LONG-TERM DEBT AND LIABILITIES (Details Narrative) - USD ($)
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3 Months Ended |
12 Months Ended |
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Mar. 31, 2022 |
Feb. 28, 2022 |
Jan. 31, 2022 |
Nov. 30, 2021 |
Nov. 15, 2021 |
Oct. 07, 2021 |
May 06, 2021 |
Mar. 29, 2021 |
May 05, 2020 |
May 06, 2019 |
Dec. 31, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Oct. 26, 2020 |
Debt Instrument [Line Items] |
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Repayment of debt |
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$ 13,104,942
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$ 1,645,400
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Payment of fees and expenses |
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3,138,521
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Fortress Credit Corp. | Minimum | Scenario Forecast |
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Debt Instrument [Line Items] |
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Account control agreement balance reduced amount |
$ 1,000,000
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Fortress Credit Corp. | Maximum |
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Debt Instrument [Line Items] |
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Account control agreement balance amount |
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$ 1,000,000
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Fortress Credit Corp. | Maximum | Isle of Man |
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Debt Instrument [Line Items] |
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Account control agreement balance amount |
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$ 1,000,000
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1,000,000
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Fortress Credit Corp. | Maximum | Isle of Man | Subsequent Event |
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Debt Instrument [Line Items] |
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Account control agreement balance amount |
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$ 1,000,000
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$ 1,000,000
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Senior Secured Term Loan | Nevada State Bank |
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Debt Instrument [Line Items] |
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Repayment of debt |
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$ 11,100,000
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Senior Secured Term Loan | Fortress Credit Corp. |
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Debt Instrument [Line Items] |
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Borrowing capacity |
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$ 60,000,000
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Maturity date |
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Nov. 13, 2026
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Debt instrument, interest rate terms |
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The Fortress Credit Agreement bears interest at a rate equal to, at the Company’s option, either (a) LIBOR (or a successor rate, determined in accordance with the Fortress Credit Agreement) plus 7.75%, subject to a reduction to 7.50% upon the achievement of a net leverage target or (b) a base rate determined by reference to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by reference to The Wall Street Journal’s “Prime Rate” and (iii) the one-month adjusted LIBOR rate plus 1.00%, plus 6.75%, subject to a reduction to 6.50% upon the achievement of a net leverage target.
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Payment of fees and expenses |
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$ 4,100,000
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Cash on hand |
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5,300,000
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Amortization payments per quarter |
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$ 150,000
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Percentage of excess cash flow on annual sweep |
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50.00%
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Total Net Leverage Ratio |
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8.00%
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Senior Secured Term Loan | Fortress Credit Corp. | Warrants |
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Debt Instrument [Line Items] |
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Warrants issued to purchase shares |
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778,320
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Warrants issued price per share |
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$ 0.01
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Senior Secured Term Loan | Fortress Credit Corp. | Triangulum |
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Debt Instrument [Line Items] |
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Payment as settlement of previously disclosed litigation |
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$ 39,500,000
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Senior Secured Term Loan | Fortress Credit Corp. | LIBOR |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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7.75%
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Senior Secured Term Loan | Fortress Credit Corp. | LIBOR | Achievement of Net Leverage Target |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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7.50%
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Senior Secured Term Loan | Fortress Credit Corp. | Federal Funds Rate |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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0.50%
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Senior Secured Term Loan | Fortress Credit Corp. | One-month Adjusted LIBOR | Minimum |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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1.00%
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Senior Secured Term Loan | Fortress Credit Corp. | One-month Adjusted LIBOR | Maximum |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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6.75%
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Senior Secured Term Loan | Fortress Credit Corp. | One-month Adjusted LIBOR | Maximum | Achievement of Net Leverage Target |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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6.50%
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NSB and Credit Agreement | Revolving Credit Facility |
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Debt Instrument [Line Items] |
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Borrowing capacity |
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$ 1,000,000
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$ 1,000,000
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A&R Credit Agreement |
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Debt Instrument [Line Items] |
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Debt instrument, covenant compliance |
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The A&R Credit Agreement contained affirmative and negative financial covenants (as defined in the A&R Credit Agreement) and other restrictions customary for borrowings of this nature. In particular, we were required to maintain (i) a quarterly minimum Fixed Charge Coverage ratio of 1.25x; (ii) a quarterly maximum Total Leverage ratio of 22.50x for the quarter ending March 31, 2021, 10.00x for quarter ending June 30, 2021, 6.50x for the quarter ending September 30, 2021 with semi-annual step-downs of 0.25x commencing December 31, 2021 and quarterly thereafter; (iii) a quarterly maximum Senior Leverage ratio of 5.25x for the quarter ending March 31, 2021, 2.50x for the quarter ending June 30, 2021 and 2.00x quarterly thereafter; (iv) a quarterly Minimum EBITDA covenant of $2.4 million for each of the quarters ending March 31, 2021, June 30, 2021 and September 30, 2021 and $8.0 million quarterly thereafter; (v) a quarterly Minimum Liquidity covenant requiring the Company to have cash and cash equivalents of no less than $1.5 million at quarter ends through and including June 30, 2021 and $2.5 million quarterly thereafter; and (vi) a yearly maximum Maintenance Capital Expenditure covenant of 5% of total revenues for the prior year. The Company was in compliance with its Fixed Charge Coverage ratio, Senior Leverage ratio, Total Leverage ratio and Minimum Liquidity covenants as of June 30, 2021.
