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Borrowings
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Borrowings

10. Borrowings

Prior Credit Agreement

Hawk Parent (the “Predecessor”) entered into a Revolving Credit and Term Loan Agreement (the “Prior Credit Agreement”), with SunTrust Bank and the other lenders party thereto on September 28, 2017, as amended December 15, 2017, which included a revolving loan component, a term loan and a delayed draw term loan. The Prior Credit Agreement was collateralized by substantially all of the assets of the Predecessor, based on the Prior Credit Agreement’s collateral documents, and it included restrictive qualitative and quantitative covenants, as defined in the Prior Credit Agreement.

The Prior Credit Agreement provided for a maximum $10.0 million revolving loan at a variable interest rate. This facility was terminated upon the closing of the Business Combination and execution of the New Credit Agreement (defined below). Interest expense on the line of credit totaled $49,388 and $99,888 for the three and six months ended June 30, 2019, respectively.

New Credit Agreement, as Amended

 

The Company entered into a Revolving Credit and Term Loan Agreement (as amended the “New Credit Agreement”) on July 11, 2019, with Truist Bank (formerly SunTrust Bank) and the other lenders party thereto, which provided a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan”), and a delayed draw term loan at a variable interest rate (3.81% at June 30, 2020) (the “Delayed Draw Term Loan”). The New Credit Agreement provided for an aggregate revolving commitment of $20.0 million at a variable interest rate.

On February 10, 2020, as part of the financing for the acquisition of Ventanex, Repay entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize its previous credit agreement from $230.0 million to $345.0 million. The New Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the New Credit Agreement. The Company was in compliance with its restrictive covenants under the New Credit Agreement at June 30, 2020.

The New Credit Agreement provides for a Term Loan of $255.0 million, a Delayed Draw Term Loan of $60.0 million, and a Revolving Credit Facility of $30.0 million. As of June 30, 2020, the Company had $14.4 million drawn against the Delayed Draw Term Loan and had $0.0 million drawn against the Revolving Credit Facility. The Company paid $92,240 and $134,601 in fees related to unused commitments in the three and six month periods ended June 30, 2020, respectively. The Company’s interest expense on the line of credit totaled $4,356 and $66,364 for the three and six months ended June 30, 2020, respectively.

At June 30, 2020 and December 31, 2019, total borrowings under the New Credit Agreement consisted of the following, respectively:

 

 

 

June 30, 2020

 

 

December 31, 2019

 

Non-current indebtedness:

 

 

 

 

 

 

 

 

Term Loan

 

$

266,398,321

 

 

$

208,937,500

 

Revolving Credit Facility

 

 

 

 

 

10,000,000

 

Total borrowings under credit facility (1)

 

 

266,398,321

 

 

 

218,937,500

 

Less: Current maturities of long-term debt (2)

 

 

7,175,650

 

 

 

5,500,000

 

Less: Long-term loan debt issuance cost (3)

 

 

6,693,319

 

 

 

5,494,795

 

Total non-current borrowings

 

$

252,529,352

 

 

$

207,942,705

 

 

 

 

 

 

 

 

 

 

 

(1)

The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 3.81% and 5.26% at June 30, 2020 and December 31, 2019, respectively

(2)

Pursuant to the terms of the New Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”).  

(3)

The Company incurred $0.3 million and $0.6 million of interest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2020, respectively.  The Company incurred $0.1 million and $0.2 million for the three and six months ended June 30, 2019, respectively.

 

Following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate:

 

2020

 

$

3,744,325

 

2021

 

 

10,011,650

 

2022

 

 

16,406,137

 

2023

 

 

19,248,273

 

2024

 

 

19,398,931

 

2025

 

 

197,589,006

 

 

 

$

266,398,321

 

 

 

     The Successor incurred interest expense on the Term Loans of $3.2 million and $6.4 million for the three and six months ended June 30, 2020, respectively.  The Predecessor incurred interest expense of $1.3 million and $2.6 million for the three and six months ended June 30, 2019, respectively.