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Lines of Credit and Long-Term Debt
9 Months Ended
Sep. 30, 2018
Lines of Credit and Long-Term Debt  
Lines of Credit and Long-Term Debt

11.      Lines of Credit and Long-Term Debt

 

(a)    Lines of Credit

 

On September 6, 2017, in connection with the acquisition of SRx, the Company entered into the Amended and Restated 2015 Revolving Line whereby the Company’s revolving line of credit, entered into with Bridge Bank (now Western Alliance Bank) in 2015, was amended and restated to, among other modifications, 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, 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. In connection with the acquisitions of Peak PACE and Mediture, the Company has further amended the Amended and Restated 2015 Revolving Line in May 2018 and August 2018 to incorporate the Peak PACE business and Mediture into the agreement.

 

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 ended December 31, 2017, measured quarterly, and (iii) maintain a minimum quarterly EBITDA starting with the quarter ended 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, 2018, the Company was in compliance with all covenants related to the Amended and Restated 2015 Revolving Line, and management expects that the Company will be able to maintain compliance with its 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. During the fourth quarter of 2017, the letter of credit was amended and reduced to $400. During the fourth quarter of 2018, the letter of credit was further amended and reduced to $300. The letter of credit renews annually and expires in September 2027 and reduces amounts available under the Amended and Restated 2015 Revolving Line.

 

As of September 30, 2018,  $26,500 was outstanding under the Amended and Restated 2015 Revolving Line. Amounts available for borrowings under the Amended and Restated 2015 Revolving Line were $13,100 as of September 30, 2018.

 

As of September 30, 2018, the interest rate on the Amended and Restated 2015 Revolving Line was 5.32% and interest expense was $185 and $252 for the three and nine months ended September 30, 2018,  respectively. As of September 30, 2017, the interest rate on the Amended and Restated 2015 Revolving Line was 4.31%.  Interest expense was $100 for the three and nine months September 30, 2017. 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 $463. 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 $25 and $16 to interest expense for the three months ended September 30, 2018 and 2017, respectively, and $66 and $40 to interest expense for the nine months ended September 30, 2018 and 2017, respectively.

 

(b)    Capital Lease Obligations

 

The following table represents the total capital lease obligations of the Company at September 30, 2018 and December 31, 2017:

 

 

 

 

 

 

 

 

 

    

September 30, 2018

    

December 31, 2017

Capital leases

 

$

1,368

 

$

1,705

Less current portion, net

 

 

(1,028)

 

 

(921)

Total capital leases, less current portion, net

 

$

340

 

$

784

 

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 4% to 14%. Interest expense related to the capital leases was $27 and $49 for the three months ended September 30, 2018 and 2017, respectively. Interest expense related to the capital leases was $97 and $158 for the nine months ended September 30, 2018 and 2017, 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 leases was $1,341 and $1,918 as of September 30, 2018 and December 31, 2017, respectively, and is reflected in property and equipment on the consolidated balance sheets.

 

(c)    Long-Term Debt Maturities

 

As of September 30, 2018, the Company's long-term debt consisted of capital lease obligations and is payable as follows:

 

 

 

 

 

Total

 

long-term

 

debt

Remainder of 2018

$

294

2019

 

987

2020

 

150

2021

 

 4

 

 

1,435

Less amount representing interest

 

(67)

Present value of payments

 

1,368

Less current portion

 

(1,028)

Total long-term debt, net of current portion

$

340

 

(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, 2018 and December 31, 2017, the Company had $4,370 and $4,055, 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.