Borrowings and Capital Lease Obligations | Note 8 – Borrowings and Capital Lease Obligations The Company’s short-term debt obligations are as of March 31, 2016 and December 31, 2015 are as follows: Rate (1) 2016 2015 Insurance premium financings 4.8 - 5.0% $ 804,201 $ 308,769 (1) Effective rate as of March 31, 2016 The Company has various insurance premium financing notes payable that bear interest rates ranging from 4.8% to 5.0%. The insurance notes mature from June 2016 to October 2016 and the Company is required to make monthly principal and interest payments totaling $134,051. The Company’s long-term debt obligations at March 31, 2016 and December 31, 2015 are as follows: Rate (1) Maturity Date 2016 2015 Senior Lender: Note payable 4.3% Dec. 2020 $ 28,375,000 $ 28,375,000 Line of credit 4.3% Dec. 2018 11,500,000 10,500,000 Unamortized loan origination costs (612,182 ) (644,403 ) Other Lenders: Note payable - subordinated note 3.0% Dec. 2019 7,900,000 7,900,000 Total 47,162,818 46,130,597 Less: Current portion of long-term debt (4,733,276 ) (4,601,320 ) Long-term debt $ 42,429,542 $ 41,529,277 (1) Effective rate as of March 31, 2016 Texas Capital Bank Credit Facility Effective December 31, 2015, the Company entered into a Credit Agreement (the “TCB Credit Facility”) with Texas Capital Bank, National Association (“TCB”). The TCB Credit Facility replaced and consolidates all of the Company’s and the Company’s subsidiaries’ debt in the principal amount of $28.4 million, which is referred to as the Term Loan, and provides for an additional revolving loan in the amount of $12.5 million, which is referred to as the Revolving Loan. The Company has also entered into a number of ancillary agreements in connection with the TCB Credit Facility, including deposit account control agreements, subsidiary guarantees, security agreements and promissory notes. Maturity Dates. The Term Loan matures on December 30, 2020 and the Revolving Loan matures on December 30, 2018. Interest Rates. Borrowings under the TCB Credit Facility are made, at the Company’s option, as either Base Rate loans or LIBOR loans. “Base Rate” for any day is the highest of (i) the Prime Rate, (ii) the Federal Funds Rate plus one half of one percent (0.5%), and (iii) Adjusted LIBOR plus one percent (1.00%). LIBOR loans are based on either the one month, two month or three month LIBOR rate at the Company’s option. The interest rate is either a Base Rate or LIBOR plus the Applicable Margins based on our Senior Debt to EBITDA Ratio, as defined. The Applicable Margins are as follows: Pricing Level Senior Debt to EBITDA Ratio Base Rate Portion LIBOR Portion and Letter of Credit Fee Commitment Fee 1 < 2.0 : 1.0 2.75% 3.75% 0.375% 2 ≥ 2.0 : 1.0 but < 2.5 : 1.0 3.00% 4.00% 0.375% 3 ≤ 2.5 : 1.0 3.25% 4.25% 0.375% The Applicable Margin in effect will be adjusted within 45 days following the end of each quarter based on the Company’s Senior Debt to EBITDA ratio. The Senior Debt to EBITDA Ratio is calculated by dividing all of our senior indebtedness (excluding capital lease obligations for Foundation Surgical Hospital of Houston), that is by the Company’s EBITDA for the preceding four fiscal quarters. EBITDA is defined in the TCB Credit Facility as the Company’s net income plus the sum of minus the sum of Interest and Principal Payments. The Company is required to make quarterly payments of principal and interest on the Term Loan. The first four quarterly payments on the Term Loan will be $1,013,393, on the first day of each April, July, October, and January during the term hereof, commencing April 1, 2016. The Company is required to make quarterly payments on the Revolving Loan equal to the accrued and unpaid interest. All unpaid principal and interest on the Term Loan and Revolving Loan must be paid on the respective maturity dates of each Loan. Borrowing Base . The Company’s ability to borrow money under the Revolving Loan is limited to the Company’s Borrowing Base. The Company’s Borrowing Base is equal to the (i) 80% of the eligible account of Foundation Surgical Hospital of San Antonio, not to exceed the outstanding principal balance of the intercompany note payable by the San Antonio Hospital to the Company, (ii) 80% of the eligible account of Foundation Surgical Hospital of El Paso, not to exceed the outstanding principal balance of the intercompany note payable by the El Paso Hospital to the Company, and (iii) 80% of the eligible account of Foundation Surgical Hospital of Houston, not to exceed the outstanding principal balance of the intercompany note payable by the Houston Hospital to the Company. Mandatory Prepayments. The Company must make mandatory prepayments of the Term Loans in the following situations, among others: · The Company must apply 100% of the net proceeds from the sale of worn out and obsolete equipment not necessary or useful for the conduct of the Company’s business; · Commencing with the fiscal year ending December 31, 2016, the Company must apply 50% of our Excess Cash Flow for such fiscal year to the installment payments due on the Company’s Term Loan; · The Company must apply 50% of the net cash proceeds from the issuance of equity interests to the installment payments due on the Company’s Term Loan; provided that no prepayment need to be made for the year ended December 31, 2016 once the Company has made mandatory prepayments in excess of $10,000,000; · The Company must apply 100% of the net cash proceeds from the issuance of debt (other than certain permitted debt) to the prepayment of the Term Loan; · The Company must prepay 100% of the net cash proceeds paid to the Company other than in the ordinary course of business; and · The Company must prepay 100% of the net cash proceeds the Company receives from the prepayment of intercompany notes. Voluntary Prepayments. The Company may prepay amounts under the Term Loan or Revolving Loan at any time provided that the Company is required to pay a prepayment fee of 2% of the amount prepaid if payment is made prior to the first anniversary, 1.5% if the prepayment is made after the first anniversary but prior to the second anniversary and 1% if the prepayment is made after the second anniversary but prior to the third anniversary. Guaranties. Each of the Company’s direct or indirect wholly-owned subsidiaries jointly and severally and unconditionally guaranty payment of the Company’s obligations owed to Lenders. Financial Covenants: Debt to EBITDA Ratio. As of December 31, 2015, the Company must maintain a Debt to EBITDA Ratio, not in excess of 3.50 to 1.00. Thereafter, the Company must maintain a Debt to EBITDA Ratio as of the last day of any fiscal quarter, not in excess of (a) 3.25 to 1.00 for the fiscal quarters ending December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016; (b) 2.75 to 1.00 for the fiscal quarters ending December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017; (c) 2.50 to 1.00 for the fiscal quarters ending December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018; and (d) 2.25 to 1.00 for the fiscal quarter ending December 31, 2018 and at the end of each fiscal quarter thereafter. As of March 31, 2016, the Company’s Debt to EBITDA Ratio was 3.12. Senior Debt to EBITDA Ratio . As of December 31, 2015, the Company must maintain a Senior Debt to EBITDA Ratio not in excess of 3.00 to 1.00. Thereafter, the Company must maintain a Senior Debt to EBITDA Ratio as of the last day of any fiscal quarter, not in excess of (a) 3.00 to 1.00 for the fiscal quarters ending December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016; (b) 2.50 to 1.00 for the fiscal quarters ending December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017; (c) 2.25 to 1.00 for the fiscal quarters ending December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018; and (d) 2.00 to 1.00 for the fiscal quarter ending December 31, 2018 and at the end of each fiscal quarter thereafter. As of March 31, 2016, the Company’s Senior Debt to EBITDA Ratio was 2.69. Pre-Distribution Fixed Charge Coverage Ratio . The Company must maintain as of the last day of any fiscal quarter a Pre-Distribution Fixed Charge Coverage Ratio in excess of 1.30 to 1.00. As of March 31, 2016, the Company’s Pre-Distribution Fixed Charge Coverage Ratio was 1.82. Post-Distribution Fixed Charge Coverage Ratio. The Company must maintain as of the last day of any fiscal quarter, a Post-Distribution Fixed Charge Coverage Ratio in excess of 1.05 to 1.00. As of March 31, 2016, the Company’s Post-Distribution Fixed Charge Coverage Ratio was 1.30. Capital Expenditures. The Company shall not make capital expenditures in excess of $5,000,000 during any fiscal year. As of March 31, 2016, the Company is in compliance with all of the TCB Credit Facility financial covenants. Collateral. Payment and performance of the Company’s obligations under the TCB Credit Facility are secured in general by all of the Company and the Company’s guarantors’ assets. Negative Covenants . The TCB Credit Facility has restrictive covenants that, among other things, limits or restricts the Company’s ability to do the following without the consent of TCB: · Incur additional indebtedness; · Create or incur additional liens on the Company’s assets; · Engage in mergers or acquisitions; · Pay dividends or make any other payment or distribution in respect of the Company’s equity interests; · Make loans and investments; · Issue equity, except for stock compensation awards to employees; · Engage in transaction with affiliates; · Dispose of the Company’s assets, except for certain approved assets; · Engage in any sale and leaseback arrangements; and · Prepay debt to debtors other than TCB. Defaults and Remedies. In addition to the general defaults of failure to perform our obligations under the Loan Agreement, events of default also include the occurrence of a change in control, as defined, and the loss of our Medicare or Medicaid certification, collateral casualties, entry of a uninsured judgment of $500,000 or more, failure of first liens on collateral and the termination of any of the Company’s management agreements that represent more than 10% of the Company’s management fees for the preceding 18 month period. In the event of a monetary default, all of the Company’s obligations due under the TCB Credit Facility shall become immediately due and payable. In the event of a non-monetary default, the Company has 10 days or in some cases three days to cure before Texas Capital Bank has the right to declare the Company’s obligations due under the TCB Credit Facility immediately due and payable. At March 31, 2016, future maturities of long-term debt were as follows: Years ended March 31: 2017 $ 4,733,276 2018 4,922,350 2019 16,560,781 2020 5,205,713 2021 16,352,880 Thereafter — The Company’s capital lease obligations as of March 31, 2016 and December 31, 2015 are as follows: Rate (1) Maturity Date 2016 2015 Capital Leases Obligations: Building 7.5% Jul. 2036 24,297,628 24,424,341 Equipment 5.6 - 9.0% Mar. 2017 - Dec. 2020 8,563,642 9,185,320 Total 32,861,270 33,609,661 Less: Current portion of capital leases (4,319,280 ) (4,478,968 ) Capital leases obligations $ 28,541,990 $ 29,130,693 (1) Effective rate as of March 31, 2016 The Company has entered into a capital lease covering the FSH Houston hospital facility, see Note 3 - Acquisition. The capital lease bears an interest at fixed rate of 7.5%. The Company is required to make monthly principal and interest payments under the capital lease totaling $193,611. The Company has entered into various capital leases that are collateralized by certain computer and medical equipment used by the Company. The capital leases bear interest at fixed rates ranging from 5.6% to 9.0%. The Company is required to monthly principal and interest payments under the capital leases totaling $300,084. At March 31, 2016, future maturities of capital lease obligations were as follows: Years ended March 31: 2017 $ 4,319,280 2018 2,868,010 2019 1,680,296 2020 1,483,071 2021 1,310,455 Thereafter 21,200,158 |