Notes Payable | NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated: Maturity Stated Interest Rate Balance as of March 31, 2019 Balance as of December 31, 2018 Subordinated Notes Payable- acquisitions 5/25/2019 – 7/1/2021 2.00% - 3.50% $ 12,204 $ 10,964 Term Loan – Wells Fargo Syndicate Partner 5/25/2022 10.74 % 55,965 52,106 Term Loan - Wells Fargo 5/25/2022 5.74 % 55,965 52,106 Total Notes Payable 124,134 115,176 Short-term notes payable 6,927 5,864 Long-term notes payable $ 117,207 $ 109,312 The following table summarizes the debt issuance costs as of the dates indicated: Notes Payable Gross Notes Payable at March 31, 2019 Debt Issuance Costs and Debt Discount Net Notes Payable at March 31, 2019 Notes payable, current portion $ 6,927 $ (1,213 ) $ 5,714 Notes payable, net of current portion 117,207 (2,876 ) 114,331 Total Notes Payable $ 124,134 $ (4,089 ) $ 120,045 Notes Payable Gross Notes Payable at December 31, 2018 Debt Issuance Costs Net Notes Payable at December 31, 2018 Notes payable, current portion $ 5,864 $ (1,131 ) $ 4,733 Notes payable, net of current portion 109,312 (2,083 ) 107,229 Total Notes Payable $ 115,176 $ (3,214 ) $ 111,962 The following table summarizes the future principal payments related to our outstanding debt as of March 31, 2019 : Year Ended Gross Amount December 31, 2019 (April to December) $ 4,986 December 31, 2020 5,248 December 31, 2021 10,163 December 31, 2022 103,737 Gross Notes Payable $ 124,134 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. Second Amended and Restated Credit Agreement In March 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 2017. The Second Restated Credit Agreement provides for a total of $175,000 in available financing consisting of (a) $105,000 in the aggregate principal amount of term loans; (b) a $5,000 line of credit; (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions, which is a new financing option for us; and (d) a $40,000 accordion. The accordion allows us to increase the amount of financing we receive from our lenders at our option. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement. The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows: Leverage Ratio First Out Revolver Base Rate Margin First Out Revolver LIBOR Rate Margin First Out TL Base Rate Margin First Out TL LIBOR Rate Margin Last Out Base Rate Margin Last Out LIBOR Rate Margin ≤ 3.25:1 4.25 percentage points 5.25 percentage points 1.75 percentage points 2.75 percentage points 6.75 percentage points 7.75 percentage points > 3.25:1 4.75 percentage points 5.75 percentage points 2.25 percentage points 3.25 percentage points 7.25 percentage points 8.25 percentage points The outstanding principal amount of the term loans is payable as follows: • $263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans; • $656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and • $1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans. The outstanding principal balance and all accrued and unpaid interest on the term and revolving loans is due on May 25, 2022 . The Second Restated Credit Agreement also: • amended our leverage ratio covenant • amended our fixed charge coverage ratio to be not less than 1.25 :1 at March 31, 2018 and each quarter-end thereafter; and • removed the TTM recurring revenue covenant. In January 2019, we entered into a Consent and Amendment No. 2 to the Second Restated Credit Agreement (the “Consent and Amendment No. 2”), with Wells Fargo Bank, National Association and Goldman Sachs Specialty Lending Holdings, Inc. Under the terms and conditions of the Consent and Amendment No. 2, the agent and required lenders consented to our acquisition of Payroll Maxx LLC as a “permitted acquisition” and we borrowed a delayed draw term loan in the aggregate amount of $8,000 . The Consent and Amendment No. 2 also amends, among other things, our leverage ratio covenant to increase the maximum ratio to 6.00 :1 at March 31, 2019, June 30, 2019 and September 30, 2019 and then stepping down each quarter-end thereafter through December 31, 2020. As of March 31, 2019 and December 31, 2018 , $283 and $0 was outstanding and $4,717 and $5,000 , respectively, was available for borrowing under the revolver. As of March 31, 2019 , we were in compliance with all financial covenants and all payments remain current. We expect to be in compliance with our debt agreements and related covenants over the next twelve months. |