Quarterly report pursuant to Section 13 or 15(d)

DEBT

v3.22.2.2
DEBT
6 Months Ended
Jun. 30, 2022
DEBT  
DEBT

5. DEBT

The Company’s debt obligations are summarized as follows:

June 30, 

December 31, 

    

2022

    

2021

Paycheck Protection Program loan

$

$

1,687

Face value of convertible debenture

 

3,450

 

3,450

Less: principal converted to common shares

(60)

(60)

Less: deemed fair value ascribed to conversion feature and warrants

 

(1,523)

 

(1,523)

Plus: accretion of implied interest

 

896

705

Total convertible debt

 

2,763

 

2,572

Face value of Centurion debenture

11,000

11,000

Less: deemed fair value ascribed to warrants

(1,204)

(1,204)

Plus: accretion of implied interest

326

176

Less: net debt issuance costs

(467)

(547)

Total Centurion debt

 

9,655

 

9,425

Total debt

 

12,418

 

13,684

Less: current portion of debt

 

 

(515)

Long-term debt

$

12,418

$

13,169

During the six months ended June 30, 2022, the Company recognized a gain of $1.7 million related to the January 2022 forgiveness of the balance of the Paycheck Protection Program loan.

The following table depicts accretion expense and interest expense (excluding debt issuance cost amortization) related to the Company’s debt obligations for the three and six months ended June 30, 2022 and 2021 (in thousands):

Three Months Ended June 30, 

Six Months Ended June 30, 

2022

    

2021

2022

    

2021

Accretion expense

  

 

  

  

 

  

Convertible debenture

$

95

$

95

$

191

$

190

Centurion debenture

 

76

 

25

 

150

25

$

171

$

120

$

341

$

215

Interest expense

Convertible debenture

$

77

$

77

$

221

$

154

Centurion debenture

 

284

 

46

 

548

 

46

$

361

$

123

$

769

$

200

As of June 30, 2022, future minimum principal payments are summarized as follows (in thousands):

    

Convertible

    

Bank

 

Debt

 

Indebtedness

Remainder of 2022

$

$

2023

 

965

 

2024

 

2,425

 

2025

 

 

11,000

Total

3,390

11,000

Less: fair value ascribed to conversion feature and warrants

 

(1,523)

 

(1,204)

Plus: accretion and implied interest

 

896

 

326

Less: net debt issuance costs

(467)

$

2,763

$

9,655

Paycheck Protection Program

During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (“PPP”) in the amount of $1.7 million. Assure executed a PPP promissory note, with an original maturity date of February 25, 2026 (the “PPP Loan”). The PPP Loan carried an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure was remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24-week period following the grant of the Loan. Under the terms of the PPP Loan, all or a portion of the PPP Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24-week period following the loan origination date and the proceeds of the PPP Loan were spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. The Company submitted its application for forgiveness of the PPP Loan during the fourth quarter of 2021 and in January 2022, the Company received forgiveness of the $1.7 million PPP Loan resulting in no balance due.

Convertible Debt

From November 2019 through May 2020, the Company closed multiple non-brokered private placements of convertible debenture units (“CD Unit”) for gross proceeds of $3.5 million. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, one common share purchase warrant that allows the holder to purchase shares of the Company’s common stock at prices ranging from $5.00 to $9.50 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock at a conversion prices ranging from $3.35 to $7.00 per share for a period of four years. The CD Units carry a 9% coupon rate.

The fair value of the convertible debt was determined to be $1.7 million, the conversion feature $1.2 million and the warrants $600 thousand.  The difference between the fair value of the debt of $1.7 million and the face value of convertible debt of $3.5 million will be accreted over the four-year life of the CD Units.  

Centurion Debt

During June 2021, Assure issued a debenture to Centurion (the “Debenture”) with a maturity date of June 9, 2025 (the “Maturity Date”), in the principal amount of $11 million related to a credit facility comprised of a $6 million senior term loan (the “Senior Term Loan”), a $2 million senior revolving loan (the “Senior Revolving Loan”) and a $3 million senior term acquisition line (the “Senior Term Acquisition Line” and together with the Senior Term Loan and the Senior Revolving Loan, the “Credit Facility”).  During November 2021, the Company and Centurion entered into an amendment to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. Under the terms and conditions of the debt arrangement, Centurion modified their debt

covenant calculations regarding bad debt expense.  As a result, the Company’s was in compliance with the debt covenants as of June 30, 2022.

The Credit Facility matures in June 2025 and bears interest at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum.

The fair value of the Debenture was determined to be $6.8 million and the warrants $1.2 million.  The difference between the fair value of the debt of $6.8 million and the face value of the Debenture of $8.0 million will be accreted over the four-year term of the Debenture.