. Pursuant to the terms of the notes, upon the occurrence of an initial public offering, each note, including interest thereon less applicable withholding taxes, automatically converts into equity securities issued in connection with such initial public offering, with the number of securities issued on the basis of a price equal to the lesser of: (a)(i) a 20% discount to the issue price if an initial public offering occurs on or before 12 months from each note issuance; (ii) a 25% discount to the issue price if an initial public offering occurs after 12 months of each note issuance, but before maturity; and (b) the conversion price then in effect based on a defined pre-money valuation of the Company. In conjunction with the Company’s IPO on May 4, 2021, the total principal outstanding under the 2021 AWH Convertible Promissory Notes, plus accrued interest thereon, automatically converted into 8,910 shares of Class A common stock based on a conversion price of $6.00 per share in accordance with the terms of the agreement. Per the terms of the notes, the 2021 AWH Convertible Promissory Notes received a full twelve months of interest at conversion. Debt Maturities During the three months ended June 30, 2021, we repaid $786 of sellers’ notes related to the former owners of HealthCentral, LLC (“HCI”). During the six months ended June 30, 2021, we repaid: $500 of principal under our term notes; $11,174 of sellers’ notes related to the MOCA acquisition; and $1,571 of sellers’ notes related to the former owners of HCI. At June 30, 2021, the following cash payments are required under our debt arrangements: (in thousands) Remainder of 2021 2022 2023 2024 2025 Total Term note maturities $ — $ 4,750 $ 33,250 $ 21,624 $ 20,000 $ 79,624 Sellers’ notes (1) 23,484 11,143 3,143 — — 37,770 (1) Certain cash payments include an interest accretion component. Interest Expense Interest expense during 2021 and 2020 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Cash interest on notes $ 3,742 $ 1,705 $ 7,325 $ 3,068 Accretion 5,283 804 8,538 1,663 Non-cash interest related to beneficial conversion feature (1) 27,361 — 27,361 — Interest on financing liability (2) 502 364 1,001 672 Total $ 36,888 $ 2,873 $ 44,225 $ 5,403 (1) See Note 12, “Equity,” for additional details. (2) Interest on financing liability related to failed sale leasebacks. |