DEBT | DEBT December 31, (in thousands) 2021 2020 2021 Credit Facility (1) $ 210,000 $ — Sellers’ Notes (2) 39,116 45,782 Finance liabilities (3) 17,750 17,129 Capital Construction Loan (4) — 11,624 AWH Convertible Promissory Notes (5) — 75,484 July 2019 Notes (6) — 10,000 Ann Arbor Note (7) — 5,250 October 2020 Credit Facility (8) — 25,260 NJ Term Loan (9) — 20,000 NJ Real Estate Loan (10) — 4,500 Total debt $ 266,866 $ 215,029 Current portion of debt $ 27,980 $ 60,357 Less: unamortized deferred financing costs 40 1,027 Current portion of debt, net $ 27,940 $ 59,330 Long-term debt $ 238,886 $ 154,672 Less: unamortized deferred financing costs 8,040 2,395 Long-term debt, net $ 230,846 $ 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 $8,775, 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 Company is in compliance with these covenants as of December 31, 2021. 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 Consolidated Balance Sheet at December 31, 2020. A total of $25,369 remains due to the former owners of Midway, of which $17,369 and $17,200 is included in “Current portion of debt, net” on the Consolidated Balance Sheet at December 31, 2021 and 2020, respectively, and was paid in January 2022. $8,000 is included in “Long-term debt, net” on the Consolidated Balance Sheet at December 31, 2021 and 2020 and is due in January 2023. As of December 31, 2021, a total of $6,276 remains due for the purchase of a non-controlling interest, of which $3,140 and $3,136 is included in “Current portion of debt, net” and “Long-term debt, net” respectively on the 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 accrued interest at a rate of 12% per annum and the outstanding principal plus accrued interest was paid in full ahead of the December 5, 2021 maturity date. Additionally, as of December 31, 2021 a total of $7,471 is due to the former owners of OCC (see Note 4, “Acquisitions”), which is included in “Current portion of debt, net” on the Consolidated balance sheet and of which $7,221 was paid in January 2022. (3) Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information. (4) In May 2019, the Company entered into a loan and security agreement that provides for up to a maximum loan amount of $12,500 for the purchase of a building and related renovation (the “Capital Construction Loan”). On August 27, 2021, the Company utilized borrowings under the 2021 Credit Facility to prepay the Capital Construction Loan, including total principal outstanding of $11,624 and accrued interest of $1,007. The prepayment was considered a debt extinguishment and the Company recognized a loss on extinguishment of $355, resulting from a $375 prepayment penalty less a final interest adjustment. Prior to prepayment, the loan had an initial maturity date of May 29, 2024 and was secured by the related property. Interest accrued at 14% per annum, compounded monthly. For the first year, interest was accrued and deferred as part of the principal balance payable at maturity and thereafter was due monthly, in arrears. Prepayment was permitted, subject to certain terms and fees. In conjunction with this loan, we were required to maintain certain funds in a construction reserve account that was applied to certain renovation costs. These funds are reflected as “Restricted cash” on the Consolidated Balance Sheet at December 31, 2020. (5) In June 2019, the Company entered into a convertible note purchase agreement (the “2019 Convertible Promissory Note Purchase Agreement”) whereby the Company could issue up to $35,000 of convertible notes, which amount could be increased at the Company’s sole discretion (the “AWH Convertible Promissory Notes,” each an “AWH Note”). The AWH Convertible Promissory Notes were convertible into equity units of the Company upon the occurrence of certain events, such as a change of control or an IPO. Each AWH Note had a maturity date of two years from its issue date and could either be paid in full at maturity or converted into equity units if not otherwise converted prior to maturity. Each AWH Note had an interest rate of 8% for the first twelve months, 10% for months thirteen through fifteen, and 13% thereafter through maturity. Interest was paid-in-kind and added to the outstanding balance of the note, to be paid at maturity or upon conversion. In conjunction with these notes, the Company issued warrants to purchase 1,969 AWH historical common units at an exercise price of $4.00 per share that can be exercised for three years from issuance. These warrants remain outstanding for an equivalent number of shares of Class A common stock following the Conversion. The total fair value of the warrants at issuance was de minimis and was recorded as a discount on the related notes and amortized to interest expense over the term of the related notes. Refer to Note 12, “Stockholders’ Equity,” for additional details regarding the warrants. On April 22, 2021, the 2019 Convertible Promissory Note Purchase Agreement was amended (the “Amended Notes Consent”) to clarify the conversion rate of 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 Promissory 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, 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 Amended Notes Consent. The conversion was treated as a share-settled redemption and the related principal plus accrued interest was reclassified to equity with no gain or loss recorded. 