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Long Term Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Long Term Debt

NOTE 6. LONG TERM DEBT

 

In May 2022, the Company entered into a credit agreement (the “Credit Agreement”) that provided for an aggregate of up to $300 million in term loans, comprised of (i) initial term loans in aggregate principal amount of $190 million (the “Initial Term Loans”) and (ii) a delayed term loan facility in the aggregate principal amount of $110 million (the “Delayed Draw Term Loans”). The Credit Agreement permits the Company to enter into certain incremental facilities subject to compliance with the terms, conditions and covenants set forth therein. In May 2022, the Company drew $190 million of the Initial Term Loans and used approximately $121 million of the net proceeds from this borrowing to repay its outstanding obligations under the credit agreement dated June 8, 2021, as amended (the "Existing Credit Agreement”). During the three and six months ended June 30, 2022, the Company recognized debt extinguishment losses of $6.2 million related to early repayment of the Existing Credit Agreement.

 

Based on the elections made by the Company, as of June 30, 2022, the Initial Term Loan borrowings bear interest of Term SOFR (calculated as the Secured Overnight Financing Rate published on the Federal Reserve Bank of New York’s website, plus a spread adjustment of 0.114%), plus an applicable margin rate of 9.00%. As permitted under the Credit Agreement, the Company elected to capitalize 4.00% of the interest as principal amount on the outstanding Term Loans. As a result of this election, the cash interest component of the applicable margin increases by 0.50%. Amortization payments under the Credit Agreement are payable in quarterly installments, commencing on March 31, 2024, in aggregate principal amounts equal to 0.25% of the outstanding principal balance. As of June 30, 2022, no amounts were borrowed under the Delayed Draw Term Loans. All amounts owed under the Credit Agreement are due in May 2027.

 

The Credit Agreement contains certain covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, liens or encumbrances, to make certain investments, to enter into sale-leaseback transactions or sell certain assets, to make certain restricted payments or pay dividends, to enter into consolidations, to transact with affiliates and to amend certain agreements, subject in each case to the exceptions and other qualifications as provided in the Credit Agreement. The Credit Agreement also contains covenants that require the Company to satisfy a minimum liquidity requirement of $50.0 million, which may be decreased to $25.0 million if the Company achieves a certain adjusted EBITDA, and maintain a maximum total leverage ratio based on the Company’s consolidated EBITDA, as defined in the Credit Agreement, with de novo losses excluded from the calculation of such ratio for up to 36 months after the opening of a de novo center, which maximum total leverage ratio will initially be 8.50 to 1.00, commencing with the fiscal quarter ended September 30, 2022 and is subject to a series of step-downs. For the fiscal quarters ending September 30, 2026 and thereafter the Company must maintain a maximum total leverage ratio no greater than 5.50 to 1.00.

 

As of June 30, 2022 and December 31, 2021, long term debt consisted of the following (in thousands):

 

 

 

June 30, 2022

 

 

December 31, 2021

 

Secured term loans

 

$

191,078

 

 

$

121,875

 

Other

 

 

50

 

 

 

65

 

Unamortized discounts and debt issuance costs

 

 

(9,609

)

 

 

(4,704

)

 

 

 

181,520

 

 

 

117,236

 

Current portion

 

 

(18

)

 

 

(6,275

)

Long-term portion

 

$

181,501

 

 

$

110,960

 

 

Future maturities of debt outstanding at June 30, 2022 were as follows (in thousands):

 

 

 

Amount

 

Remainder of 2022

 

 

11

 

2023

 

 

15

 

2024

 

 

1,928

 

2025

 

 

1,918

 

2026

 

 

1,911

 

Thereafter

 

 

185,346

 

Total

 

$

191,129