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Note 13 - Line of Credit and Long-term Debt

12 Months Ended

Dec. 31, 2022

13.

Line of credit and long-term debt

Line of credit

In May 2021, the Company acquired Global Cooling and assumed a line of credit which bore interest at a floating rate equal to the 3-month LIBOR rate plus 5.50%. The maximum allowed on the line of credit was $5.0 million. The line was secured by substantially all assets of Global Cooling. In October 2021, the Company paid off the entirety of the outstanding balance on the line of credit and all related interest.

Long-term debt

In May 2021, the Company assumed three term notes in the acquisition of Global Cooling. At the time of acquisition, these notes carried aggregate outstanding principal balances of $4.4 million. These term notes bore interest at a floating rate equal to the 3-month LIBOR rate plus 6.50%. The term notes included financial covenants tied to the performance of Global Cooling.

In October 2021, the Company entered into amended and restated term notes for all three term notes assumed in the acquisition of Global Cooling. Pursuant to the loan agreements, one lender provided two term notes in the amounts of $1.4 million and $1.4 million. A separate lender provided one term note in the amount of $1.8 million. All three term notes bear interest at a fixed rate of 4%, were interest-only with one balloon principal payment at maturity, and could be pre-paid without penalty at any time. As of September 20, 2022, the Company fully extinguished one of the three term notes. All financial covenants included in the original agreements previously in effect were removed by the amended loan agreements.

On September 20, 2022, the Company, and certain of its subsidiaries, entered into a term loan agreement, which provided for up to $50 million in aggregate principal to be drawn. The term loan matures on June 1, 2026. The agreement provides for borrowings of up to $30 million upon closing and options to borrow up to $10 million between closing and June 30, 2023, up to $10 million upon the achievement of certain revenue milestones, and an additional $10 million upon the Company’s request subject to fulfilling certain requirements of the lender. The Company borrowed $20 million upon closing. Payments on the borrowing are interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025. Tranches borrowed under the term loan agreement bear interest at the Wall Street Journal prime rate plus 0.5%. The interest rate is subject to a ceiling that restricts the interest rate for each tranche from exceeding 1.0% above the overall rate applicable to each tranche at their respective funding dates. The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of the date of this filing, the Company is in compliance with the covenants set forth in the 2022 term loan 3 agreement. In the event that borrowings under 2022 term loan 3 exceed $20 million, the Company will become subject to financial covenants.

Long-term debt consisted of the following as of December 31, 2022 and 2021:

					December 31,
(In thousands)	Maturity Date	Interest Rate			2022			2021
2022 term loan 1	⁽¹⁾		4.0	%	$	-		$	1,750
2022 term loan 2	Various		4.0	%		2,896			2,813
2022 term loan 3	Jun-26		6.8	%		20,000			-
Insurance premium financing	Apr-23		5.0	%		1,074			373
Freezer equipment loan	Dec-25		5.7	%		466			612
Manufacturing equipment loans	Oct-25		5.7	%		266			355
Freezer installation loan	Various		6.3	%		1,078			1,334
Other loans	Various	Various				6			9
Total debt, excluding unamortized debt issuance costs						25,786			7,246
Less: unamortized debt issuance costs						(179	)		(31	)
Total debt						25,607			7,215
Less: current portion of debt						(1,814	)		(862	)
Total long-term debt					$	23,793		$	6,353

(1) 2022 term loan 1 carried a maturity date of September 2024 as of the year ended December 31, 2021. As of September 20, 2022, the entirety of the outstanding principal and accrued interest was repaid.

2022 term loan 3 is secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, Global Cooling and Sexton, other than intellectual property. 2022 term loan 2 is secured by substantially all assets of Global Cooling and is effectively subordinated to the security interest established by the lenders of 2022 term loan 3. Equipment loans are secured by the financed equipment.

As of December 31, 2022, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:

(In thousands)	Amount
2023	$	1,881
2024		5,544
2025		10,543
2026		5,221
2027		2,597
Thereafter		-
Total	$	25,786