INDEBTEDNESS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Indebtedness | |
| INDEBTEDNESS | NOTE 8 –INDEBTEDNESS
Avenue Capital Credit Facility
On March 21, 2023, the Company entered into the Avenue Credit Agreement and the Avenue Supplement. The Avenue Credit Agreement provided for a convertible senior secured credit facility of up to an aggregate amount of $40 million, comprised of the following: (1) $15 million in term loans funded at closing, (2) $5 million of additional committed term loans received on September 26, 2023 in conjunction with the Avenue First Amendment and (3) $20 million of additional uncommitted term loans, collectively referred to as the “Avenue Facility”. The Company issued Avenue Warrants to purchase $1.2 million of the Company’s common stock at an exercise price of $1.24, subject to adjustments, of which $660 thousand have been exercised. The Avenue Warrants have a term of five years. The relative fair value of the Avenue Warrants upon closing was $873 thousand. As of March 31, 2026, $540 thousand Avenue Warrants remain outstanding.
Total interest expense on long-term debt, inclusive of amortization of debt discounts, amounted to approximately $632 thousand for the three months ended March 31, 2025.
On August 5, 2025, the Company paid the remaining $14.0 million in outstanding principal payments on the Avenue Facility and the prepayment penalty as noted in the Avenue Credit Agreement. As of March 31, 2026, there is no outstanding balance on the Avenue Facility. The Company recorded a loss on debt extinguishment of approximately $1.2 million within its consolidated financial statements for the year ended December 31, 2025.
Citizens Bank Credit Agreement
On January 2, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. ( “Citizens”), which provides for a senior secured revolving credit facility in an aggregate principal amount of up to $30 million (the “Credit Facility”). The Credit Facility may be increased by up to an additional $20 million, subject to the terms and conditions set forth in the Credit Agreement.
The Credit Facility matures on January 2, 2029 and bears interest at a variable rate based on a benchmark interest rate selected by the Company, plus an applicable margin. The applicable margin ranges from 1.50% to 2.25% for borrowings based on Term SOFR and from 0.50% to 1.25% for borrowings based on the Alternate Base Rate. The Company is also required to pay a commitment fee ranging from 0.225% to 0.30% on the unused portion of the Credit Facility, in each case depending on the Company’s Consolidated Leverage Ratio. The Credit Facility did not require an upfront fee.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. It also includes financial covenants requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 and (ii) a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00, in each case measured as of the end of each fiscal quarter beginning with the quarter ending March 31, 2026. As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant and was out of compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Facility, which is the ratio of (a) the Consolidated EBIT of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, to (b) Consolidated Interest Expense of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, as those capitalized terms are defined in the Credit Agreement. Compliance with the Consolidated Interest Coverage Ratio was adversely impacted by an increase of approximately $7.6 million, or 34%, in selling and marketing costs during the three months ended March 31, 2026, resulting from additional sales and marketing initiatives to drive the current and future periods’ sales growth. Among its remedies, Citizens could determine that there has been an Event of Default, deny access to funds under the Credit Facility, and/or it could terminate the Credit Facility. Discussions on the terms of an amendment to the Credit Agreement or waiver of compliance with the covenant are ongoing. As of March 31, 2026 and to date, the Company had not drawn any amounts under the Credit Facility.
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