XML 25 R16.htm IDEA: XBRL DOCUMENT v3.22.2
Long-Term Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt

10. Long-Term Debt

Long-term debt as of June 30, 2022 and December 31, 2021:

 

 

As of June 30, 2022

 

 

As of December 31, 2021

 

Term loan facility

 

$

95,000

 

 

$

95,000

 

Delayed draw term loan

 

 

11,390

 

 

 

9,023

 

Promissory note payable for land acquisition

 

 

23,500

 

 

 

23,500

 

Total principal due

 

 

129,890

 

 

 

127,523

 

Current portion of promissory note

 

 

(4,800

)

 

 

(4,800

)

Unamortized portion of debt issuance costs

 

 

(2,211

)

 

 

(2,843

)

Long-term debt

 

$

122,879

 

 

$

119,880

 

 

The Company's senior secured credit facility (“2019 Credit Agreement” or “2019 Facility”) with Sixth Street Specialty Lending, Inc. (“Sixth Street”) and KeyBank National Association (“KeyBank”) makes available to the Company a facility in an aggregate amount of $133,500 which consists of:

a $95,000 term loan facility (“2019 Term Loans”);
a $18,500 delayed draw term loan commitment (“Interest DDTL”); and
a $20,000 revolving commitment (“2019 Revolver”).

 

The 2019 Facility is collateralized by substantially all of the assets of the Company except for bank accounts that hold customer funds or are used to administer self-funded employee benefit plans and other limited exceptions.

The aggregate amount available to borrow under the 2019 Credit Agreement was $21,157 as of June 30, 2022.

Interest on the loans under the 2019 Credit Agreement is equal to LIBOR or a base rate, plus a margin. The applicable margin will be between 8% to 9% for the first three years, with the lower rate applicable for quarters in which the Company does not borrow from the Interest DDTL, and after the third anniversary will be 7.5% or 8% depending on whether the cash burn rate is greater than or less than negative $2,500. The base rate is equal to the higher of the current prime rate, federal funds effective rate plus 0.5%, or 4%. The Company may elect an interest period of up to three months in connection with a LIBOR rate loan. Per the terms of the 2019 Credit Agreement, the unavailability or replacement of LIBOR results in the use of a similar measure based upon a calculated average of borrowing rates offered by major banks in the London interbank as determined by Sixth Street.

From October 1, 2019 through the third anniversary date of the 2019 Credit Agreement, the Company may, on a quarterly basis, borrow under the Interest DDTL to finance up to 4.5% of the interest due on the 2019 Term Loans. For the six months ended June 30, 2022, the Company borrowed $2,367 under the Interest DDTL at the rates of 10.0% and 10.1%.

The Company also had available additional DDTL which was available in minimum increments of $5,000, and multiples of $500 in excess of that amount, up to $30,000. The Company was required to pay a commitment fee of 0.5% per annum based on the unused commitment under the additional DDTL. The DDTL commitment terminated on October 1, 2021.

The maturity date for the 2019 Term Loans and Interest DDTL is April 1, 2024.

Revolving Credit Facility

Borrowing increments on the 2019 Revolver start at $500, and multiples of $100 in excess of that amount. There was no balance outstanding under the facility as of June 30, 2022 or December 31, 2021. The Company is required to pay a commitment fee of 0.5% per annum with respect to the unused commitment under the 2019 Revolver. The maturity date for the 2019 Revolver is October 1, 2023.

Deferred Financing Costs

The Company has $117 and $164 in deferred financing costs included in other noncurrent assets and deposits, and $2,211 and $2,843 of deferred financing costs associated with the 2019 Term Loans, additional DDTL, and Interest DDTL recorded net of long-term debt as of June 30, 2022, and December 31, 2021, respectively.

Amortization of deferred financing costs was $340 for each of the three months ended June 30, 2022 and 2021, and $679 for each of the six months ended June 30, 2022 and 2021, respectively, which is presented in the consolidated statements of operations as interest expense.

Liquidity and Financial Covenants

The Company’s 2019 Credit Agreement contains certain covenants and restrictions on actions by the Company, including limitations on the payment of dividends. In addition, the 2019 Credit Agreement requires that the Company comply with specified

ratios on a monthly basis, including a maximum ratio of debt to recurring revenue and a minimum cash balance requirement. The Company was in compliance with its financial debt covenants as of June 30, 2022.

Land Promissory Note

The Company has two promissory notes executed in connection with the purchase of land parcels and improvements adjacent to its Charlotte, North Carolina headquarters campus. The aggregate outstanding principal amount was $23,500 as of June 30, 2022 and will be paid in four equal annual payments of $4,800 and a final annual payment of $4,300, plus accrued interest at 6.75%.