Long-Term Debt and Capital Lease Obligations | Note 11 – Long-Term Debt and Capital Lease Obligations Long-term debt and capital lease obligations consist of the following (in thousands): December 31, 2015 2014 USMD Holdings, Inc. Credit Agreement: Term loan $ 6,750 $ 7,500 Revolving credit facility — — USMD Arlington related party advance, net of unamortized discount of $223 at December 31, 2015 14,777 — Convertible subordinated notes due 2019, net of unamortized discount of $2,356 and $2,978 at December 31, 2015 and 2014, respectively 21,986 21,364 Convertible subordinated notes due 2020 (including $700 related party notes) 5,050 — Subordinated related party notes payable — 3,831 Other loans payable 908 212 Capital lease obligations 7,535 1,032 57,006 33,939 Consolidated lithotripsy entities: Notes payable — 1,228 Capital lease obligations — 1,294 — 2,522 Total long-term debt and capital lease obligations 57,006 36,461 Less: current portion (8,681 ) (3,323 ) Long-term debt and capital lease obligations, less current portion $ 48,325 $ 33,138 Credit Agreement On December 22, 2014, the Company and its wholly owned subsidiaries entered into an amendment to its credit agreement (as amended, the “Credit Agreement”) with Southwest Bank as sole lender and administrative agent (“Administrative Agent”). The Credit Agreement governs a $6.75 million term loan (“Term Loan”) and a $10.0 million revolving credit facility (the “Revolver”). The Company’s obligations under the Credit Agreement are secured by substantially all of the assets of the Company and its wholly owned subsidiaries, subject to certain exceptions. The maturity date of the Term Loan is December 21, 2016 and it bears interest at a fixed rate of 1.80%. The Credit Agreement requires the Company to maintain full cash collateralization of the $6.75 million Term Loan, which is presented as restricted cash on the Company’s consolidated balance sheet. The cash held as collateral is held in a segregated account with the Administrative Agent and is governed by a deposit account control agreement executed in connection with a previous amendment to the Credit Agreement. The account bears interest at a rate of 0.55% per annum. The Company does not have the right to withdraw funds from such account without the prior written consent of the Administrative Agent. The Company may, however, prepay the Term Loan at any time, in whole or in part, with the cash held in the segregated account. Once the Term Loan was fully cash collateralized, the Company was no longer required to make scheduled principal payments on the Term Loan and the outstanding principal balance of the Term Loan is due and payable at maturity. Proceeds from borrowings under the Term Loan were used to repay in full other lenders previously party to the Term Loan. The maturity date of the Revolver is December 21, 2016. Interest on amounts outstanding under the Revolver is due monthly and accrues, at the Company’s option, at the 30-Day London Interbank Offered Rate (“LIBOR”) plus 3.50%, or the U.S. prime rate plus 0.50%, with a floor of 4.00% in either case. An unused commitment fee is payable quarterly on the undrawn portion of the Revolver at a rate of 0.50% per annum. Proceeds from borrowings under the Revolver are available to finance the working capital needs of the Company and its wholly owned subsidiaries and to finance up to $1.5 million of capital expenditures each year. The Credit Agreement requires the Company to meet a senior leverage ratio of no greater than 1.00:1.00 in order to borrow funds under the Revolver and to pay down the borrowings under the Revolver in the event its senior leverage ratio exceeds 1.00:1.00. Beginning on September 30, 2016, the Credit Agreement requires the Company to maintain a fixed charge coverage ratio of at least 1.25:1.00. Both covenants are calculated on a rolling four quarter basis. However, not more than once during any period of four consecutive fiscal quarters, the Company is permitted to maintain compliance with its financial covenants if the fixed charge coverage ratio is at least 1.00:1.00 and the senior leverage ratio is no greater than 1.25:1.00. Under the Credit Agreement, if the Term Loan is fully cash collateralized and there are no borrowings under the Revolver, the fixed charge coverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2016, and the senior leverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2015. The Credit Agreement contains a number of covenants that, among other things, limit or restrict the ability of the Company and its wholly owned subsidiaries to dispose of assets, incur additional indebtedness, make dividend and other restricted payments, create liens securing other indebtedness and enter into restrictive agreements. As of December 31, 2015, the Company