Long-term Debt | Note 8 — Long-term Debt Long -term (in thousands USD) September 30, 2021 December 31, 2020 Borrowings under bank revolving credit agreement, principal due $ 5,000 $ 5,000 Borrowings under bank credit agreement, principal due November 10, 2023 65,871 93,388 Unamortized debt issuance costs (a) (5,776 ) (2,978 ) Borrowing under bank credit agreements, net of unamortized debt issuance costs 65,095 95,410 Borrowings under convertible note payable to related party, 13.73% interest capitalized every nine months, principal due July 18, 2024 — 16,465 Borrowings under convertible note payable to related party, 13.73% interest capitalized every nine months, principal due July 18, 2024 — 16,465 Unamortized debt issuance costs (a) — (126 ) Convertible notes payable, net of unamortized debt issuance costs — 32,804 Paycheck Protection Program loans, 1% interest, due May 1, 2022 7,722 9,129 Subordinated promissory note payable, guaranteed by a related party, 673 — Subordinated debt with related party, principal due January 26, 2022 3,700 — Unamortized debt issuance costs (a) (306 ) — Subordinated debt with related party, net of unamortized debt issuance costs 3,394 — Total debt, net of unamortized debt issuance cost 76,884 137,343 Less: current portion of debt 36,588 11,380 Long-term debt, net of unamortized debt issuance costs $ 40,296 $ 125,963 ____________ (a) Debt issuance costs are presented as a reduction of the Company’s debt in the Unaudited Condensed Consolidated Balance Sheets. $1.5 million and $0.7 million of debt issuance cost amortization was charged to interest expense for the nine months ended September 30, 2021 and 2020, respectively. Credit Agreements In 2018, the Company entered into a revolving credit agreement with Monroe Capital Management Advisors LLC that permits the Company to borrow up to $1.5 million through November 10, 2023. In 2019, the agreement was amended to increase the borrowing limit to $5.0 million. Interest is paid monthly and calculated as LIBOR plus a margin of 8.0% to 9.0%, based on the Total Leverage Ratio as calculated in the most recent Compliance Certificate. An additional 2.0% interest may be incurred during periods of loan covenant default. As of September 30, 2021, the interest rate was 10.0%. The Company must pay an annual commitment fee of 0.5% on the unused portion of the commitment. As of September 30, 2021 and December 31, 2020, the Company had no availability under this facility. In 2018, the Company entered into a term loan credit agreement with Monroe Capital Management Advisors LLC (“Monroe term loan”) that permits the Company to borrow up to $75.0 million through November 10, 2023. In 2019, the agreement was amended to increase the borrowing amount to $98.0 million. Interest is paid monthly and calculated as LIBOR plus a margin of 8.0% to 9.0%, based on the Total Leverage Ratio as calculated in the most recent Compliance Certificate. An additional 2.0% interest may be incurred during periods of loan covenant default. As of September 30, 2021, the interest rate was 10.0%. Principal payments of $0.6 million are due quarterly until maturity, at which time the remaining outstanding balance is due. Based on amendment dated February 2, 2021, the Company shall pay, in place of the first two regular quarterly principal installments of 2021, from February 2021 through and including July 2021, monthly principal installments of $1.0 million on the last business day of each of these six calendar months. On March 22, 2021, the Company used $20.0 million from proceeds of issuance of preferred stock to partially pay the Monroe term loan. Refer to Note 15, Stockholders’ Equity On June 24, 2021, an amendment was signed to modify the debt covenants for the periods September 30, 2021 and thereafter. In addition to the covenant modifications, the amendment also established the deferral of the monthly $1.0 million principal payments previously due in April and May, along with the $1.0 million payments due in June and July to September 30, 2021. As a result, the regular quarterly principal installments resumed, and the First Lien lenders charged a $4.3 million fee paid upon the end of the term loan in exchange for the amended terms. The amendment resulted in a debt modification, thus the fees payable to the First Lien lenders were capitalized and are amortized over the remaining life of the Monroe term loan. The fees have been netted against the debt as of September 30, 2021. On September 30, 2021, the Company entered into an amendment to extend the due date of the $4.0 million in principal payments previously due for April, May, June and July, from September 30, 2021 to October 15, 2021. On October 14, 2021, the Company entered into an amendment to extend the due date from October 15, 2021 to October 29, 2021. On October 29, 2021, the Company entered into an amendment to further extend the due date from October 29, 2021 to November 19, 2021. On November 15, 2021, the Company entered into an amendment to reset the First Lien Facility’s Total Leverage Ratio and Fixed Charge Coverage Ratio covenants for the quarterly periods of September 30, 2021 to December 31, 2022. In return, the Company was required to make a $20 million principal prepayment, which included the $4 million principal payment due November 19, 2021, payable November 29, 2021. The Company made the $20 Convertible Notes On July 18, 2019, the Company entered into separate credit agreements with Nexxus Capital and Credit Suisse (“the Creditors”) that permits the Company to borrow $12.5 million from each bearing 13.73% interest. On January 31, 2020, the agreements were amended to increase