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Step down leverage ratio |
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0.25%
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Step down leverage ratio description |
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semi-annual step-downs of 0.25x commencing December 31, 2021 and quarterly thereafter
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Maximum senior leverage ratio |
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2.00%
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2.50%
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5.25%
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Minimum required EBITDA covenant for first quarter |
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2,400,000
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$ 2,400,000
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Minimum required EBITDA covenant for prior quarter |
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2,400,000
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2,400,000
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Minimum required EBITDA covenant for current quarter |
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2,400,000
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2,400,000
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Minimum required EBITDA covenant for thereafter |
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8,000,000.0
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8,000,000.0
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Minimum liquidity covenant required of cash and cash equivalents for current quarter |
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1,500,000
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1,500,000
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Minimum liquidity covenant required of cash and cash equivalents for thereafter |
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2,500,000
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$ 2,500,000
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A&R Credit Agreement | Minimum |
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Debt Instrument [Line Items] |
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Fixed charge coverage ratio |
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1.25%
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A&R Credit Agreement | Maximum |
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Debt Instrument [Line Items] |
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Leverage ratio |
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6.50%
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10.00%
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22.50%
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Percentage of maintenance capital expenditures to be made from prior fiscal year total revenues |
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5.00%
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A&R Credit Agreement | Nevada State Bank |
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Debt Instrument [Line Items] |
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Debt instrument, interest rate terms |
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outstanding balances accrued interest based on one-month U.S. 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 A&R Credit Agreement).
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A&R Credit Agreement | Revolving Credit Facility | Nevada State Bank |
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Debt Instrument [Line Items] |
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Borrowing capacity |
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$ 1,000,000
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Maturity date |
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Apr. 24, 2022
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Share Redemption Consideration Obligation |
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Debt Instrument [Line Items] |
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Debt instrument, face amount |
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$ 39,096,401
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Debt instrument, redemption period, start date |
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May 06, 2019
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Debt instrument, redemption period, end date |
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May 06, 2029
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Interest rate |
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2.00%
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Debt instrument, annual payment |
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$ 781,928
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$ 781,928
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Share Redemption Consideration Obligation | Settlement Agreement |
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Debt Instrument [Line Items] |
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Debt instrument, redemption period, start date |
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May 06, 2021
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Interest rate |
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2.00%
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Non compete period |
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5 years
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Debt instrument, contingent payment upon settlement |
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$ 39,100,000
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Payment as settlement of previously disclosed litigation |
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$ 39,507,717
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Term Loan | Revolving Credit Facility | Nevada State Bank Credit Agreement |
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Debt Instrument [Line Items] |
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Repayment of debt |
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7,012,265
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Term Loan | NSB and Credit Agreement |
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Debt Instrument [Line Items] |
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Borrowing capacity |
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$ 11,000,000
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$ 11,000,000
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Term Loan | A&R Credit Agreement | Nevada State Bank |
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Debt Instrument [Line Items] |
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Borrowing capacity |
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$ 7,022,300
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Maturity date |
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Apr. 24, 2023
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Leverage Ratio Less Than 2.0 | A&R Credit Agreement | Nevada State Bank | LIBOR |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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3.50%
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Leverage Ratio 2.0 or Greater | A&R Credit Agreement | Nevada State Bank | LIBOR |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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4.00%
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Main Street Priority Loan Facility | Nevada State Bank |
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Debt Instrument [Line Items] |
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Unsecured Debt |
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$ 4,000,000
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Repayments of unsecured debt |
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$ 4,126,755
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Variable rate basis, description |
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three-month U.S. dollar LIBOR plus 300 basis points (initially 3.215%)
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Debt instrument, initial interest rate |
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3.215%
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3.215%
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Loan, maturity period |
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5 years
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Debt instrument, amortization price percentage principal amount outstanding |
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15.00%
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Main Street Priority Loan Facility | Nevada State Bank | LIBOR |
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Debt Instrument [Line Items] |
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Debt instrument, applicable margin rate |
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3.00%
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