NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

6 Months Ended

Jun. 30, 2020

NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract]

NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

10. NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

Amounts outstanding under the Amended Credit Agreement (as defined below) and notes payable as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands):

	June 30, 2020			December 31, 2019
Credit Agreement average effective interest rate of 2.3% inclusive of unused fee	$	33,000		$	46,000
Various notes payable with $4,635 plus accrued interest due in the next year, interest accrues in the range of 3.25% through 5.50% per annum		5,320			5,089
	$	38,320		$	51,089
Less current portion		(4,635	)		(728	)
Long term portion	$	33,685		$	50,361

Effective December 5, 2013, the Company entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility. This agreement was amended in August 2015, January 2016, March 2017 and November 2017 (hereafter referred to as “Amended Credit Agreement”). The Amended Credit Agreement is unsecured and has loan covenants, including requirements that the Company comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Proceeds from the Amended Credit Agreement may be used for working capital, acquisitions, purchases of the Company’s common stock, dividend payments to the Company’s common stockholders, capital expenditures and other corporate purposes. The pricing grid which is based on the Company’s consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.25% to 2.0% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Amended Credit Agreement include an unused commitment fee ranging from 0.25% to 0.3% depending on the Company’s consolidated leverage ratio and the amount of funds outstanding under the Amended Credit Agreement.

The January 2016 amendment to the Amended Credit Agreement increased the cash and noncash consideration that the Company could pay with respect to acquisitions permitted under the Amended Credit Agreement to $50.0 million for any fiscal year, and increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $10.0 million in any fiscal year.  The March 2017 amendment, among other items, increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $15.0 million in any fiscal year. The November 2017 amendment, among other items, adjusted the pricing grid as described above, increased the aggregate amount the Company may pay in cash dividends to its shareholders to an amount not to exceed $20.0 million and extended the maturity date to November 30, 2021.

On June 30, 2020, $33.0 million was outstanding on the Amended Credit Agreement resulting in $92.0 million of availability. As of June 30, 2020, the Company was in compliance with all of the covenants contained in the Amended Credit Agreement. Given the uncertainty inherent in operating results due to the COVID-19 pandemic, the Company continues to closely monitor covenant compliance. The Company will engage as required in discussions with its lender regarding an amendment to the facility so as to maintain compliance with all covenants.

The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchases of non-controlling interests. In conjunction with the acquisitions on February 27, 2020, the Company entered into a note payable in the amount of $300,000 payable in February 2022 plus accrued interest. During the quarter ended June 30, 2020, the Company entered into various notes payable as a means of financing a portion of its acquisition of partner’s non-controlling interest in the amount of $0.2 million. Interest accrues at the rate of 4.75% per annum. In conjunction with the 2019 acquisitions, the Company entered into notes payable in the aggregate amount of $4.8 million of which an aggregate principal payment of $4.6 million is due in 2021 and $0.2 million is due in 2022. Interest accrues in the range of 3.25% to 5.50% per annum and is payable with each principal installment.

Subsequent aggregate annual payments of principal required pursuant to the Amended Credit Agreement and outstanding notes payable at June 30, 2020 are as follows (in thousands):

During the twelve months ended June 30, 2021	$	4,635
During the twelve months ended June 30, 2022		33,642
During the twelve months ended June 30, 2023		43
	$	38,320

The outstanding amounts under the Amended Credit Agreement facility (balance at June 30, 2020 of $33.0 million) mature on November 30, 2021.