Quarterly report pursuant to Section 13 or 15(d)

LONG-TERM DEBT

v3.19.3
LONG-TERM DEBT
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 10. LONG-TERM DEBT

Long-term debt consisted of the following at:

 

 

 

September 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Nevada State Bank credit agreement

 

$

9,041,000

 

 

$

10,042,400

 

Triangulum Promissory Note

 

 

39,096,401

 

 

 

 

Vehicle notes payable

 

 

54,776

 

 

 

85,043

 

Insurance notes payable

 

 

 

 

 

73,794

 

Long-term debt, gross

 

 

48,192,177

 

 

 

10,201,237

 

Less: Unamortized debt issuance costs

 

 

(73,525

)

 

 

(94,562

)

Long-term debt, net

 

 

48,118,652

 

 

 

10,106,675

 

Less: Current portion

 

 

(1,437,950

)

 

 

(1,456,847

)

Long-term debt, long-term portion

 

$

46,680,702

 

 

$

8,649,828

 

 

 

Amendments to the Nevada State Bank (“NSB”) Credit Agreement. On May 6, 2019, 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 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 Leverage Ratio (as defined in the amended Credit Agreement).  

 

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, matures on May 5, 2029, and bears interest at a rate of 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.

 

As of September 30, 2019, future maturities of our long-term debt obligations are as follows:    

 

Twelve Months Ending September 30,

 

Total

 

2020

 

$

1,437,950

 

2021

 

 

1,530,149

 

2022

 

 

1,616,655

 

2023

 

 

4,511,022

 

2024

 

 

 

Thereafter

 

 

39,096,401

 

Long-term debt, gross

 

 

48,192,177

 

Less:

 

 

 

 

Unamortized debt issuance costs

 

 

(73,525

)

  Long-term debt, net

 

$

48,118,652