DEBT | NOTE 6 - DEBT Financing Trust Indenture On November 24, 2021, the Company entered into agreements to issue $ 45,000 45,000 In connection with the merger on October 7, 2022 (the “Closing Date”), the Company entered into a Term Loan, Guarantee and Security Agreement (see “Term Loan Agreement” below) and the outstanding principal balance for the Series 2021-6 Notes underlying the Trust Indenture was paid in full. A loss on extinguishment of $ 4,824 619 613 Dragonfly Energy Holdings Corp. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) NOTE 6 - DEBT (CONTINUED) Term Loan Agreement On October 7, 2022, in connection with the merger, CNTQ, Legacy Dragonfly and CCM Investments 5 LLC, an affiliate of CCM LLC (“CCM 5”, and in connection with the Term Loan, the “Chardan Lender”), and EICF Agent LLC (“EIP” and, collectively with the Chardan Lender, the “Initial Term Loan Lenders”) entered into the Term Loan Agreement setting forth the terms of the Term Loan. The Chardan Lender backstopped its commitment under the Debt Commitment Letter by entering into a backstop commitment letter, dated as of May 20, 2022 (the “Backstop Commitment Letter”), with a certain third party financing source (the “Backstop Lender” and collectively with EIP, the “Term Loan Lenders”), pursuant to which the Backstop Lender committed to purchase from the Chardan Lender the aggregate amount of the Term Loan held by the Chardan Lender (the “Backstopped Loans”) immediately following the issuance of the Term Loan on the Closing Date. Pursuant to an assignment agreement, the Backstopped Loans were assigned by CCM 5 to the Backstop Lender on the Closing Date. Pursuant to the terms of the Term Loan Agreement, the Term Loan was advanced in one tranche on the Closing Date. The proceeds of the Term Loan were used (i) to refinance on the Closing Date prior indebtedness (including the obligations underlying the Trust Indenture), (ii) to support the Transaction under the merger Agreement, (iii) for working capital purposes and other corporate purposes, and (iv) to pay any fees associated with transactions contemplated under the Term Loan Agreement and the other loan documents entered into in connection therewith, including the transactions described in the foregoing clauses (i) and (ii) and fees and expenses related to the merger. The Term Loan amortizes in the amount of 5 937.5 24 months 13.5 7 6.5 7 4.5 6.5 11.5 13.5 1 In addition to optional prepayments by the Company upon written notice, the Term Loan Agreement provides for mandatory prepayments upon receipt of proceeds from certain transactions or casualty events. Beginning on the date the financial statements for the year ended December 31, 2023 are required to be delivered to the Term Loan Lenders, the Company will be required to prepay the Term Loan based on excess cash flow, as defined in the agreement. Unless the obligations under the Term Loan are accelerated under the terms of the agreement, the maturity date will be October 7, 2026. The Term Loan Lenders have been granted a first priority lien, and security interest in, the mortgaged properties underlying the Company’s mortgages. Dragonfly Energy Holdings Corp. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) NOTE 6 - DEBT (CONTINUED) Term Loan Agreement (Continued) During the three months ended March 31, 2023, a total of $ 3,496 219 20,699 75,000 2,430 56,731 Financial Covenants Maximum Senior Leverage Ratio The Senior Leverage Ratio is the ratio of (a) consolidated indebtedness, as defined, on such date minus 100% of the unrestricted cash and cash equivalents held (subject to adjustment) to (b) Consolidated earnings before interest, tax and amortization (“EBITDA”) for the trailing twelve (12) fiscal month period most recently ended. If liquidity, as defined, for any fiscal quarter is less than $17,500, the Senior Leverage Ratio shall not be permitted SCHEDULE OF LEVERAGE RATION Test Period Ending Leverage Ratio December 31, 2022 - March 31, 2023 6.75 to 1.00 June 30, 2023 - September 30, 2023 6.00 to 1.00 December 31, 2023 - March 31, 2024 5.00 to 1.00 June 30, 2024 - September 30, 2024 4.00 to 1.00 December 31, 2024 - March 31, 2025 3.25 to 1.00 June 30, 2025 and thereafter 3.00 to 1.00 Liquidity The Company shall not permit their Liquidity (determined on a consolidated basis) to be less than $10,000 as of the last day of each fiscal month (commencing with month ending December 31, 2022) Fixed Charge Coverage Ratio The Fixed Charge Coverage Ratio is the ratio of consolidated EBITDA (less capital expenditures and certain other adjustments) to consolidated fixed charges, as defined in the agreement. If Liquidity is less than $15,000 as of the last day of any fiscal quarter (commencing with the quarter ending December 31, 2022), then the Company shall not permit the Fixed Charge Coverage Ratio for the trailing four quarterly periods ending on the last day of any such quarter to be less than 1.15 to 1.00 Capital Expenditures If consolidated EBITDA for the trailing twelve month period ending on the most recently completed fiscal quarter is less than $15,000, then the level of capital expenditures is limited On March 29, 2023, the Company obtained a waiver from Alter Domus (US) LLC, as administrative agent for the lenders (the “Administrative Agent”) and the Term Loan Lenders of its failures to satisfy the fixed charge coverage ratio and maximum senior leverage ratio with respect to the minimum cash requirements under the Term Loan during the quarter ended March 31, 2023. As a result of the uncertainty of maintaining compliance with financial covenants the Company has continued to classify the entire term loan balance within current liabilities on the balance sheet. Dragonfly Energy Holdings Corp. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) NOTE 6 - DEBT (CONTINUED) Debt Maturities At March 31, 2023, the future debt maturities, based on contractual principal payments are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2023 (1) $ - 2024 938 2025 3,750 2026 91,775 Total 96,463 Less: Estimated interest paid-in-kind (19,033 ) Total debt 77,430 Less: Unamortized debt issuance costs, noncurrent (56,731 ) Total carrying amount 20,699 Less: Current portion of debt (20,699 ) Total long-term debt $ - (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2023 | NOTE 7 — LONG-TERM DEBT DEBT Financing — Trust Indenture On November 24, 2021, the Company entered into agreements to issue $ 45,000 Series 2021-6 Notes Servicer Insurance Policy 45,000 Upon closing date of the financing the Company received a wire for $ 35,474 , which is comprised of the gross proceeds of $ 45,000 less $ 3,188 in deposits to certain reserve accounts (see subsection labeled Reserve Accounts 6,338 in expenses withdrawn from the gross proceeds, which included $ 4,725 in prepaid policy premiums and related costs underlying the Insurance Policy (see subsection labelled Collateral 60 and $ 1,553 in debt issuance costs. The obligation for the Series 2021-6 Notes underlying the Trust Indenture is $ 45,000 5.50 50 5 twenty four 1,875 November 1, 2024 Maturity Date The obligations under the Trust Indenture will be deemed to be repaid or prepaid to the same extent, in the same amounts and at the same times, as the Series 2021-6 Notes are redeemed with funds provided except for payments made from the proceeds of the Insurance Policy (see subsection labelled Collateral During the year ended December 31, 2022, a total of $ 1,873 of interest expense was incurred under the debt. Amortization of the debt issuance costs amounted to $ 1,783 during the year ended December 31, 2022. In connection with the merger on October 7, 2022, the Company entered into a Term Loan, Guarantee and Security Agreement (see subsection labeled Term Loan Agreement 4,824 was recognized upon settlement. The net balance of $ 40,712 45,000 4,288 DRAGONFLY ENERGY HOLDINGS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 AND 2021 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Reserve Accounts Deposits into the reserve accounts consisted of the following items: SCHEDULE OF DEPOSITS INTO RESERVE ACCOUNTS Payment Reserve Fund $ 3,044 Capitalized Interest Fund 144 Total $ 3,188 The Payment Reserve Fund is a debt service fund to be maintained by UMB Bank, and the initial deposit is equal to the maximum amount of monthly interest and principal debt service payment due on the Series 2021-6 notes, plus interest earned on special redemptions (see redemptions related to certain defaults on the debt). These funds may be utilized by UMB Bank to fund certain shortfalls and a special redemption, but otherwise such funds are released pro rata to the Company based on principal payments made by the Company on the Series 2021-6 Notes. Since this was a deposit account maintained by the trustee and restricted for release upon the occurrence of future events, this deposit was treated as restricted cash. The Capitalized Interest Fund was created to hold the interest that accrued from the closing date until the first payment due on December 15, 2021. The initial deposit, therefore, was treated as prepaid interest. These funds were utilized to pay the interest incurred through that first payment date, therefore the balance as of December 31, 2021 was $ 3,088 Both above funds, to the extent that they are deposited into interest bearing accounts, earn interest that UMB Bank will transfer into an Interest Earnings Fund, which funds will be held in escrow until the earlier of maturity or when the debt obligations are paid in full (assuming no events of default). There were no funds deposited into interest bearing accounts at December 31, 2022 or December 31, 2021. In connection with the merger, the Company settled the Trust Indenture and the balance in the Payment Reserve Fund was offset against the proceeds. Collateral As collateral for payment of the debt and certain obligations related to performance under the Trust Indenture and related transaction documents, the Company and the guarantors granted to NewLight Capital, LLC, as representative and for the benefit of UMB Bank a continuing security interest in substantially all of the assets of the Company, including certain intellectual property assets. Under the terms of the Trust Indenture, the Insurance Policy is required as additional collateral guaranteeing the payments under the debt by the Company. The Company determined this was not a direct incremental cost of the financing but rather a cost for maintaining the collateral, recognized under the guidance at ASC 860-30, Transfers and Servicing, Secured Borrowing and Collateral. The premium costs were recognized as a prepaid expense and were being amortized straight line over the term of the policy (three years, unless reduced due to default provisions). The secured party (i.e., UMB Bank, as trustee) would not have the right to sell or repledge either the intellectual property or the insurance collateral unless and until the Company defaulted and a claim was made. Upon settlement of the debt underlying the Trust Indenture, the collateral requirements for the Insurance Policy were eliminated. Loan Monitoring Fees The Company was to incur ongoing monitoring service by NewLight Capital, LLC for 24 months 180 60 10 months 77 10 In