Debt | 10 . Debt A summary of the Company’s debt obligations, net of unamortized discounts and debt issuance costs, is as follows (in thousands): September 30, December 31, 2016 2015 Non-related party debt: Senior secured loans, net of issuance costs $ 138,804 $ 118,936 Subordinated debt 48,894 24,240 Capital lease obligations 1,728 770 Total non-related party debt 189,426 143,946 Less current portion (8,617 ) (3,611 ) Total non-related party debt, long-term $ 180,809 $ 140,335 Related party debt: Acquisition related debt $ — $ 1,195 Less current portion — (1,195 ) Total related party debt, long-term $ — $ — 2015 Credit Facility On March 9, 2015, the Company entered into a five year senior secured credit facility (the “2015 Credit Facility”) with Bank of America, N.A., as administrative agent for the lenders party thereto. The 2015 Credit Facility initially consisted of a $50.0 million revolver and a $75.0 million term loan. The Company incurred approximately $2.0 million in debt issuance costs related to underwriting and other professional fees, of which approximately $1.1 million related to the revolver and approximately $0.9 million related to the term loan. The Company deferred these costs over the term of the 2015 Credit Facility. On July 13, 2016, the Company increased its 2015 Credit Facility to $171.3 million, consisting of a $50.0 million revolving credit facility and a $121.3 million term loan. The facility is scheduled to mature in March 2020 and bears interest at LIBOR plus a margin between 2.25% to 3.25% or a base rate plus a margin between 1.25% and 2.25%, in each case depending on the Company’s leverage ratio. The facility has an accordion feature that provides for an additional $75.0 million of borrowing capacity under the credit facility, subject to certain consents and conditions, including obtaining additional commitments from lenders. The 2015 Credit Facility requires quarterly term loan principal repayments for the outstanding term loan of $1.6 million at December 31, 2016, $2.3 million for March 31, 2017 to December 31, 2017, $3.9 million from March 31, 2018 to December 31, 2018, and $4.7 million from March 31, 2019 to December 31, 2019, with the remaining principal balance of the term loan due on the maturity date of March 9, 2020. Repayment of the revolving loan is due on the maturity date of March 9, 2020. The 2015 Credit Facility generally requires quarterly interest payments. Borrowings under the 2015 Credit Facility are guaranteed by the Company and each of its subsidiaries and are secured by a lien on substantially all of the Company’s and its subsidiaries’ assets. Borrowings under the 2015 Credit Facility bear interest at a rate tied to the Company’s Consolidated Total Leverage Ratio (defined as Consolidated Funded Indebtedness to Consolidated EBITDA, in each case as defined in the credit agreement). Eurodollar Rate Loans with respect to the 2015 Credit Facility bear interest at the Applicable Rate plus the Eurodollar Rate (each as defined in the credit agreement) (based upon the LIBOR Rate (as defined in the credit agreement) prior to commencement of the interest rate period). Base Rate Loans with respect to the 2015 Credit Facility bear interest at the Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.0% (the interest rate at September 30, 2016 was 3.88%). In addition, the Company is required to pay a commitment fee on undrawn amounts under the 2015 Credit Facility of 0.35% to 0.50% depending on the Company’s Consolidated Total Leverage Ratio (the commitment fee rate at September 30, 2016 was 0.50%). The Applicable Rates and the unused commitment fees of the 2015 Credit Facility are based upon the following tiers: Pricing Tier Consolidated Total Leverage Ratio Eurodollar Rate Loans Base Rate Loans Commitment Fee 1 > 3.25 % 2.25 % 0.50 % 2 > 3.00 % 2.00 % 0.45 % 3 > 2.75 % 1.75 % 0.40 % 4 > 2.50 % 1.50 % 0.35 % 5 < 2.00:1.00 2.25 % 1.25 % 0.35 % The 2015 Credit Facility requires the Company to comply with customary affirmative, negative and financial covenants, including a Consolidated Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio and a Consolidated Senior Secured Leverage Ratio (each as defined in the credit agreement). The Company may be required to pay all of its indebtedness immediately if the Company defaults on any of the financial or other restrictive covenants contained in the 2015 Credit Facility. The financial covenants include maintenance of the following: • Fixed Charge Coverage Ratio may not be less than 1.50:1.00 as of the end of any fiscal quarter. • Consolidated Total Leverage Ratio: may not be greater than the following levels as of the end of each fiscal quarter: Measurement Period Ending Maximum Consolidated Total Leverage Ratio September 30, 2016 