Quarterly report pursuant to Section 13 or 15(d)

LONG-TERM DEBT

v3.19.1
LONG-TERM DEBT
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 10. LONG-TERM DEBT

Long-term debt consisted of the following at March 31, 2019 and December 31, 2018:

 

 

 

2019

 

 

2018

 

Nevada State Bank Term Loan and Revolving Loan

 

$

9,723,200

 

 

$

10,042,400

 

Vehicle notes payable

 

 

75,049

 

 

 

85,043

 

Insurance notes payable

 

 

46,365

 

 

 

73,794

 

Notes payable, gross

 

 

9,844,614

 

 

 

10,201,237

 

Less:

 

 

 

 

 

 

 

 

Unamortized debt issuance costs

 

 

(87,456

)

 

 

(94,562

)

Notes payable, net

 

 

9,757,158

 

 

 

10,106,675

 

Less: Current portion

 

 

(1,446,794

)

 

 

(1,456,847

)

Long-term debt, net

 

$

8,310,364

 

 

$

8,649,828

 

 

Nevada State Bank credit agreement.  On April 24, 2018 (the “Closing Date”), we entered into a credit agreement with ZB, N.A. dba Nevada State Bank (“NSB” and the “Credit Agreement”), which provides for a $11.0 million five-year term loan (the “Term Loan”) and a $1.0 million one-year revolving credit facility (the “Revolving Loan”).  On April 22, 2019, we entered into a First Amendment to the Credit Agreement (the “First Amendment”) to extend the Revolving Loan Maturity Date from April 24, 2019 to April 24, 2021. $1.0 million was available under the Revolving Loan at March 31, 2019 and the filing date of this Quarterly Report on Form 10-Q.

 

On May 6, 2019, we entered into a Second Amendment to the Credit Agreement to (i) provide an additional $10 million of availability under the Term Loan; and (ii) waive for a period of 180 days the breach of any covenant in the Credit Agreement that might occur as a result of the redemption of common stock held by Triangulum Partners, LLC (“Triangulum)” (Note 16).

 

Outstanding balances under the Term Loan and the Revolving Loan accrue interest based on one-month US dollar London interbank offered rate (“LIBOR”) plus an Applicable Margin of 3.50%, or 4.00%, depending on our Leverage Ratio (as defined in the Credit Agreement).  

We are required to make monthly principal and interest payments on the Term Loan, both of which are calculated over a seven-year term, with a balloon payment due on April 24, 2023.  Borrowings under the Credit Agreement are secured by a lien on substantially all of our assets.

Effective May 1, 2018, we entered into an interest rate swap agreement with an affiliate of NSB (the “Swap Agreement”) to lock the interest rate on the Term Loan at 6.43% (assuming a Leverage Ratio less than 2.0) for three years. The notional amount of the Swap Agreement is initially $10.9 million but will decrease over time as a result of the anticipated principal paydowns.

The Credit Agreement contains affirmative and negative financial covenants and other restrictions customary for borrowings of this nature.  In particular, we are required to maintain a minimum trailing-four-quarters Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 and a maximum Leverage Ratio of 3.00.  The Credit Agreement allows us to make share repurchases and to incur up to an additional $1.0 million of unsecured indebtedness provided that we are in compliance with the covenants in the Credit Agreement on a pro forma basis. We were in compliance with the financial covenants of the Credit Agreement as of March 31, 2019.

 

As of March 31, 2019, future maturities of our long-term debt obligations are as follows:    

 

Twelve Months ending March 31,

 

Total

 

2019

 

$

1,446,794

 

2020

 

 

1,480,138

 

2021

 

 

1,574,482

 

2022

 

 

1,664,400

 

Thereafter

 

 

3,678,800

 

Total notes payable

 

 

9,844,614

 

Less:

 

 

 

 

Unamortized debt issuance costs

 

 

(87,456

)

Notes payable, net

 

$

9,757,158