Debt | 9. Debt A summary of the Company’s debt obligations, net of unamortized discounts and debt issuance costs, is as follows (in thousands): March 31, December 31, 2017 2016 Debt: Senior secured loans $ 149,407 $ 139,750 Subordinated debt 50,000 50,000 Unamoritzed debt issuance costs (2,533 ) (2,386 ) Capital lease obligations 1,547 1,742 Total debt 198,421 189,106 Less current portion of long-term debt (10,965 ) (9,445 ) Total long-term debt, net of current portion $ 187,456 $ 179,661 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 revolving credit facility 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 revolving credit loan 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 3.75% or a base rate plus a margin between 1.25% and 2.75%, 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. As of March 31, 2017, the balance on the term loan was $116.4 million, and the balance on the revolving credit facility was $33.0 million. On February 27, 2017, the Company amended its 2015 Credit Facility, to, among other things, provide for certain modifications to the terms of the 2015 Credit Agreement, dated as of March 19, 2015, as amended from time to time (the “2015 Credit Agreement”), including the following: (i) extend the maximum Consolidated Total Leverage Ratio (as defined in the 2015 Credit Agreement) of 4.25:1.00 through the measurement period ending September 30, 2017; and (ii) amend the definition of Applicable Margin (as defined in the 2015 Credit Agreement) to add an additional pricing level of 3.75% for Eurodollar Rate Loans and Letter of Credit Fee, 2.75% for Base Rate Loans and 0.60% for Commitment Fee (as all such terms are defined in the 2015 Credit Agreement), which will be applicable when the Consolidated Total Leverage Ratio is equal to or exceeds 4.00:1.00 at the end of the applicable measuring period (the “New Pricing Level”) and to provide that the Applicable Rate (as defined in the 2015 Credit Agreement) be set at the New Pricing Level from the date of such amendment until the first business day following the date the Company delivers its next Compliance Certificate (as defined in the 2015 Credit Agreement). The amendment also provided for additional Adjusted EBITDA (as defined in the 2015 Credit Agreement) add backs under its covenant calculation to account for its February 2017 reduction in workforce. The 2015 Credit Facility requires quarterly term loan principal repayments for the outstanding term loan of $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, and limits our ability to pay dividends. 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 2015 Credit Facility, as amended). 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 2015 Credit Facility, as amended) (based upon the LIBOR Rate (as defined in the 2015 Credit Facility, as amended) 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 March 31, 2017 was 4.73%). In addition, the Company is required to pay a commitment fee on undrawn amounts under the revolving loan of the 2015 Credit Facility of 0.35% to 0.60% depending on the Company’s Consolidated Total Leverage Ratio (the commitment fee rate at March 31, 2017 was 0.60%). The Applicable Rates and the unused commitment fees of the 2015 Credit Facility, after the February 27, 2017 amendment, are based upon the following tiers: Pricing Tier Consolidated Total Leverage Ratio Eurodollar Rate Loans Base Rate Loans Commitment Fee 1 > 3.75 % 2.75 % 0.60 % 2 > 3.25 % 2.25 % 0.50 % 3 > 3.00 % 2.00 % 0.45 % 4 > 2.75 % 1.75 % 0.40 % 5 > 2.50 % 1.50 % 0.35 % 6 < 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 2015 Credit Facility, as amended). 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, after the February 27, 2017 amendment, 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 March 31, 2017 4.25:1.00 June 30, 2017 4.25:1.00 September 30, 2017 4.25:1.00 December 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 March 31, 2017 and each fiscal quarter thereafter 3.50:1.00 As of March 31, 2017 the Company was in compliance with all applicable covenants under the 2015 Credit Agreement. The Company has incurred a total of approximately $2.2 million in debt issuance costs, of which $1.5 million was unamortized as of March 31, 2017. The issuance costs were related to underwriting and other professional fees, which the Company deferred over the term of the 2015 Credit Facility. As of March 31, 2017, our total borrowings under the $50.0 million revolver portion of the 2015 Credit Facility were $33.0 million and $2.5 million in standby letters of credit issued for various corporate purposes resulting in $14.5 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 Wetsman Forensic Medicine, LLC (d/b/a Townsend) and its affiliates (“Townsend”), the hotel in Arlington, Texas and Solutions Recovery, Inc., its affiliates and unsecured real estate assets (collectively, “Solutions”). The unsecured subordinated debt bears interest at an annual rate of 12.0% and matures on October 2, 2020. The Company has incurred a total of approximately $1.3 million in debt issuance costs, of which $1.0 million was unamortized as of March 31, 2017. The issuance costs were related to the underwriting and other professional fees, which the Company deferred over the term of the Deerfield Facility. As of March 31, 2017, 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. 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 March 31, 2017, the interest rate swap agreements had notional amounts of $7.2 million and $10.5 million which fix the interest rates over the life of the respective swap agreement at 4.21% and 4.73%, and mature in May 2018 and August 2019, 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 March 31, 2017 and December 31, 2016 represented a liability of $0.2 million and $0.3 million, respectively, and is reflected in other long-term liabilities on the condensed consolidated balance sheets. Refer to Note 12 (Fair Value of Financial Instruments) 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. |