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Borrowings
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Borrowings

10. Borrowings

Successor Credit Agreement

 

The Company entered into a Revolving Credit and Term Loan Agreement (as the “Successor 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 (the “Delayed Draw Term Loan”). The Successor 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, the Company entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize the Successor Credit Agreement from $230.0 million to $346.0 million. The Successor Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the Successor Credit Agreement.

  On January 20, 2021, the Company used a portion of the proceeds from the 2026 Notes to prepay in full the entire amount of the outstanding Term Loans under the Successor Credit Agreement. The Company also terminated in full all outstanding Delayed Draw Term Loan commitments under such credit facilities.

Amended Credit Agreement

On February 3, 2021, the Company announced the closing of a new undrawn $125 million senior secured revolving credit facility through Truist Bank. The Amended Credit Agreement replaces the Company’s Successor Credit Agreement, which included an undrawn $30 million Revolving Credit Facility. The Company was in compliance with its restrictive covenants under the Amended Credit Agreement at June 30, 2021.

As of June 30, 2021, the Company had $0.0 million drawn against the Revolving Credit Facility. The Company paid $119,792 and $217,014 in fees related to unused commitments for the three and six months ended June 30, 2021, respectively. The Company paid $92,240 and $134,601 in fees related to unused commitments for the three and six months ended June 30, 2020, respectively. The Company’s interest expense on the line of credit totaled $0 for both the three and six months ended June 30, 2021. 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.

Convertible Senior Debt

On January 19, 2021, the Company issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement. The conversion rate of any 2026 Notes will initially be 29.7619 shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $33.60 per share of Class A common stock). Upon conversion of the 2026 Notes, the Company may

choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed. Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs.

During the six months ended June 30, 2021, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed. The shares issuable upon conversion of the 2026 Notes were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive.

At June 30, 2021 and December 31, 2020, total borrowings under the Successor Credit Agreement, Amended Credit Agreement, and 2026 Notes consisted of the following, respectively:

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Non-current indebtedness:

 

 

 

 

 

 

 

 

Term Loan

 

$

 

 

$

262,653,996

 

Revolving Credit Facility

 

 

 

 

 

 

Convertible Senior Debt

 

 

440,000,000

 

 

 

 

Total borrowings under credit facility and convertible senior debt (1)

 

 

440,000,000

 

 

 

262,653,996

 

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

 

 

 

 

 

6,760,650

 

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

 

 

12,049,700

 

 

 

5,940,600

 

Total non-current borrowings

 

$

427,950,300

 

 

$

249,952,746

 

 

 

 

 

 

 

 

 

 

(1)

The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility beared interest, at variable rates, which were 3.65% at December 31, 2020.

(2)

Pursuant to the terms of the Amended Credit Agreement, the Company was 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 $0.7 million and $1.2 million of interest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2021, respectively. The Company incurred $1.4 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2020.

The Company 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.  

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:

 

2021

 

$

 

2022

 

 

 

2023

 

 

 

2024

 

 

 

2025

 

 

 

2026

 

 

440,000,000

 

 

 

$

440,000,000