Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.22.1
Debt
 9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt Debt
Adams Street Capital Credit Agreement
On October 28, 2020, the Company entered into a credit agreement with Adams Street Capital (the “Adams Street Credit Agreement”). The Adams Street Credit Agreement includes a $31,000 thousand term loan commitment, $5,000 thousand revolving credit facility commitment, and $15,000 thousand delayed draw term loan, all of which mature on October 28, 2026. On January 15, 2021, the Company drew $15,000 thousand on the delayed draw term loan to finance the Oakman acquisition. On February 17, 2021, the Company amended the Adams Street Capital Credit Agreement to increase the principal amount of the Adams Street Term Loan by an additional $32,000 thousand, which was incurred to finance the DPSS acquisition. On July 30, 2021, we drew $3,000 thousand on the revolving credit facility and repaid the $3,000 thousand draw down on September 23, 2021.There were no borrowings outstanding under the revolving credit facility as of September 30, 2021.

On September 2, 2021, the Adams Street Credit Agreement was amended to provide that the consolidated total net leverage
ratio not exceed 6.50:1.00 on the last day of any quarter (“the Financial Covenant”), to remove the cap on the amount of unrestricted cash which may be netted for purposes of the Financial Covenant, to redefine “Consolidated EBITDA”, and to reset the call protection terms.

As of September 30, 2021 and December 31, 2020, the Company was in compliance with the covenant requirements.

Silicon Valley Bank Loan Agreement
On August 31, 2020, the Company entered into a $45,350 thousand loan agreement with Silicon Valley Bank, which was subsequently modified to increase the principal to $51,068 thousand on October 28, 2020 (the “SVB Loan”). On April 2, 2021, the Company amended the SVB Loan Agreement to extend the term from August 2021 to September 30, 2022. On September 2, 2021, the Company repaid the full outstanding principal and interest on the SVB Loan.

Paycheck Protection Program (“PPP”) Loan
On May 1, 2020, prior to its acquisition, DSS received a PPP Loan for $1,058 thousand (the “DSS PPP Loan”). Under the terms of the DSS PPP Loan, DSS could apply for forgiveness under the PPP regulations if DSS used the proceeds of the loan for its payroll costs and other expenses in accordance with the requirements of the PPP. Proceeds from the DSS PPP loan, including interest calculated at a nominal and effective interest rate of 1.00% per annum, were included in a DSS savings account as of the DSS acquisition date. Any amount of the DSS PPP Loan forgiven and proportionate interest amount will be released to the seller of DSS. The Company did not use any of the DSS PPP Loan funds assumed as part of the DSS acquisition. On June 18, 2021, $608 thousand of the DSS PPP Loan was forgiven and as a result was reclassified as a note payable to the seller of DSS. During the Successor 2021 Period, the Company repaid the $608 thousand note payable to the seller of DSS and the remaining outstanding principal and interest of $450 thousand on the DSS PPP loan.

D&O Financing Loan
On September 3, 2021, the Company entered into a $3,046 thousand loan (the “D&O Financing Loan”) with BankDirect Capital Finance to finance the Company’s directors and officers insurance premium. The D&O Financing Loan has an interest rate of 1.74% per annum and a maturity date of May 3, 2022.
The table below presents details of the Company’s debt as of the following periods including the effective interest rate as of September 30, 2021:
  Successor
  Effective interest rate September 30,
2021		 December 31,
2020
Adams Street Term Loan
 7.58  % $ 30,768  $ 31,000 
Adams Street Revolving Credit Facility
 7.00  —  — 
Adams Street Delayed Draw Term Loan
 7.58  14,888  — 
Adams Street Incremental Term Loan
 7.47  31,840  — 
SVB Loan
 —  —  46,500 
DSS PPP Loan
 —  —  1,058 
D&O Financing Loan 1.75  3,046  — 
Total debt
 80,542  78,558 
Less: unamortized discounts and issuance costs
 1,726  842 
Total debt, net
 78,816  77,716 
Less: Short-term debt, including current portion of long-term debt
 3,827  1,074 
Total long-term debt, net
 $ 74,989  $ 76,642 
The maturities of the Company’s long-term debt outstanding as of September 30, 2021 are as follows:
Remainder of 2021 2022 2023 2024 2025 Thereafter Total
Adams Street Term Loan
 $ 78  $ 310  $ 310  $ 310  $ 310  $ 29,450  $ 30,768 
Adams Street Delayed Draw Term Loan
 38  150  150  150  150  14,250  14,888 
Adams Street Incremental Term Loan
 80  320  320  320  320  30,480  31,840 
D&O Financing Loan
 1,142  1,904  —  —  —  —  3,046 
Total long-term debt maturities
 $ 1,338  $ 2,684  $ 780  $ 780  $ 780  $ 74,180  $ 80,542 
The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods:
Successor Predecessor
Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Period from February 10, 2020 to September 30, 2020 Period from January 1, 2020 to June 21, 2020
Interest expense on debt $ 1,740  $ 83  $ 4,933  $ 83  $ 83 
Liquidity Risks and Uncertainties
The Company’s primary sources of liquidity are cash flows provided by operations, access to existing credit facilities and proceeds from the Merger. Prior to becoming a public company, in the Successor 2020 period, AEI provided an additional source of liquidity to facilitate the purchase of Adcole, DSS and MIS.

Liquidity risk refers to the risk that the Company will be unable to finance its operations due to a loss of access to existing sources of liquidity and the Company’s ability to meet its financial obligations as they become due.

Since its inception, the Company has incurred net losses and negative operating cash flows, in addition to other cash uses associated with capital expenditures, costs associated with the Company’s acquisitions, and costs associated with the Merger, among other uses. While some of these cash outflows have been non-recurring in nature, the Company has continued to experience net cash outflows from operating activities. While the Company believes its continued growth and cash flow management will result in improvements in cash flow usage from operating activities going forward, there can be no assurance these improvements will be achieved.

As of September 30, 2021, total available liquidity was $32,258 thousand, comprised of $27,258 thousand in cash and cash equivalents and $5,000 thousand in available borrowings from our existing credit facilities. The Company believes that existing sources of liquidity will be sufficient to meet its working capital needs and comply with its debt covenants for at least the next twelve months from the date on which the condensed consolidated financial statements were issued. As part of the Company’s debt management strategy, management continuously evaluates opportunities to further strengthen the Company’s financial position including the issuance of additional equity or debt securities, refinance or otherwise restructure the existing credit facilities, or enter into new financing arrangements. In addition, the Company has identified a plan to execute certain cost reduction actions including, among others, integration-related workforce rationalizations, real estate synergies, business unit optimization initiatives, and cost savings associated with certain Corporate level employment costs. There can be no assurances that any of these actions will be sufficient to allow the Company to service its debt obligations, meet its debt covenants, or that such actions will not result in an adverse impact on our business.