DEBT | DEBT (in thousands) September 30, 2021 December 31, 2020 2021 Credit Facility (1) $ 210,000 $ — Sellers’ Notes (2) 37,039 45,782 Finance liabilities 17,129 17,129 Capital Construction Loan (3) — 11,624 AWH Convertible Promissory Notes (4) — 75,484 July 2019 Notes (3) — 10,000 Ann Arbor Note (3) — 5,250 October 2020 Credit Facility (3) — 25,260 NJ Term Loan (3) — 20,000 NJ Real Estate Loan (3) — 4,500 Total debt $ 264,168 $ 215,029 Current portion of debt $ 25,120 $ 60,357 Less: unamortized deferred financing costs 47 1,027 Current portion of debt, net $ 25,073 $ 59,330 Long-term debt $ 239,048 $ 154,672 Less: unamortized deferred financing costs 8,550 2,395 Long-term debt, net $ 230,498 $ 152,277 (1) On August 27, 2021, the Company entered into a credit agreement with a group of lenders (the “2021 Credit Agreement”) that provides for a term loan of $210,000 (the “2021 Credit Facility”), which was borrowed in full. The 2021 Credit Facility matures on August 27, 2025 and does not require scheduled principal amortization payments. Borrowings under the 2021 Credit Facility bear interest at a rate of 9.5% per annum, payable quarterly and, as to any portion of the term loan that is prepaid, on the date of prepayment. We incurred total financing costs of $8,731, that are being amortized to interest expense over the term of 2021 Credit Facility using the straight-line method which approximates the interest rate method. Mandatory prepayments are required from the proceeds of (i) indebtedness that is not permitted by the 2021 Credit Agreement, and (ii) asset sales and casualty events, subject to customary reinvestment rights. The Company may prepay the 2021 Credit Facility at any time, subject to (a) a customary make-whole payment if paid prior to February 27, 2023, (b) a prepayment premium equal to 4.75% of the principal amount prepaid if paid after February 27, 2023 but prior February 27, 2024, and (c) a prepayment premium of 2.375% if paid after February 27, 2024 but prior to February 27, 2025. No prepayment premium is required for prepayment on or after February 27, 2025. Once repaid, amounts borrowed under the 2021 Credit Facility may not be re-borrowed. The 2021 Credit Agreement permits the company to request an extension of the maturity date for 364 days, in the lenders’ discretion, and to increase the 2021 Credit Facility up to $275,000 if the then-existing lenders (or other lenders) agree to provide such additional term loans. The Company is required to comply with two financial covenants under the 2021 Credit Agreement, commencing with the quarter ending December 31, 2021. The Company may not permit its liquidity (defined as unrestricted cash and cash equivalents pledged under the 2021 Credit Facility plus any future revolving credit availability) to be below $20,000 as of the last day of any fiscal quarter. Additionally, the Company may not permit the ratio of Consolidated EBITDA (as defined in the 2021 Credit Agreement) to consolidated cash interest expense for any period of four consecutive fiscal quarters to be less than 2.00:1.00 for the period ending December 31, 2021, less than 2.25:1.00 for the period ending March 31, 2022, and less than 2.50:1.00 for the period ending June 30, 2022 and thereafter. The Company has a customary equity cure right for each of these financial covenants. The 2021 Credit Agreement requires the Company to make certain representations and warranties and to comply with customary covenants, including restrictions on the payment of dividends, repurchase of stock, incurrence of indebtedness, dispositions, and acquisitions. The 2021 Credit Agreement also contains customary events of default including: non-payment of principal or interest; violations of covenants; bankruptcy; change of control; cross defaults to other debt; and material judgments. The 2021 Credit Facility is guaranteed by all of the Company’s subsidiaries and is secured by substantially all of the assets of the Company and its subsidiaries. (2) 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 September 30, 2021 and December 31, 2020 and $8,000 is included in “Long-term debt, net” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2021 and December 31, 2020. Additionally, at September 30, 2021, $7,127 remains due under the purchase of a non-controlling interest, of which $3,208 and $3,919 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. (3) Borrowings under the 2021 Credit Facility were used to prepay total principal of $75,624 that was outstanding under the Capital Construction Loan, July 2019 Notes, Ann Arbor Note, October 2020 Credit Facility, NJ Term Loan, and NJ Real Estate Loan, which prepayments were considered debt extinguishments. We recognized a total net loss on extinguishment of $6,637, which is recorded within “Interest expense” on the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. The net loss on extinguishment includes prepayment penalties on certain loans, make-whole interest payments on certain loans, the write-off of the remaining unamortized deferred financing costs on certain loans, and a gain on settlement of $290 related to forgiveness of principal and interest under the Ann Arbor Note. The net loss on extinguishment also includes a true-up of $2,656 related to the additional maturity payment due under the October 2020 Credit Facility. The lenders elected to receive the $3,750 additional maturity payment in equity and received 1,986 shares in accordance with the settlement terms of the original agreement. (4) On April 22, 2021 the convertible note purchase agreement entered in June 2019 (the “2019 Convertible Note Purchase Agreement”) was amended (the “Amended Notes Consent”) to clarify the conversion rate of the underlying convertible promissory notes (the “AWH Convertible Promissory Notes”). Prior to the Amended Notes Consent, 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 Amended Notes Consent was solely made to clarify the conversion price in connection with a going public transaction. The 2019 Convertible 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. Refer to Note 15, “Commitments and Contingencies,” for information regarding a stockholder dispute related to this agreement. 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 Notes Consent. 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. 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 nine months ended September 30, 2021, we repaid: $76,124 of principal under our term notes; $11,174 of sellers’ notes related to the MOCA acquisition; and $2,289 of sellers’ notes related to the former owners of HCI. At September 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 $ — $ — $ — $ — $ 210,000 $ 210,000 Sellers’ notes (1) 22,766 11,143 3,143 — — 37,052 (1) Certain cash payments include an interest accretion component. Interest Expense Interest expense during 2021 and 2020 consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Cash interest $ 4,623 $ 936 $ 11,948 $ 4,004 Accretion 610 1,330 9,148 2,993 Loss on extinguishment of debt (1) 6,637 — 6,637 — Non-cash interest related to beneficial conversion feature (2) — — 27,361 — Interest on financing liability (3) 506 361 1,507 1,033 Total $ 12,376 $ 2,627 $ 56,601 $ 8,030 (1) Includes $1,656 of pre-payment fees and additional cash interest payments and $4,981 of non-cash components, including the write-off of unamortized deferred financing costs. (2) See Note 12, “Stockholders’ Equity,” for additional details. (3) Interest on financing liability related to failed sale leasebacks. See Note 10, “Leases,” for additional details. |