the borrowing amount by $2.05 million under each agreement. Interest is capitalized every six months and is payable when the note is due. Immediately prior to the Business Combination, the Creditors exercised their option to convert their combined $38.1 million of debt outstanding (including interest) into 115,923 Paycheck Protection Program Loans On April 30, 2020 and May 1, 2020, the Company received PPP loans through four of its subsidiaries for a total amount of $9.3 million. The PPP loans bear a fixed interest rate of 1% over a two -year Subordinated Promissory Note On June 24, 2021, the Company entered into a credit agreement with AGS Group LLC (“AGS Group”) for a principal amount of $0.7 million. The principal amount outstanding under this agreement matures on December 20, 2021 (“Original Maturity Date”) but can be extended until May 19, 2022 (“Extended Maturity Date”). Interest is due and payable in arrears on the Original Maturity Date at a 14.0% per annum until and including December 20, 2021 and at 20% per annum from the Original Maturity Date to the Extended Maturity Date calculated on the actual number of days elapsed. Exitus Capital Subordinated Debt On July 26, 2021, the Company agreed with existing lenders and Exitus Capital (“Subordinated Creditor”) to enter into a zero -coupon Financial Covenants The Monroe term loan and the convertible notes payable establish the following financial covenants for the consolidated group: Fixed Charge Coverage Ratio. Capital Expenditures. Total Leverage Ratio. As of September 30, 2021, the Company was in default of the Total Leverage Ratio and Fixed Charge Coverage Ratio covenants. The closing of the amendment dated November 15, 2021, reset the Fixed Charge Coverage Ratio and Total Leverage Ratio covenant ratios for the compliance periods between September 30, 2021 and December 31, 2022, effectively waiving the Company’s default of the Total Leverage Ratio and Fixed Charge Coverage Ratio for the period September 30, 2021. Per the amendment dated November 15, 2021, the amended covenants that will be in place as of September 30, 2021 will be the following: Computation Period Ending Fixed Charge Coverage Ratio to exceed Total Leverage Ratio not to exceed September 30, 2021 0.20:1.00 18.00:1.00 December 31, 2021 and March 31, 2022 0.20:1.00 6.10:1.00 June 30, 2022 and September 30, 2022 0.20:1.00 4.00:1.00 December 31, 2022 and each Computation Period ending thereafter 1.00:1.00 4.00:1.00 The capital expenditure annual limit that will be in place as of December 31, 2021 will be the following: Computation Period Ending Capital Expenditure Annual Limit December 31, 2021 and the Computation Periods ending March 31, June 30, $ 2.10 million December 31, 2022 and each Computation Period ending thereafter $ 2.20 million | Note 9 — Long-term debt Long -term (in thousands USD) 2020 2019 Borrowings under bank revolving credit agreement, principal due Nov. 15, 2023 $ 5,000 $ 5,000 Borrowings under bank credit agreement, principal due Nov. 15, 2023 93,388 95,816 Unamortized debt issuance costs (a) (2,978 ) (3,857 ) Borrowing under bank credit agreements, net of unamortized debt issuance costs 95,410 96,959 Borrowings under convertible note payable to related party, 13.73% interest capitalized every six months, principal due July 18, 2024 16,465 12,500 Borrowings under convertible note payable to related party, 13.73% interest capitalized every six months, principal due July 18, 2024 16,465 12,500 Unamortized debt issuance costs (a) (126 ) (152 ) Convertible notes payable, net of unamortized debt issuance costs 32,804 24,848 Paycheck Protection Program loans, 1% interest, due May 1, 2022 9,129 — Total long-term debt 137,343 121,807 Less: current portion of long-term debt 11,380 6,473 Long-term debt, net of unamortized debt issuance costs and current portion $ 125,963 $ 115,334 ____________ (a) Debt issuance costs are presented as a reduction of the Company’s long -term Credit Agreements In 2018, the Company entered into a revolving credit agreement with Monroe Capital Management Advisors LLC that permits the Company to borrow up to $1.5 In 2018, the Company entered into a term loan credit agreement with Monroe Capital Management Advisors LLC (“Monroe term loan”) that permits the Company to borrow up to $75.0 Convertible Notes On July Paycheck Protection Program Loans On April -year -end Previous Loan Arrangement On November Financial Covenants The Monroe term loan and the convertible notes payable establish the following financial covenants for the consolidated group: Fixed Charge Coverage Ratio. Capital Expenditures. Total Leverage Ratio. Computation Period Ending Fixed Charge to exceed Capital Total not to exceed June 30, 2019 1.15:1.00 3.75:1.00 September 30, 2019 1.15:1.00 3.50:1.00 December 31, 2019 1.20:1.00 $1.90 million 3.50:1.00 March 31, 2020 and each Computation Period ending thereafter 1.25:1.00 3.25:1.00 June 30, 2020 3.00:1.00 September 30, 2020 3.50:1.00 December 31, 2020 1.15:1.00 $2.00 million 5.40:1.00 March 31, 2021 1.10:1.00 5.25:1.00 June 30, 2021 1.10:1.00 5.25:1.00 September 30, 2021 1.20:1.00 4.50:1.00 December 31, 2021 and each Computation Period ending 1.25:1.00 $2.10 million 3.50:1.00 March 31, 2022 and each Computation Period ending thereafter 3.00:1.00 December 31, 2022 $2.20 million The Company was compliant with all debt covenants as of December -19 The annual maturities of our long -term Year, (in thousands USD) Amount 2021 $ 12,378 2022 11,426 2023 83,713 2024 32,930 2025 — Thereafter — Total long-term debt 140,447 Less: unamortized debt issuance cost (3,104 ) Total debt, net of unamortized debt issuance costs $ 137,343 |