was in compliance with the financial covenant requirements of the Credit Agreement. The Credit Agreement allows for a maximum amount of capital expenditures of $6.0 million in 2016. In 2014, an amendment to the Credit Agreement restructured the Term Loan and Revolver. The Company analyzed the amendment to the Credit Agreement and resulting restructuring under the debt modification and extinguishment accounting guidance (ASC 470-50). The Company recognized a loss on debt extinguishment of $171,000 related to the write-off of unamortized deferred debt issuance costs. USMD Arlington Related Party Advance On September 18, 2015, the Company and the other partners of USMD Arlington amended the partnership agreement of USMD Arlington to allow for a one-time special distribution from USMD Arlington to the Company. USMD Arlington financed the special distribution with the proceeds of new debt issued by USMD Arlington in the original principal amount of $15,000,000, which USMD Arlington borrowed specifically for the purpose of funding the special distribution. The Company received proceeds from the special distribution of $14.8 million, net of lender fees. The Company has determined that the special distribution is, in substance, a debt arrangement (the “Advance”). The Advance accrues interest that is payable to USMD Arlington at the 30-Day LIBOR plus a margin of 2.85% (3.27% at December 31, 2015). In addition, the Company is required to pay the limited partners of USMD Arlington a pre-determined quarterly financing fee equal to 3.22% per annum of the scheduled outstanding balance at the end of each month. To the extent available, principal and interest payments due on the Advance will be withheld monthly from USMD Arlington distributions otherwise due to the Company. If distributions to the Company withheld by USMD Arlington for any three month period ending in February, May, August or November during the debt term are less than principal and interest payments due for that three month period, the Company will make payments in amounts equal to the difference between amounts withheld from distributions and amounts due for that three month period. Subject to the preceding terms, principal payments of $312,500 are due monthly beginning December 31, 2016 and the debt matures November 28, 2020. If the Company fails to make payments due under the terms of the Advance, the Company’s ownership interest in USMD Arlington may be reduced and the ownership interest of the limited partners of USMD Arlington may be proportionally increased. Convertible Subordinated Notes Due 2020 On April 29, 2015, the Company issued convertible subordinated notes due 2020 in the aggregate principal amount of $1.55 million (the “2020-11 Convertible Notes”) to certain investors in a private unregistered offering. The 2020-11 Convertible Notes mature on November 1, 2020 and bear interest at a fixed rate of 7.25% per annum. Interest payments are due and payable monthly, in cash or in shares of common stock as the Company elects, on the last day of each month commencing on May 31, 2015. Principal is due in full at maturity. The Company may prepay the 2020-11 Convertible Notes, in whole or in part, at any time after April 29, 2016 without penalty. Each noteholder will have the right at any time after April 29, 2016, prior to the payment in full of the 2020-11 Convertible Note, to convert all or any part of the unpaid principal balance of the 2020-11 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $10.61 of principal. The conversion rate will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2020-11 Convertible Notes are convertible into 146,086 common shares of the Company at a conversion price of $10.61 per share. Three members of the Company’s Board of Directors hold 2020-11 Convertible Notes totaling $0.7 million. Effective March 13, 2015, the Company issued convertible subordinated notes due 2020 in the aggregate principal amount of $3.5 million (the “2020-09 Convertible Notes”) to certain investors in a private unregistered offering. The 2020-09 Convertible Notes mature on September 1, 2020 and bear interest at a fixed rate of 7.75% per annum. Interest payments are due and payable monthly, in cash or in shares of common stock as the Company elects, on the last day of each month commencing on April 30, 2015. Principal is due in full upon maturity. The Company may prepay the 2020-09 Convertible Notes, in whole or in part, at any time after March 13, 2016 without penalty. Each noteholder has the right at any time after March 13, 2016, prior to the payment in full of the 2020-09 Convertible Note, to convert all or any part of the unpaid principal balance of the 2020-09 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $11.10 of principal. The conversion price