XML 26 R14.htm IDEA: XBRL DOCUMENT
v3.22.1

Debt | 3 Months Ended
--- | ---
Mar. 31, 2022
Debt Disclosure [Abstract] |
Debt |
8. | Debt
Our debt consisted of the following (in thousands):
|  | March 31, 2022 |  |  | December 31, 2021 |
Financing Agreement |  | $ | 225,000 |  |  | $ | 200,000 |
Less: deferred financing fees |  |  | 22,143 |  |  |  | 11,731 |
Debt, net |  | $ | 202,857 |  |  | $ | 188,269 |
Financing agreement In March 2022, we entered into Amendment No. 9 to the Financing Agreement (“Amendment No. 9”) pursuant to which, among other things, (i) the lenders waived various Company breaches of the Financing Agreement, including breaches of the $60.0 million minimum cash covenant and the minimum net revenue covenants for the fourth quarter of 2021; (ii) the Company and the lenders agreed to reduced minimum cash covenant and to the removal of the minimum net revenue covenant for the first quarter of 2022; (iii) the lenders waived the existing $60.0 million prepayment penalty under the Financing Agreement and the Company agreed to a paid in kind amendment fee of $30.0 million, which fee was added to the principal amount of the loans under the Financing Agreement, $16.0 million of which fee is waivable in certain conditions; (iv) the maturity date of the Financing Agreement was amended to June 1, 2022; and (v) the Company agreed to pay to the Lenders as a prepayment of the loans under the Financing Agreement the first $120.0 million of net proceeds from the vitaCare Divestiture and all net proceeds of the vitaCare Divestiture in excess of $135.0 million. Amendment No. 9 was accounted for as an extinguishment of debt modification in accordance with U.S. GAAP. Accordingly, in March 2022, we recorded an $8.4 million loss on extinguishment of debt, which represented the unamortized deferred financing fees, net of previously accrued prepayment fees. Additionally, we made a paid in kind (“PIK”) amendment financing fee of $30.0 million, which was added to the principal balance of the Financing Agreement. The PIK amendment financing fee was recorded as deferred financing fees and is being amortized over the remaining term of the Financing Agreement. As of March 31, 2022, our unamortized deferred financing fees was $22.1 million. On April 14, 2022, we utilized $120.0 million of net proceeds from the vitaCare Divestiture to pay as prepayment on our debt under the terms of Amendment No. 9. Additionally, with the prepayment on the debt, $16.0 million of the PIK financing fee was waived in accordance with Amendment No. 9. Debt covenants The Financing Agreement contains customary restrictions and covenants applicable to us that are customary for financings of this type. Among other requirements, we are required to maintain a minimum unrestricted cash balance. Beginning on February 7, 2022 to March 8, 2022, we did not maintain the required unrestricted cash balance of $60.0 million. In connection with Amendment No. 9, the lenders waived this event of default and reduced the required minimum unrestricted cash balance. The minimum unrestricted cash balance is a base amount (the “Base Amount”) minus specified payables, as defined in Amendment No. 9. The Base Amount decreases over the period from March 1, 2022 through May 7, 2022. Our unrestricted cash balance was above the minimum unrestricted cash balance covenant, as per Amendment No.9, at all times from March 1, 2022 through May 16, 2022, the filing date of this 10-Q Report. Thereafter, the minimum unrestricted cash balance covenant, as per Amendment No.9, will be $10.0 million minus specified payables, which will fluctuate based on our accounts payable balance. Interest and financing costs Interest expense and other financing costs consisted of the following (in thousands):
|  | Three Months Ended March 31, |
|  | 2022 |  |  | 2021 |
Interest expense |  | $ | 5,364 |  |  | $ | 6,455 |
Interest prepayment fees |  |  | — |  |  |  | 2,500 |
Financing fees amortization |  |  | 9,048 |  |  |  | 1,272 |
Interest expense and other financing costs |  | $ | 14,412 |  |  | $ | 10,227 |

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration