Debt Disclosure [Text Block] | NOTE 5 – NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated: Maturity Stated Interest Rate March 31, December 31, 2019 Subordinated Notes Payable – acquisitions 10/1/2019 – 7/1/2021 2.00% - 3.00 % $ 5,813 $ 7,185 Term Loan – Wells Fargo Syndicate Partner 12/31/2024 4.75 % 19,875 20,000 Total Notes Payable $ 25,688 $ 27,185 Short-term Notes Payable 2,956 2,696 Long-term Notes Payable $ 22,732 $ 24,489 The following table summarizes the debt issuance costs as of the dates indicated: March 31, 2020 Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable Notes payable, current portion $ 2,956 $ (140 ) $ 2,816 Notes payable, net of current portion 22,732 (271 ) 22,461 Total $ 25,688 $ (411 ) $ 25,277 December 31, 2019 Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable Notes payable, current portion $ 2,696 $ (125 ) $ 2,571 Notes payable, net of current portion 24,489 (347 ) 24,142 Total $ 27,185 $ (472 ) $ 26,713 The following table summarizes the future principal payments related to our outstanding debt as of March 31, 2020: Year Ending Amount 2020 $ 912 2021 5,776 2022 1,000 2023 1,000 2024 17,000 Total $ 25,688 Term Loan - Wells Fargo In March 2014, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent, and the lenders that are party thereto. The Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. In March 2014 and in connection with the Credit Agreement, we and our wholly owned active subsidiaries entered into a Guaranty and Security Agreement with Wells Fargo Bank. Under the Guaranty and Security Agreement, we and each of our wholly owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. Third Amended and Restated Credit Agreement In December 2019, we entered into a third amended and restated credit agreement (the “Third Restated Credit Agreement”) with Wells Fargo Bank, as agent and lender, amending and restating the terms of the Second Amended and Restated Credit Agreement dated as of March 2018. The Third Restated Credit Agreement provides for $20,000 in term loans and a $10,000 revolver. The Third Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio Applicable Margin Relative to Base Rate Loans Applicable Margin Relative to LIBOR Rate Loans < 2.00:1.00 2.25% percentage points 3.25% percentage points ≤ 3.00:1.00, and ≥ 2.00:1.00 2.75% percentage points 3.75% percentage points ≥ 3.00:1.00 3.25% percentage points 4.25% percentage points The outstanding principal amount of the term loan is payable as follows: • $125 beginning on March 31, 2020 and the last day of each fiscal quarter thereafter through and including December 31, 2021; and • $250 beginning on March 31, 2022 and the last day of each fiscal quarter thereafter. The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024. The Third Restated Credit Agreement also: • adds a covenant that requires that we achieve EBITDA of at least $3,750 for the three months ended March 31, 2020, $4,850 for the six months ended June 30, 2020 and $5,950 for the nine months ended September 30, 2020, which covenant is in lieu of a leverage covenant calculated at March 31, 2020, June 30, 2020 and September 30, 2020; • amends our leverage ratio covenant to decrease the maximum ratio to 3.50:1.00 at December 31, 2020, 3.25:1.00 at March 31, 2021 and June 30, 2021 and 2.50:1.00 at September 30, 2021 and each quarter-end thereafter; and • amends our fixed charge coverage ratio to be no less than 1.00:1.00 at March 31, 2020, and each quarter end thereafter through and including December 31, 2021, 1.50:1.00 at March 31, 2022, 1.60:1.00 at June 30, 2022, and 2.00:1:00 at September 30, 2022 and each quarter end thereafter. As of March 31, 2020 and December 31, 2019, no amount was outstanding and $9,500 and $10,000, respectively, was available for borrowing under the revolver. As of March 31, 2020, a letter of credit of $500 was outstanding under the revolver. As of March 31, 2020, we were in compliance with all financial covenants and all payments were current. |