will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2020-09 Convertible Notes are convertible into 315,315 common shares of the Company at a conversion price of $11.10 per share. The indebtedness represented by the convertible subordinated notes due in 2020 is expressly subordinate to all senior indebtedness of the Company currently outstanding or incurred in the future, which includes indebtedness in connection with its Credit Agreement. The Company evaluated the conversion options embedded in the convertible subordinated notes due in 2020 and concluded that the options do not meet the criteria for bifurcation and separate accounting as a derivative as they are indexed to the Company’s own stock and, if freestanding, would be classified in stockholders’ equity. Specifically, the variables affecting any adjustment to the conversion price would be inputs to the fair value of a fixed-for-fixed option on equity shares, or are otherwise designed to maintain the economic position of both parties before and after the event that precipitates an adjustment of the conversion price (i.e. merger). Convertible Subordinated Notes Due 2019 Effective September 1, 2013, the Company issued convertible subordinated notes due 2019 in the aggregate principal amount of $24.3 million (the “2019-03 Convertible Notes”) to certain limited partners of USMD Arlington to acquire their limited partnership interests in USMD Arlington. The 2019-03 Convertible Notes bear interest at a fixed rate of 5.00% per annum and mature on March 1, 2019. Interest payments are due and payable on the last day of each month and the principal is due upon maturity. The Company may prepay the 2019-03 Convertible Notes, in whole or in part, at any time after September 1, 2014 without penalty. Each noteholder has the right at any time after September 1, 2014 to convert all or any part of the unpaid principal balance of its 2019-03 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $23.37 of principal. The conversion price will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2019-03 Convertible Notes are convertible into 1,041,577 common shares of the Company at a conversion price of $23.37 per share and have an effective interest rate of 8.50%. The indebtedness represented by the 2019-03 Convertible Notes is expressly subordinate to all senior indebtedness of the Company currently outstanding or incurred in the future, which includes its indebtedness under the Credit Agreement. The Company evaluated the embedded conversion option and concluded that it does not meet the criteria for bifurcation and separate accounting as a derivative as it is indexed to the Company’s own stock and, if freestanding, would be classified in stockholders’ equity. Specifically, the variables affecting any adjustment to the conversion price would be inputs to the fair value of a fixed-for-fixed option on equity shares, or are otherwise designed to maintain the economic position of both parties before and after the event that precipitates an adjustment of the conversion price (i.e. merger). At the date of execution of the 2019-03 Convertible Notes (the commitment date), the conversion price was less than the fair value of shares of the Company’s common stock. The Company recognized the intrinsic value of the conversion option’s in-the-money portion as a $3.7 million beneficial conversion discount to the debt with an offsetting entry to additional paid-in capital. The beneficial conversion discount is being accreted to the 2019-03 Convertible Notes using the effective interest method until the notes mature on March 1, 2019. At December 31, 2015, the unamortized discount of $2.4 million has a remaining amortizable life of 38 months. For the year ended December 31, 2015, the Company recognized interest expense related to the 2019-03 Convertible Notes of $1.8 million, comprised of $1.2 million related to the contractual interest rate and $0.6 million related to discount accretion. For the year ended December 31, 2014, the Company recognized interest expense related to the 2019-03 Convertible Notes of $1.8 million, comprised of $1.2 million related to the contractual interest rate and $0.6 million related to discount accretion. Other Loans Payable Effective August 31, 2015, the Company entered into an arrangement to finance $490,000 of its annual directors and officers insurance policy. The loan bears interest at a fixed rate of 3.53% and principal and interest payments are due monthly in eleven equal installments of $45,000 beginning September 30, 2015 until maturity in July 31, 2016. In connection with the master lease arrangement described below, the Company financed $351,000 of training and implementation services purchased from the equipment vendor. The financing arrangements were effective August 4, 2015 and have