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Lines of Credit and Long-Term Debt
9 Months Ended
Sep. 30, 2017
Lines of Credit and Long-Term Debt  
Lines of Credit and Long-Term Debt

10.      Lines of Credit and Long-Term Debt

 

(a)    Lines of Credit

 

On July 1, 2016, the Company entered into a Loan and Security Modification Agreement (the "Amended 2015 Revolving Line") with Western Alliance Bank, successor in interest to Bridge Bank, National Association (“Bridge Bank”), whereby the Company’s revolving line of credit, entered into with Bridge Bank in 2015, was amended to increase the Company's borrowing availability to up to $25,000 and extend the maturity date to July 1, 2018. The Company's ability to borrow under the Amended 2015 Revolving Line was based upon a specified borrowing base equal to the Company's trailing four months of monthly recurring revenue, as defined, from eligible recurring revenue contracts, as defined, through March 31, 2017 and based upon the Company's trailing three months of monthly recurring revenue, as defined, from eligible recurring revenue contracts, as defined, thereafter. Interest on the Amended 2015 Revolving Line was also amended to be calculated at a variable rate based upon Western Alliance Bank's prime rate plus 0.5%, with Western Alliance Bank's prime rate having a floor of 3.5%. Financial covenants under the Amended 2015 Revolving Line required that the Company (i) maintain an unrestricted cash and unused availability balance under the Amended 2015 Revolving Line of at least $3,000 at all times (the liquidity covenant), (ii) maintain a minimum EBITDA, as defined, of $2,500 for the quarter ending December 31, 2016 and thereafter, and (iii) maintain a minimum monthly recurring revenue retention rate of at least 90%, measured quarterly.

 

 

On September 6, 2017, in connection with the acquisition of SRx, the Company entered into an Amended and Restated Loan and Security Agreement (the “Amended and Restated 2015 Revolving Line”) whereby the Amended 2015 Revolving Line was amended to extend the maturity date to September 6, 2020, and increase the Company's borrowing availability to up to $40,000 with a $1,000 sublimit for cash management services and letters of credit and foreign exchange transactions. The Company may also request an increase in the Amended and Restated 2015 Revolving Line of up to $10,000 upon the successful syndication of such additional amounts.

 

Interest on the Amended and Restated 2015 Revolving Line was also amended to be calculated at a variable rate based upon Western Alliance Bank's prime rate plus an applicable margin which will range from (0.25%) to 0.25% depending on the Company’s leverage ratio, with Western Alliance Bank's prime rate having a floor of 3.5%. Financial covenants under the Amended and Restated 2015 Revolving Line require that the Company (i) maintain an unrestricted cash and unused availability balance under the Amended and Restated 2015 Revolving Line of at least $3,000 at all times (the liquidity covenant), (ii) maintain a leverage ratio of less than 2.50:1.00, on a trailing twelve-month basis starting with the twelve-month period ending December 31, 2017, measured quarterly, and (iii) maintain a minimum quarterly EBITDA starting with the quarter ending December 31, 2017 and each quarter thereafter, of at least 75% of the plan approved by the Company’s Board of Directors (the “Board”). In addition, the Company may not contract to make capital expenditures, excluding capitalized software development costs and tenant leasehold improvements, greater than $5,000 in any fiscal year without the consent of Western Alliance Bank. As of September 30, 2017, the Company was in compliance with all of the financial covenants related to the Amended and Restated 2015 Revolving Line, and management expects that the Company will be able to maintain compliance with the financial covenants.

 

In September 2015, the Company arranged for Bridge Bank to issue a $500 letter of credit on its behalf in connection with the Company’s lease agreement for the office space in Moorestown, NJ. The letter of credit was issued under the Amended and Restated 2015 Revolving Line. The letter of credit renews annually and expires in September 2027 and reduces amounts available on the line of credit. See Note 16 for additional information.

 

As of September 30, 2017, there was $35,000 outstanding under the Amended and Restated 2015 Revolving Line, and amounts available for borrowings under the Amended and Restated 2015 Revolving Line was $4,500.

 

As of September 30, 2017, the interest rate on the Amended and Restated 2015 Revolving Line was 4.31% and interest expense was $100 for the three and nine months ended September 30, 2017. As of September 30, 2016, the interest rate on the Amended and Restated 2015 Revolving Line was 4.56% and interest expense was $169 and $449 for the three and nine months ended September 30, 2016, respectively. In connection with the Amended and Restated 2015 Revolving Line (and all predecessor agreements prior to the amendment or the amendment and restatement thereof), the Company recorded deferred financing costs of $413. The Company is amortizing the deferred financing costs to interest expense using the effective-interest method over the term of the Amended and Restated 2015 Revolving Line and amortized $16 and $9 to interest expense for the three months ended September 30, 2017 and 2016, respectively, and $40 and $36 to interest expense for the nine months ended September 30, 2017 and 2016, respectively.

 

 

(b)    Capital Lease Obligations

 

The following table represents the total capital lease obligations of the Company at September 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

 

    

September 30, 2017

    

December 31, 2016

 

Capital leases

 

$

1,946

 

$

1,746

 

Less current portion, net

 

 

(927)

 

 

(674)

 

Total capital leases, less current portion, net

 

$

1,019

 

$

1,072

 

 

The Company has entered into leases for certain equipment and software, which are recorded as capital lease obligations. These leases have annual interest rates ranging from 6% to 19%. Interest expense related to the capital leases was $49 and $56 for the three months ended September 30, 2017 and 2016, respectively. Interest expense related to the capital leases was $158 and $148 for the nine months ended September 30, 2017 and 2016, respectively.

 

Amortization of assets held under capital leases is included in depreciation and amortization expense. The net book value of equipment and software acquired under capital lease was $2,213 and $2,364 as of September 30, 2017 and December 31, 2016, respectively, and are reflected in property and equipment on the consolidated balance sheets.

 

(c)    Long-Term Debt Maturities

 

As of September 30, 2017, the Company's long-term debt consisted of capital lease obligations and is payable as follows:

 

 

 

 

 

Total

 

long-term

 

debt

Remainder of 2017

$

293

2018

 

1,065

2019

 

725

2020

 

116

2021

 

 5

 

 

2,204

Less amount representing interest

 

(258)

Present value of payments

 

1,946

Less current portion

 

(927)

Total long-term debt, net of current portion

$

1,019

 

(d)    Other Financing

 

In May 2016, the Company signed a prime vendor agreement with AmerisourceBergen Drug Corporation, which was effective March 2016 and requires a monthly minimum purchase obligation of approximately $1,750. The Company fully expects to meet this requirement. This agreement was subsequently amended and restated effective May 1, 2016 with a three-year term expiring April 2019. As of September 30, 2017 and December 31, 2016, the Company had $3,839 and $3,327, respectively, due to AmerisourceBergen Drug Corporation as a result of prescription drug purchases. Pursuant to the terms of a security agreement entered into in connection with the prime vendor agreement, AmerisourceBergen also holds a subordinated security interest in all of the Company’s assets.