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Debt
 6 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
Debt

Note 6. Debt

Total debt outstanding is presented on the condensed consolidated balance sheets as follows:

 

(In thousands)

 

June 28, 2024

 

 

December 29, 2023

 

Revolving Credit Facility

 

$

14,952

 

 

$

29,914

 

Unamortized debt issuance costs

 

 

(179

)

 

 

(287

)

Revolving Credit Facility, net

 

$

14,773

 

 

$

29,627

 

 

(In thousands)

 

June 28, 2024

 

 

December 29, 2023

 

Credit Facility

 

$

54,200

 

 

$

-

 

Unamortized debt issuance costs

 

 

(1,411

)

 

 

-

 

Credit Facility, net

 

$

52,789

 

 

$

-

 

Revolving Credit Facility

On March 27, 2023, we entered into the Revolving Credit Facility with MidCap Financial Services, LLC, which originally provided a total commitment of $30 million. The Revolving Credit Facility was subsequently amended on June 30, 2023, September 22, 2023, May 20, 2024 and August 14, 2024. As amended, the Revolving Credit Facility provides for a total commitment of $2.8 million and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0% floor, plus 5.50%. Further, the Revolving Credit Facility is subject to an annual collateral management fee of 0.50% and an annual unused line fee of 0.50%. The Revolving Credit Facility includes certain financial operating covenants, including a minimum liquidity requirement of $7.5 million. As of June 28, 2024, we were not in compliance with the Permitted Investments covenant regarding investments in joint ventures set forth in the Revolving Credit Facility. As a result of the August 14, 2024 amendment, which redefined Permitted Investments, we are not aware of any instances of noncompliance with financial covenants. The Revolving Credit Facility matures on August 31, 2024. In the three months ended June 28, 2024, we repaid $17 million of the amount outstanding under the Revolving Credit Facility. As of June 28, 2024 and December 29, 2023, $15 million and $30 million was outstanding under the Revolving Credit Facility, respectively.

Credit Facility

On May 20, 2024, the Company, as guarantor, and its wholly-owned subsidiaries as borrowers (“Borrowers”), Alter Domus (US) LLC, as agent, and AECOM and Berkshire Hathaway Specialty Insurance Company (“BHSI”) as lenders, entered into a revolving credit facility (the “Credit Agreement”). The Credit Agreement provides borrowing capacity up to $60 million. The obligations under the Credit Agreement bear interest at a per annum rate equal to one month Term SOFR (as defined in the Credit Agreement), subject to a 1.00% floor, plus 3.50%. Interest on any outstanding amounts drawn under the Credit Agreement will be payable, in kind or in cash at the election of the Company, on the last day of each month and upon prepayment.

The Credit Agreement matures on May 20, 2029 (the “Maturity Date”), and the Borrowers may borrow, repay and reborrow amounts under the Credit Agreement until the Maturity Date.

Obligations of the Borrowers under the Credit Agreement are guaranteed by the Company and secured by a lien on substantially all assets of the Company and the Borrowers.

The Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit liens, asset sales and investments, in each case subject to negotiated exceptions and baskets. In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the third quarter of 2025. The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type. The

Company is not aware of any instances of noncompliance with financial covenants as of June 28, 2024. As of June 28, 2024, $54 million was outstanding under the Credit Facility.

The transactions with AECOM also included a mutual release and settlement of certain claims with AECOM and a corresponding agreement to issue 7,745,000 shares of our common shares to AECOM. 5,144,622 of the common shares were issued on May 20, 2024 and issuance of the remaining 2,600,378 shares was completed following shareholder approval on June 26, 2024. Of the total common shares issued, 1,036,949 were held in escrow which resulted in an AECOM voting interest of 19.9% on the June 26, 2024 date of issuance. The Company recognized a loss of $1 million in Other expense (income), net within the condensed consolidated statements of operations as a result of the share issuance which represented the excess of the $13 million fair market value of the common shares at the time of issuance over the $12 million carrying value of the contingent consideration liabilities settled with AECOM.