connection with the merger, prepayment on that date of $ 33 DRAGONFLY ENERGY HOLDINGS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 AND 2021 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Financial Covenants – Trust Indenture The Company was obligated to comply with certain covenants which included a minimum adjusted EBITDA, capital expenditure requirement and minimum fixed charge coverage ratio. The Company was in compliance with all financial covenants as of December 31, 2021 and through October 7, 2022, the date of the settlement of the obligations underlying the Trust Indenture. Term Loan Agreement On October 7, 2022, in connection with the merger, CNTQ, Legacy Dragonfly and CCM Investments 5 LLC (“ CCM 5 EIP Initial Term Loan Lenders Term Loan Agreement 75,000 Backstop Commitment Letter Backstop Lender Term Loan Lenders Backstopped Loans Pursuant to the terms of the Term Loan Agreement, the Term Loan was advanced in one tranche on the Closing Date. The proceeds of the Term Loan were used (i) to refinance on the Closing Date prior indebtedness (including the obligations underlying the Trust Indenture), (ii) to support the Transaction under the Merger Agreement, (iii) for working capital purposes and other corporate purposes, and (iv) to pay any fees associated with transactions contemplated under the Term Loan Agreement and the other loan documents entered into in connection therewith, including the transactions described in the foregoing clauses (i) and (ii) and fees and expenses related to the business combination. The Term Loan amortizes in the amount of 5 937.5 24 months Maturity Date SOFR 13.5 7 6.5 7 4.5 6.5 11.5 13.5 1 DRAGONFLY ENERGY HOLDINGS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 AND 2021 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) In addition to optional prepayments by the Company upon written notice, the Term Loan Agreement provides for mandatory prepayments upon receipt of proceeds from certain transactions or casualty events. Beginning on the date the financial statements for the year ended December 31, 2023 are required to be delivered to the Term Loan Lenders, the Company will be required to prepay the Term Loan based on excess cash flow, as defined in the agreement. In connection with the entry into the Term Loan Agreement, and as a required term and condition thereof, the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 2,593,056 1,600,000 10 Unless the obligations under the Term Loan are accelerated under the terms of the agreement, the maturity date will be October 7, 2026. The Term Loan Lenders have been granted a first priority lien, and security interest in, the mortgaged properties underlying the Company’s mortgages. During the year ended December 31, 2022, a total of $ 3,195 38 19,242 75,000 1,192 56,950 Financial Covenants – Term Loan Maximum Senior Leverage Ratio The senior leverage ratio is the ratio of (a) consolidated indebtedness, as defined, on such date minus 100% of the unrestricted cash and cash equivalents held (subject to adjustment) to (b) Consolidated EBITDA for the trailing twelve (12) fiscal month period most recently ended. If liquidity, as defined, for any fiscal quarter is less than $17,500, the senior leverage ratio shall not be permitted SCHEDULE OF LEVERAGE RATION Test Period Ending Leverage Ratio December 31, 2022 – March 31, 2023 6.75 to 1.00 June 30, 2023 – September 30, 2023 6.00 to 1.00 December 31, 2023 – March 31, 2024 5.00 to 1.00 June 30, 2024 – September 30, 2024 4.00 to 1.00 December 31, 2024 – March 31, 2025 3.25 to 1.00 June 30, 2025 and thereafter 3.00 to 1.00 Liquidity The Company shall not permit their liquidity (determined on a consolidated basis) to be less than $10,000 as of the last day of each fiscal month (commencing with month ending December 31, 2022). Fixed Charge Coverage Ratio The fixed charge coverage ratio is the ratio of consolidated EBITDA (less capital expenditures and certain other adjustments) to consolidated fixed charges, as defined in the agreement. If liquidity is less than $15,000 as of the last day of any fiscal quarter (commencing with the quarter ending December 31, 2022), then the Company shall not permit the fixed charge coverage ratio for the trailing four quarterly periods ending on the last day of any such quarter to be less than 1.15 : 1.00. Capital Expenditures If consolidated EBITDA for the trailing twelve-month period ending on the most recently completed fiscal quarter is less than $15,000, then the level of capital expenditures is limited. DRAGONFLY ENERGY HOLDINGS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 AND 2021 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Long-Term Debt Maturities At December 31, 2022, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For the Years Ending December 31, Future Debt Maturities 2023 $ - 2024 938 2025 3,750 2026 91,809 Total 96,497 Less: Estimated interest paid-in-kind (20,305 ) Total debt 76,192 Less: Unamortized debt issuance costs, non-current (56,950 ) Total carrying amount 19,242 Less: current portion of debt (19,242 ) Total long-term debt $ - On March 29, 2023, the Company obtained a waiver from the Administrative Agent and the Term Loan Lenders of its failures to satisfy the fixed charge coverage ratio and maximum senior leverage ratio with respect to the minimum cash requirements under the Term Loan during the quarter ended March 31, 2023. The Company concluded it is probable it will not comply with future financial covenants. As a result, the Company classified the entire Term Loan balance in current liabilities on the balance sheet as of December 31, 2022. |