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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2022
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On May 2, 2022, the Company entered into a First Amendment (the "First Amendment") to the Amended and Restated Credit Agreement, dated as of June 16, 2020, by and among the Company, certain subsidiaries of the Company, as guarantors (collectively, the "Subsidiary Guarantors"), Regions Bank, as administrative agent and collateral agent (the "Agent"), and various other lenders from time to time, which modified certain terms of the Company's existing credit agreement, including the following amendments: 1.The maximum borrowing capacity under the revolving credit facility increased from $110 million to $160 million. The outstanding principal balance of the term loan facility decreased from $75 million to $70 million, and the lenders provided an additional $1.6 million advance under the term loan. 2.The interest rate provisions reflect the transition from LIBOR to the Secured Overnight Financing Rate ("SOFR") as the new benchmark interest rate for each loan. 3.The collateral required to be delivered by the Company and its Subsidiary Guarantors no longer includes mortgages and related documents granting the lenders a security interest in the subject real property interest. 4.The term "Consolidated EBITDA" was changed to remove the required treatment of capitalized software development costs as expenses for purposes of compliance with the credit facility in order to align the term's definition with more conventional measures of EBITDA, including the Company's publicly-disclosed Adjusted EBITDA. Consequently, capitalized software development costs are now treated in a manner similar to capital expenditures for purposes of calculating the "Consolidated Fixed Charge Coverage Ratio." 5.The limitation on "Qualified Cash" to be held by the Company and Subsidiary Guarantors which may count toward reducing the "Consolidated Net Leverage Ratio" covenant was increased from $10 million to $20 million in the aggregate. 6.The "Consolidated Net Leverage Ratio" covenant was increased from 3.50:1.00 to 3.75:1.00 for each fiscal quarter ending June 30, 2022 through and including March 31, 2023. In connection with any acquisition by the Company exceeding $25 million, the Company may elect to increase the maximum permitted Consolidated Net Leverage Ratio for the fiscal quarter in which the acquisition occurs and each of the following three fiscal quarters by 0.50:1.00 above the otherwise permitted maximum. 7.The maturity date for both the revolving credit and term loan facilities changed from June 16, 2025, to May 2, 2027. 8.The maximum amount of all incremental facilities was increased from $50 million to $75 million, unless the pro forma "Consolidated Net Leverage Ratio" is less than 2.50:1.00, in which case there is no longer a limit on such incremental facilities. 9.The principal amortization payments of the term loan facility due between June 30, 2022 and March 31, 2027 decreased, such that all of these payments are now equal. 10.The requirement that the Company prepay principal with excess cash flow generated during the prior fiscal year was eliminated. The Company's obligations under the credit agreement continue to be secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of June 16, 2020, by and among the Parties identified as Obligors therein and Regions Bank, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible personal assets (subject to certain exceptions) of the Company and the Subsidiary Guarantors, including certain registered intellectual property and the capital stock of certain of the Company's direct and indirect subsidiaries. The Company's obligations under the credit agreement also continue to be guaranteed by the Subsidiary Guarantors.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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