Annual report pursuant to Section 13 and 15(d)

LONG-TERM DEBT

v3.19.1
LONG-TERM DEBT
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 10. LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 2018 and 2017:

 

 

 

2018

 

 

2017

 

Nevada State Bank Term Loan and Revolver

 

$

10,042,400

 

 

$

 

Breakaway Term Loan

 

 

 

 

 

9,450,000

 

Equipment notes payable

 

 

85,043

 

 

 

124,311

 

Insurance notes payable

 

 

73,794

 

 

 

73,734

 

Long-term debt, gross

 

 

10,201,237

 

 

 

9,648,045

 

Less:

 

 

 

 

 

 

 

 

Unamortized debt issuance costs

 

 

(94,562

)

 

 

(480,397

)

Warrants issued

 

 

 

 

 

(584,261

)

Long-term debt, net

 

 

10,106,675

 

 

 

8,583,387

 

Less: Current portion

 

 

(1,456,847

)

 

 

(1,163,002

)

Long-term debt, net

 

$

8,649,828

 

 

$

7,420,385

 

 

Nevada State Bank Credit Agreement.  On April 24, 2018, we entered into a credit agreement with ZB, N.A. dba Nevada State Bank (“NSB” and the “NSB Credit Agreement”), which provides for a $11.0 million five-year term loan (the “NSB Term Loan”) and a $1.0 million one-year revolving credit facility (the “NSB Revolver”).  

 

Outstanding balances under the NSB Term Loan and the NSB Revolver 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 NSB Credit Agreement).  

We are required to make monthly principal and interest payments, both of which are calculated over a seven-year term, with a balloon payment due on April 24, 2023.  Borrowings under the NSB 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 NSB 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 NSB 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 NSB Credit Agreement) of 1.25 and a maximum Leverage Ratio of 3.00.  The NSB 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 NSB Credit Agreement on a pro forma basis. We were in compliance with the financial covenants of the NSB Credit Agreement as of December 31, 2018.

 

Upon execution of the NSB Credit Agreement, we borrowed $11.0 million under the NSB Term Loan and $0.1 million under the NSB Revolver. Borrowings under the NSB Revolver were repaid in full in July 2018 and $1.0 million was available at December 31, 2018 and the filing date of this Annual Report on Form 10-K.

 

Breakaway Term Loan.  In August 2016, we entered into a term loan agreement (the “Breakaway Term Loan Agreement”) for an aggregate principal amount of $10,500,000 (the "Breakaway Term Loan"). In conjunction with the Breakaway Term Loan, we also entered into a warrant agreement (the “Warrant Agreement”), pursuant to which we issued the lenders a six-year warrant to purchase 1,965,780 shares of our common stock (the “Warrants”).

 

On April 24, 2018, we used the proceeds from the NSB Term Loan and the NSB Revolver to repay in full the remaining principal amount under the Breakaway Term Loan, together with accrued but unpaid interest, an early redemption premium and associated legal fees.  In addition, we redeemed the Warrants at $1,333,333.  The early redemption of the Breakaway Term Loan resulted in approximately $1.3 million of loss on extinguishment of debt.

As of December 31, 2018, maturities of our long-term debt obligations are as follows:

 

December 31,

 

Total

 

2019

 

$

1,456,847

 

2020

 

 

1,456,633

 

2121

 

 

1,555,157

 

2022

 

 

1,637,700

 

2023

 

 

4,094,900

 

Total long-term debt

 

 

10,201,237

 

Less:

 

 

 

 

Unamortized debt issuance costs

 

 

(94,562

)

Long-term debt, net

 

$

10,106,675