BANK DEBT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BANK DEBT | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BANK DEBT |
On June 27, 2025, the Company executed the Third Amendment (“Third Amendment”) to the Fourth Amended and Restated Credit Agreement, dated as of August 2, 2023 (as amended, the “Credit Agreement”), with PNC Bank, National Association (in its capacity as administrative agent, "PNC"), which was accounted for as a debt modification. The primary purpose of the Third Amendment was to provide additional operating flexibility for the remainder of 2025 by redefining covenants, deferring certain covenants until the third quarter of 2025 and moving our October 2025 payment to January 2026. The Third Amendment provides for additional flexibility for the Company to enter into prepaid forward power sale contracts, provided that the Company maintains percent of the outstanding aggregate principal balance of the Credit Agreement (“Term Loan”) as a compensating balance. During the second quarter of 2025, the Company entered into a $35.0 million prepaid forward power sales contract, as noted in “Note 7 – Revenue” of which $19.0 million of the proceeds were deposited into a money market account with the administrative agent. The compensating balance is classified as “restricted cash” on the condensed consolidated balance sheets at June 30, 2025. As part of the Third Amendment, the required October 2025 principal payment of $6.0 million and the January 2026 principal payment of $6.5 million, pursuant to the Term Loan, are both now due in January 2026. The balance of the Term Loan will be fully repaid no later than March 2026. All payments will be funded by withdrawals from our compensating balance held in our money market account. Furthermore, the Third Amendment defines certain administrative changes which include, among other things modifications to the required timelines related to reporting and the removal of third-party financial advisors. Bank debt increased by $1.0 million during the six months ended June 30, 2025. Bank debt totaled $45.0 million and is comprised of our Term Loan ($19.0 million as of June 30, 2025) and a $75.0 million revolver ($26.0 million borrowed as of June 30, 2025) under the Credit Agreement. Our debt is recorded at amortized cost, which approximates fair value due to the variable interest rates in the agreement and is collateralized primarily by our assets. Liquidity As of June 30, 2025, we had additional borrowing capacity of $32.8 million under the revolver and total liquidity of $42.0 million. Our additional borrowing capacity is net of $16.2 million in outstanding letters of credit as of June 30, 2025 that were required to maintain surety bonds and other credit support obligations. Liquidity consists of our additional borrowing capacity and cash and cash equivalents. The Company is currently in discussions with members of its existing bank group and other lenders to refinance our current Credit Agreement. The revolving credit facility matures July 31, 2026 and our Term Loan matures March 31, 2026. The balance of the Term Loan is scheduled to be repaid in January 2026 and March 2026, utilizing restricted cash as set forth in the Third Amendment. As such, the Term Loan is listed as current on the June 30, 2025 condensed consolidated balance sheet. While no definitive agreement has been reached as of the reporting date, management believes it is probable that the Credit Agreement will be refinanced on market terms and conditions for similar situated borrowers and consistent with the existing Credit Agreement. However, there can be no assurance that such efforts will be successful or completed on favorable terms. Failure to refinance our Credit Agreement debt prior to maturity could adversely affect the Company’s liquidity and financial condition. Fees Unamortized bank fees and other costs incurred in connection with our initial facility totaled $4.3 million. Additional costs incurred with our Debt Agreement amendments totaled $0.9 million, of which $0.3 million related to our Third Amendment. These unamortized bank fees were deferred and are being amortized over the term of the loan. Unamortized bank fees as of June 30, 2025, and December 31, 2024, were $1.9 million and $2.5 million, respectively. Unused borrowing capacity under the facility was $32.8 million as of June 30, 2025. Commitment fees on the unused portion of the facility are 0.50% per annum. Bank debt, less debt issuance costs, is presented below (in thousands):
Covenants The Third Amendment, among other things, deferred the Maximum Leverage Ratio and Minimum Debt Service Coverage Ratios until September 2025. The Maximum Leverage Ratio requirement was changed to 3.00 to 1.00 for our fiscal quarter ending September 30, 2025, and is 2.25 to 1.00 thereafter. The Debt Service Coverage Ratio requirement was changed to 3.25 to 1.00 as long as the Company maintains the required compensating balance, if not, remains at 1.25 to 1.00. The Third Amendment removed the First Lien Leverage Ratio while maintaining the minimum liquidity requirement of $10.0 million, as defined in the First Amendment to the Credit Agreement. As of June 30, 2025, we were in compliance with all other covenants defined in the Credit Agreement. Interest Rate The interest rate on the facility ranges from secured overnight financing rate (“SOFR”) plus 4.00% to plus 5.00%, depending on our Leverage Ratio. As of June 30, 2025, we were paying SOFR plus 5.00% on the outstanding bank debt which equates to an all-in rate of 9.43%. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||