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Notes Payable | 6 Months Ended
--- | ---
Jun. 30, 2024
Debt Disclosure [Abstract] |
Notes Payable | 7. Notes Payable Our debt obligations were as follows:
|  | Interest |  | June 30, |  |  | December 31, |
|  | Rate (1) |  | 2024 |  |  | 2023 |
|  |  |  | (Unaudited) |  |  |  |
Monroe Term Loan (2) |  | 12.44% |  | $ | 53,189,656 |  |  | $ | 53,500,656 |
PNC ABL Facility (3) |  | 7.74% |  |  | 17,291,979 |  |  |  | 13,245,489 |
PNC Equipment Term Loan (4) |  | 8.44% |  |  | 2,517,080 |  |  |  | — |
Green Remedies Promissory Note (5) |  | 3.00% |  |  | 832,695 |  |  |  | 1,101,120 |
Total notes payable |  |  |  |  | 73,831,410 |  |  |  | 67,847,265 |
Less: Current portion of long-term debt |  |  |  |  | (1,158,800 | ) |  |  | (1,158,800 | )
Less: Unamortized debt issuance costs |  |  |  |  | (1,414,194 | ) |  |  | (1,345,339 | )
Less: Unamortized OID |  |  |  |  | (134,368 | ) |  |  | (185,793 | )
Less: Unamortized OID warrant |  |  |  |  | (375,677 | ) |  |  | (519,153 | )
Notes payable, net |  |  |  | $ | 70,748,371 |  |  | $ | 64,638,180 |
(1) Interest rates as of June 30, 2024 |  |  |  |  |  |
(2) Bears interest based on SOFR plus Applicable Margin ranging from 5.5% to 7.5% |
(3) Bears interest based on Term SOFR plus a margin of 2.25% |  |  |  |  |  |
(4) Bears interest based on Term SOFR plus a margin of 3.0% |  |  |  |  |  |  |  |
(5) Stated interest rate of 3.0% |  |  |  |  |  |
We capitalize financing costs we incur related to implementing our debt arrangements. We record these debt issuance costs associated with our revolving credit facility and our term loan as a reduction of long-term debt, net and amortize them over the contractual life of the related debt arrangements. The table below summarizes changes in debt issuance costs.
|  |  |  | June 30, |
|  |  |  | 2024 |
Debt issuance costs, net of accumulated amortization |  |  |  |  |
Balance at December 31, 2023 |  |  |  | $ | 1,345,339 |
Financing costs deferred |  |  |  |  | 423,070 |
Less: Amortization expense |  |  |  |  | (354,215 | )
Balance at June 30, 2024 (Unaudited) |  |  |  | $ | 1,414,194 |
Revolving Credit Facility On August 5, 2020, QRHC and certain of its domestic subsidiaries entered into a Loan, Security and Guaranty Agreement (the “PNC Loan Agreement”), which was subsequently amended on October 19, 2020, December 7, 2021, August 9, 2022, December 2, 2022, and March 29, 2024 with BBVA USA (which was subsequently succeeded in interest by PNC Bank, National Association (“PNC”)), as a lender, and as administrative agent, collateral agent, and issuing bank, and which provides for a credit facility (the “ABL Facility”) comprising an asset-based revolving credit facility in the maximum principal amount of $35.0 million with a sublimit for issuance of letters of credit of up to 10% of the maximum principal amount of the revolving credit facility. The revolving credit facility bears interest, at the borrowers’ option, at either the Base Rate, plus a margin of 1.25% (no borrowings as of June 30, 2024), or the Term SOFR Rate for the interest period in effect plus a margin of 2.25% (7.74% as of June 30, 2024). The maturity date of the revolving credit facility is April 19, 2026. The PNC Loan Agreement also provides for an equipment term loan facility in the maximum principal amount of $5.0 million. The equipment term loan bears interest, at the borrower’s option, at either the Base Rate, plus a margin of 2.0%, or the Term SOFR Rate for the interest period in effect plus a margin of 3.0%. As further discussed in Note 4, we drew $2.5 million on the equipment term loan in April 2024 to fund 80% of the aggregate purchase price of certain compactors and related equipment. As of June 30, 2024, the ABL Facility borrowing base availability was $35,000,000, of which $17,291,979 principal was outstanding. Monroe Term Loan On October 19, 2020, QRHC and certain of its domestic subsidiaries entered into a Credit Agreement (the “Credit Agreement”), which was subsequently amended on September 3, 2021, December 1, 2021, December 7, 2021, December 2, 2022, and March 29, 2024 with Monroe Capital Management Advisors, LLC (“Monroe Capital”), as administrative agent for the lenders thereto. Among other things, the Credit Agreement provides for the following: • A senior secured term loan facility in the principal amount of $53.2 million as of June 30, 2024. The senior secured term loan accrues interest at the SOFR Rate for SOFR Loans plus the Applicable Margin; provided, that if the provision of SOFR Loans becomes unlawful or unavailable, then interest will be payable at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans. The maturity date of the term loan facility is October 19, 2026 (the “Maturity Date”). The senior secured term loan will amortize in aggregate annual amounts equal to 1.00% of the original principal amount of the senior secured term loan facility with the balance payable on the Maturity Date. Proceeds of the senior secured term loan are permitted to be used for Permitted Acquisitions (as defined in the Credit Agreement). • An accordion term loan facility in the maximum principal amount of $5.3 million. Loans under the accordion loan facility may be requested at any time until the Maturity Date. Each accordion term loan shall be on the same terms as those applicable to the senior secured term loan. Proceeds of accordion term loans are permitted to be used for Permitted Acquisitions. At the same time as the borrowing of the initial $11.5 million under the Credit Agreement in October 2020, in a separate agreement, we issued Monroe Capital a warrant to purchase 500,000 shares of QRHC’s common stock exercisable immediately. For the delayed draw term loan facility, we issued a separate warrant to purchase 350,000 shares upon drawing on this facility on October 19, 2021. Both warrants have an exercise price of $1.50 per share and an expiration date of March 19, 2028. We estimated the value of the warrants issued using the Black Scholes option pricing model and recorded a debt discount (“OID”) of approximately $766,000 in 2020 for the 500,000-share warrant and $536,000 in 2021 for the 350,000-share warrant which are being amortized over the term of the Credit Agreement. We also executed a letter agreement that provides that the warrant holder will receive minimum net proceeds of $1 million less any net proceeds received from the sale of the warrant shares, which is conditional on the full exercise and sale of all the warrant shares at the same time and upon a date two years after the closing date of such agreement. Green Remedies Promissory Note On October 19, 2020, we issued an unsecured subordinated promissory note to Green Remedies Waste and Recycling, Inc. in the aggregate principal amount of $2,684,250, payable commencing on January 1, 2021 in quarterly installments through October 1, 2025 and subject to an interest rate of 3.0% per annum. Interest Expense The amount of interest expense related to borrowings for the three months ended June 30, 2024 and 2023 was $2,076,553 and $2,073,078, respectively. The amount of interest expense related to borrowings for the six months ended June 30, 2024 and 2023 was $4,050,269 and $4,029,167, respectively. Interest expense related to amortization of debt issuance fees and debt discount costs as well as interest related to vendor supply chain financing programs totaled $535,438 and $483,025, respectively, for the three months ended June 30, 2024 and 2023. Interest expense related to amortization of debt issuance fees and debt discount costs as well as interest related to vendor supply chain financing programs totaled $1,033,683 and $969,963, respectively, for the six months ended June 30, 2024 and 2023.

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