LONG-TERM LIABILITIES (Details Narrative) - USD ($) |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
May 05, 2020 |
Mar. 12, 2020 |
May 06, 2019 |
Dec. 31, 2020 |
Nov. 21, 2020 |
Nov. 16, 2020 |
Oct. 26, 2020 |
Apr. 17, 2020 |
|
Debt Instrument [Line Items] | ||||||||
Proceeds from draw on revolving loan | $ 1,000,000 | $ 1,000,000 | ||||||
Nevada State Bank Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount outstanding | $ 8,265,300 | |||||||
Debt instrument, interest rate terms | Outstanding balances accrue interest based on one-month US dollar London interbank offered rate (“LIBOR”) plus an Applicable Margin of 3.50% or 4.00%, depending on our Total Leverage Ratio (as defined in the amended Credit Agreement). | |||||||
Step down leverage ratio | 0.25% | |||||||
Step down leverage ratio description | Semi-annual step-downs of 0.25x every six months, commencing June 30, 2020 through December 31, 2022 | |||||||
Current total leverage ratio | 6.75% | |||||||
Maximum senior leverage ratio | 2.00% | |||||||
Debt instrument, covenant compliance | The Credit Agreement, as amended, contains affirmative and negative financial covenants and other restrictions customary for borrowings of this nature. In particular, we are required to make Maintenance Capital Expenditures (as defined in the Credit Agreement) in any fiscal year of no more than 5% of the total revenues realized in the prior fiscal year. At December 31, 2020, we were in compliance with this covenant. In addition, we are required to maintain (i) a minimum trailing-four-quarters Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25x; (ii) a maximum Total Leverage Ratio (as defined in the Credit Agreement) of 7.25x (with semi-annual step-downs of 0.25x every six months, commencing June 30, 2020 through December 31, 2022 (the current required Total Leverage Ratio is 6.75x) and (iii) a maximum Senior Leverage Ratio (as defined in the Credit Agreement) of 2.00x. We were not in compliance with the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Leverage Ratio as of December 31, 2020. In the Forbearance and Fifth Amendment to the Credit Agreement, dated August 14, 2020, (the “Fifth Amendment”), NSB agreed to forbear from exercising any rights or remedies as a result of a default under one or more of these covenants through April 1, 2021. The Fifth Amendment also imposed a new Minimum EBITDA covenant pursuant to which the Company must demonstrate trailing-four-quarter EBITDA of $2.4 million for each of the quarters ended September 30, 2020, December 31, 2020 and March 31, 2021 and $3.0 million thereafter. On November 16, 2020, the Company entered into a Seventh Amendment to the Credit Agreement with Zions Bancorporation N.A., dba Nevada State Bank (the “Seventh Amendment”). The Seventh Amendment changed the trailing-four-quarter Minimum EBITDA covenant from $3.0 million to $2.4 million for each fiscal quarter ending September 30, 2020 and thereafter. The Company was not in compliance with the Minimum EBITDA covenant (as revised in the Seventh Amendment) as of December 31, 2020. As further described in Note 13 “Subsequent Events”, on March 29, 2021, the Company and NSB entered in an Amended and Restated Credit Agreement (the “A&R Agreement”). Among other things, the A&R Agreement extended the forbearance under the Fifth Agreement to the Minimum EBITDA covenant as measured on December 31. 2020. On October 26, 2020, the Company and NSB entered into the Sixth Amendment to Credit Agreement dated August 14, 2018 (the “Sixth Amendment”) in connection with the Company’s borrowing under the MSPLP. The Sixth Amendment added a Minimum Liquidity covenant requiring that the Company have cash and cash equivalents of no less than $1.5 million at quarter ends through and including June 30, 2021, and $2.5 million thereafter. The Company was in compliance with the Minimum Liquidity covenant as of December 31, 2020. | |||||||
Minimum required EBITDA covenant for current quarter | $ 2,400,000 | |||||||
Minimum required EBITDA covenant for next quarter | 2,400,000 | |||||||
Minimum required EBITDA covenant for next second quarter | 2,400,000 | |||||||
Minimum required EBITDA covenant for next third quarter | 3,000,000 | $ 2,400,000 | ||||||
Minimum liquidity covenant required of cash and cash equivalents for next quarter | 1,500,000 | |||||||
Minimum liquidity covenant required of cash and cash equivalents for next second quarter | 1,500,000 | |||||||
Minimum liquidity covenant required of cash and cash equivalents for next third quarter | 1,500,000 | |||||||
Minimum liquidity covenant required of cash and cash equivalents for next fourth quarter | $ 2,500,000 | |||||||
Nevada State Bank Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of maintenance capital expenditures to be made from prior fiscal year total revenues | 5.00% | |||||||
Leverage ratio | 7.25% | |||||||
Nevada State Bank Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed charge coverage ratio | 1.25% | |||||||
Revolving Credit Facility | Nevada State Bank Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from draw on revolving loan | $ 1,000,000 | |||||||
NSB and Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 1,000,000 | |||||||
Share Redemption Consideration Obligation | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 39,096,401 | |||||||
Debt instrument, redemption period, start date | May 06, 2019 | |||||||
Debt instrument, redemption period, end date | May 06, 2029 | |||||||
Interest rate | 2.00% | |||||||
Debt instrument, first annual payment | $ 781,928 | |||||||
Term Loan | Nevada State Bank Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount outstanding | 7,265,300 | |||||||
Term Loan | NSB and Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 11,000,000 | |||||||
Leverage Ratio Less Than 2.0 | Nevada State Bank Credit Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, applicable margin rate | 3.50% | |||||||
Leverage Ratio 2.0 or Greater | Nevada State Bank Credit Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, applicable margin rate | 4.00% | |||||||
Paycheck Protection Program (PPP Loan) | Nevada State Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured Debt | $ 835,300 | |||||||
Debt instrument forgiven accrued interest | $ 4,943 | |||||||
Main Street Priority Loan Facility | Nevada State Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured Debt | $ 4,000,000 | |||||||
Variable rate basis, description | three-month U.S. dollar LIBOR plus 300 basis points (initially 3.215%) | |||||||
Debt instrument, initial interest rate | 3.215% | |||||||
Loan, maturity period | 5 years | |||||||
Debt instrument, amortization price percentage principal amount outstanding | 15.00% | |||||||
Main Street Priority Loan Facility | Nevada State Bank | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, applicable margin rate | 3.00% |