Annual report pursuant to Section 13 and 15(d)

LONG-TERM DEBT

v3.20.1
LONG-TERM DEBT
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 10. LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 2019 and 2018:

 

 

 

2019

 

 

2018

 

Nevada State Bank credit agreement

 

$

8,699,900

 

 

$

10,042,400

 

Triangulum Promissory Note

 

 

39,096,401

 

 

 

 

Vehicle notes payable

 

 

44,490

 

 

 

85,043

 

Insurance notes payable

 

 

177,894

 

 

 

73,794

 

Long-term debt, gross

 

 

48,018,685

 

 

 

10,201,237

 

Less: Unamortized debt issuance costs

 

 

(93,144

)

 

 

(94,562

)

Long-term debt, net

 

 

47,925,541

 

 

 

10,106,675

 

Less: Current portion

 

 

(1,634,527

)

 

 

(1,456,847

)

Long-term debt, net

 

$

46,291,014

 

 

$

8,649,828

 

 

Triangulum Promissory Note. On May 6, 2019, we issued the Triangulum Promissory Note in the face amount of $39,096,401. The Triangulum Promissory Note has no mandatory amortization, is scheduled to mature on May 5, 2029, and bears interest at 2% per annum, with accrued interest payable annually in arrears. It is unsecured and is subordinated to our existing and future indebtedness in accordance with its terms. We may prepay principal and any accrued interest in full or in part at any time.

 

Amendments to the Nevada State Bank (“NSB”) Credit Agreement. On May 6, 2019, in connection with the issuance of the Triangulum Promissory Note, we entered into a Second Amendment to the Nevada State Bank (“NSB”) Credit Agreement to (i) provide an additional $10 million Term Loan B availability under the Term Loan; and (ii) waive for a period of 180 days the breach of any covenant in the Credit Agreement resulting of the redemption of common stock held by Triangulum.

On August 16, 2019, we entered into a Third Amendment to the NSB Credit Agreement, pursuant to which we agreed to pay a fee on the unused amounts under the $1.0 million revolving portion of the credit agreement at a rate of 0.25% per annum, retroactive to April 22, 2019.

On October 14, 2019, we entered into a Fourth Amendment to the NSB Credit Agreement, which established a Senior Leverage Ratio (as defined in the amended Credit Agreement) of 2.0x for the remaining term of the NSB Credit Agreement. In addition, the Total Leverage Ratio (as defined in the amended Credit Agreement) was set at 7.25x, with semi-annual step-downs of 0.25x every six months, commencing June 30, 2020 through December 31, 2022. Lastly, the $10 million additional Term Loan B availability that was provided in the Second Amendment was eliminated.

Outstanding balances under amended NSB Credit Agreement 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). Effective December 31, 2021, LIBOR will no longer serve as a reference rate for bank loans, among other investment classes. The Fourth Amendment to the NSB Credit Agreement stipulates that an alternative reference rate will be selected and used in lieu of LIBOR.

As of December 31, 2019, future maturities of our long-term debt obligations are as follows:

 

December 31,

 

Total

 

2020

 

$

1,634,527

 

2021

 

 

1,555,157

 

2022

 

 

1,637,700

 

2023

 

 

4,094,900

 

2024

 

 

 

Thereafter

 

 

39,096,401

 

Total long-term debt, gross

 

 

48,018,685

 

Less: Unamortized debt issuance costs

 

 

(93,144

)

Long-term debt, net

 

$

47,925,541