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. (6) In July 2019, the Company entered into a note purchase agreement, under which it issued two notes (the “July 2019 Notes”) totaling $10,000. On August 27, 2021, the Company utilized borrowings under the 2021 Credit Facility to prepay the July 2019 Notes, including total principal outstanding of $10,000 and accrued interest of $283. The prepayment was considered a debt extinguishment and the Company recognized a loss on extinguishment of $34, resulting from a final interest adjustment. Prior to prepayment, the July 2019 Notes had a maturity date of July 1, 2024, had an interest rate of 15% per annum that was paid quarterly, and were secured by the assets of Ascend Ohio, LLC. In conjunction with these notes, the Company issued warrants to purchase 1,094 AWH historical common units at an exercise price of $3.20 per unit. The fair value of these warrants was de minimis , was recorded as a discount to the notes, and was being amortized to interest expense over the exercise term of three years. In April 2021, these warrants were cancelled in exchange for a payment of $4,156. Refer to Note 12, “Stockholders’ Equity,” for additional details. (7) In September 2019, the Company issued a secured promissory note due September 10, 2022 (the “Ann Arbor Note”). In January 2021, the Company prepaid $500 of principal without penalty. On August 27, 2021, the Company utilized borrowings under the 2021 Credit Facility to prepay the remaining balance of the Ann Arbor Note. The prepayment was considered a debt extinguishment and the Company recognized a gain on extinguishment of $290, resulting from partial forgiveness of principal and the final interest payment due. Prior to prepayment, the Ann Arbor Note had an interest rate of 10% per annum, paid monthly. (8) 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. Additionally, per the terms of the October 2020 Credit Facility, the lender was due an additional interest payment of $3,750 at maturity (the “Maturity Interest Payment”), which was being accrued to interest expense over the term of the October 2020 Credit Facility. The initial term loan was funded in October 2020 and the delayed draw term loans were not drawn. On August 27, 2021, the Company utilized borrowings under the 2021 Credit Facility to prepay the October 2020 Credit Facility, including total principal outstanding of $25,000, interest of $642, and the reimbursement of $26 of lender expenses. The prepayment was considered a debt extinguishment and the Company recognized a loss on extinguishment of $3,915, resulting from a $2,656 true-up for the Maturity Interest Payment, the write off of $1,282 of unamortized deferred financing costs, $26 of lender expenses, and a reduction of $49 for the final adjustment to interest expense. The lenders elected to receive the Maturity Interest Payment in equity and received 1,986 shares of Class A common stock that was calculated in accordance with the settlement terms of the original agreement and is accounted for as share-settled debt. The share issuance is included within “Issuance of common stock” on the Consolidated Statements of Changes in Stockholder’s Equity for the year ended December 31, 2021. Prior to prepayment, the October 2020 Credit Facility had an initial term of three years, but could be extended for up to two (9) In October 2020, the Company entered into a financing agreement under which it could borrow up to $20,000 in the aggregate through term loans (the “NJ Term Loan”), which it borrowed in full in November 2020. On August 27, 2021, the Company utilized borrowings under the 2021 Credit Facility to prepay the NJ Term Loan, including total principal outstanding of $20,000, interest of $595, and a make-whole interest payment of $831. The prepayment was considered a debt extinguishment and the Company recognized a loss on extinguishment of $2,059, resulting from the make-whole interest payment plus the write-off of $1,228 of unamortized deferred financing costs. Prior to prepayment, the interest rate on borrowings under the NJ Term Loan was 17% per annum, due quarterly in arrears. Borrowings under the NJ Term Loan were secured by (i) a first priority senior secured lien on substantially all of the assets and properties of Ascend New Jersey, LLC and its subsidiaries, subject to certain customary exclusions, and (ii) a guarantee of AWH NJ Holdings, LLC. The NJ Term Loan contained certain covenants, including a maximum debt to assets ratio of 70% as defined in the agreement. The Company was in compliance with these covenants prior to prepayment. We incurred $1,454 of financing costs that were being amortized to interest expense over the term of the loan. (10) In December 2020, the Company entered into a loan and security agreement for a $4,500 term loan due December 29, 2023 (the “NJ Real Estate Loan”). On August 27, 2021, the Company utilized borrowings under the 2021 Credit Facility to prepay the NJ Real Estate Loan, including total principal outstanding of $4,500, a prepayment penalty of $450, interest of $39, and the reimbursement of $17 of lender expenses. The prepayment was considered a debt extinguishment and the Company recognized a loss on extinguishment of $564, resulting from the final prepayment amount and related expenses, plus the write-off of $105 of unamortized deferred financing costs, less a final adjustment to interest expense of $8. Prior to prepayment, the NJ Real Estate Loan had an interest rate of 12.0% per annum, due monthly in arrears. We incurred a total of $135 of deferred financing costs that were being amortized to interest expense over the term of the loan. Proceeds under the NJ Real Estate Loan were used to fund a loan receivable to the owners of a property leased by the Company (see Note 6, “Notes Receivable,” for additional information. The NJ Real Estate Loan was secured by a loan receivable on the property. 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 year ended December 31, 2021, we repaid $76,124 of principal under our term notes, $3,143 of sellers’ notes related to the former owners of HCI, $11,174 of sellers’ notes related to the MOCA acquisition; and $4,712 of sellers’ notes related to the Hemma acquisition. At December 31, 2021, the following cash payments are required under our debt arrangements: (in thousands) 2022 2023 2024 2025 2026 Total Sellers’ notes (1) $ 27,982 $ 11,143 $ — $ — $ — $ 39,125 Term note maturities — — — 210,000 — 210,000 (1) Certain cash payments include an interest accretion component. Interest Expense Interest expense during 2021, 2020, and 2019 consisted of the following: Year Ended December 31, (in thousands) 2021 2020 2019 Cash interest $ 17,638 $ 6,204 $ 3,229 Accretion 9,710 5,398 2,832 Non-cash interest related to beneficial conversion feature (1) 27,361 — — Loss on extinguishment of debt (2) 6,637 — — Interest on financing liability (3) 2,643 1,391 416 Total $ 63,989 $ 12,993 $ 6,477 (1) See Note 12, “Stockholders’ Equity,” for additional details. (2) 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. (3) Interest on financing liability related to failed sale leasebacks. See Note 10, “Leases,” for additional details. |