4.25:1.00 December 31, 2016 4.25:1.00 March 31, 2017 and each fiscal quarter thereafter 4.00:1.00 • Consolidated Senior Secured Leverage Ratio may not be greater than the following levels as of the end of each fiscal quarter: Measurement Period Ending Maximum Consolidated Senior Secured Leverage Ratio September 30, 2016 3.75:1.00 December 31, 2016 3.75:1.00 March 31, 2017 and each fiscal quarter thereafter 3.50:1.00 As of September 30, 2016, the Company was in compliance with all applicable covenants. The Company incurred approximately $1.4 million in initial debt issuance costs related to underwriting and other professional fees and deferred these costs over the term of the 2015 Credit Facility. In the third quarter of 2015, the Company incurred an additional $0.5 million of issuance costs payable to its creditors and deferred these costs over the remaining term of the 2015 Credit Facility. As of September 30, 2016, our total borrowings under the $50.0 million revolver portion of the 2015 Credit Facility were $20.0 million and $2.7 million in standby letters of credit issued for various corporate purposes resulting in $27.3 million available to the Company. 2015 Subordinated Debt On October 2, 2015, the Company entered into two financing facilities with affiliates of Deerfield Management Company, L.P. (“Deerfield”). The financing facilities consist of $25.0 million of subordinated convertible debt and up to $25.0 million of unsecured subordinated debt, together with an incremental facility of up to an additional $50.0 million of subordinated convertible debt (subject to certain conditions) (the “Deerfield Facility”). The Company issued $25.0 million of subordinated convertible debt at closing and used the proceeds to fund acquisitions, its de novo projects and for general corporate purposes. The $25.0 million of subordinated convertible debt bears interest at an annual rate of 2.50% and matures on September 30, 2021. The $25.0 million of subordinated convertible debt funded at closing is convertible into shares of the Company’s common stock at $30.00 per share. In the second quarter of 2016, the Company issued $25.0 million of the unsecured subordinated debt and used the proceeds to fund the acquisitions of Townsend, the hotel in Arlington, Texas and Solutions. The unsecured subordinated debt bears interest at an annual rate of 12.0% and matures on October 2, 2020. The Company incurred approximately $1.4 million in debt issuance costs related to underwriting and other professional fees and deferred these costs over the term of the debt. As of September 30, 2016, both the $25.0 million of subordinated convertible debt, bearing interest at 2.5%, and the $25.0 million of unsecured subordinated debt, bearing interest at 12.0%, were outstanding. Acquisition Related Debt At December 31, 2015, the Company had outstanding notes payables of $1.2 million resulting from the seller financing of the acquisition of certain assets of AJG Solutions and its subsidiaries and the equity of B&B Holdings INTL LLC (collectively, the “TSN Acquisition”). On February 29, 2016, the Company paid in full the outstanding balance, including principal of $1.2 million and accrued interest of $0.2 million. Interest Rate Swap Agreements In July 2014, the Company entered into two interest rate swap agreements to mitigate its exposure to fluctuations in interest rates. As of September 30, 2016, the interest rate swap agreements had notional amounts of $11.0 million and $7.5 million and interest rates of 4.73% and 4.21%, respectively. The notional amounts of the swap agreements represent amounts used to calculate the exchange of cash flows and are not the Company’s assets or liabilities. The interest payments under these agreements are settled on a net basis. The Company has not designated the interest rate swaps as cash flow hedges, and therefore, the changes in the fair value of the interest rate swaps are included within interest expense in the condensed consolidated statements of operations. The fair value of the interest rate swaps at September 30, 2016 and December 31, 2015 represented a liability of $513,000 and $464,000, respectively, and is reflected in other long-term liabilities on the condensed consolidated balance sheets. Refer to Note 13 for further discussion of fair value of the interest rate swap agreements. The Company’s credit risk related to these agreements is considered low because the swap agreements are with a creditworthy financial institution. The following table sets forth our interest rate swap agreements at September 30, 2016 (dollars in thousands): Notional Maturity Fair Amount Date Value Pay-fixed interest rate swap $ 7,498 May 2018 $ (114 ) Pay-fixed interest rate swap 10,971 August 2019 (399 ) Total $ 18,469 $ (513 ) |