terms ranging from 44 to 66 months. Beginning March 2016, the financing arrangement requires aggregate minimum monthly payments of $8,000, which will reduce beginning in 2019 as the shorter term arrangements are paid off. The financing arrangements bear interest at fixed rates with a weighted average of 5.0%. From inception to the first payment date, interest charges will be added to the loan balance. In 2014, concurrent with a capital lease of medical equipment for the Company’s IDTF at USMD Arlington, the Company financed $157,000 of training and implementation services purchased from the equipment vendor. In July 2015, concurrent with additions to the capital lease, $52,000 of additional services was added to the loan. The financing arrangement requires 25 quarterly principal and interest payments of $11,000 beginning September 30, 2015. The financing arrangements bear interest at fixed rates with a weighted average of 6.4%. From inception to the first payment date, interest charges were added to the loan balance. Long-Term Debt Maturities Maturities of the Company’s long-term debt at December 31, 2015, excluding unamortized debt discounts, are as follows for the years indicated (in thousands): 2016 $ 7,195 2017 3,866 2018 3,871 2019 28,192 2020 8,890 Thereafter 36 Total $ 52,050 Capital Lease Obligations In connection with establishment of the Company’s IDTF at USMD Arlington, the Company entered into a master leasing arrangement with the financing subsidiary of an equipment vendor. Under this arrangement, the Company has entered into twelve capital leases for medical systems totaling $5.9 million. The leases have terms of 66, 60, 55 and 44 months. Beginning in early 2016, the 66 month leases require minimum monthly payments of $63,000, the 60 month leases require minimum monthly payments of $5,000, the 55 month lease requires minimum monthly payments of $11,000 and the 44 month leases require minimum monthly payments of $58,000. Effective with delivery and acceptance, the equipment leases commenced in August and September 2015. From lease commencement to the first payment date, interest will be added to the capital lease balances. In October 2015, the Company entered into three capital leases to finance the acquisition of furniture and medical equipment totaling $246,000. The leases required 60 monthly payments of $5,000 beginning in November 2015. In July 2015, the Company entered into a capital lease to finance the acquisition of electronic health record software licenses totaling $1.0 million. The lease required an initial payment of $87,000 on July 7, 2015 followed by 35 monthly payments of $27,000 beginning August 7, 2015. In 2014, in connection with establishment of the Company’s IDTF at USMD Arlington, the Company entered into a capital lease to finance the purchase of medical equipment totaling $0.6 million. In July 2015, the Company added $0.1 million of equipment to the capital lease. Payments are variable subject to a defined per-use minimum. Beginning September 30, 2015, the lease requires 25 minimum quarterly payments of $35,000. From lease inception to the first payment date, interest was added to the capital lease balance. The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of December 31, 2015 are as follows for the years indicated (in thousands): 2016 $ 1,842 2017 2,150 2018 1,990 2019 1,320 2020 999 Thereafter 169 Total minimum lease payments 8,470 Less: amount representing interest (935 ) Present value of minimum lease payments 7,535 Less: current portion of capital lease obligations (1,486 ) Capital lease obligations, less current portion $ 6,049 Impact to Long-Term Debt and Capital Lease Obligations due to Sale of Lithotripsy Services Business Effective January 1, 2007, the Company acquired the remaining 59.4% of partnership interests in U.S. Lithotripsy L.P. it did not own in exchange for cash and notes payable (the “Subordinated Related Party Notes”). The Subordinated Related Party Notes were held by two individuals who are current members of the Company’s Board of Directors, one of which is the Chief Executive Officer of the Company. In connection with the sale of the Lithotripsy Services business, the remaining $3.2 million aggregate balance of the Subordinated Related Party Notes was paid in full. The Company’s lithotripsy entities historically entered into financing arrangements to acquire lithotripsy and transportation equipment. In May 2015, prior to the sale of Lithotripsy Services, one of the Company’s consolidated lithotripsy entities acquired equipment totaling $0.5 million and executed a note payable to finance the full amount of the purchased equipment. Notes payable and capital lease obligations totaling $1.2 million and $1.2 million, respectively, were sold with the Lithotripsy Services business. |