NOTES PAYABLE AND CREDIT AGREEMENT

6 Months Ended

Jun. 30, 2015

NOTES PAYABLE AND CREDIT AGREEMENT [Abstract]

9. NOTES PAYABLE AND CREDIT AGREEMENT

Amounts outstanding under the Credit Agreement and notes payable as of June 30, 2015 and December 31, 2014 consisted of the following (in thousands):

	June 30, 2015			December 31, 2014
Credit Agreement average effective interest rate of 2.3% inclusive of unused fee	$	41,000		$	34,500
Various notes payable with $800 plus accrued interest due in the next year, interest accrues at 3.25% per annum		1,859			1,117
Payments/Long term debt, Total		42,859			35,617
Less current portion		(800	)		(883	)
	$	42,059		$	34,734

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 with a maturity date of November 30, 2018 (“Credit Agreement”). The 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 Credit Agreement may be used for working capital, acquisitions, purchases of the Company’s common stock, dividend payments to the Company’s common shareholders, capital expenditures and other corporate purposes. The pricing grid is based on the Company’s consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.5% to 2.5% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Credit Agreement include an unused commitment fee ranging from 0.1% to 0.25% depending on the Company’s consolidated leverage ratio and the amount of funds outstanding under the Credit Agreement.

On June 30, 2015, $41.0 million was outstanding on the Credit Agreement resulting in $84.0 million of availability. As of June 30, 2015, the Company was in compliance with all of the covenants thereunder.

The Company generally enters into various notes payable as a means of financing a portion of its acquisitions. In conjunction with the acquisitions in 2015, the Company entered into notes payable in the aggregate amount of $1,350,000, payable in two equal annual installments totaling $325,000 plus any accrued and unpaid interest in 2016 and 2017 and $700,000 plus any accrued and unpaid interest in 2018. Interest accrues at 3.25% per annum. In conjunction with the acquisition in 2014 and the purchase of a non-controlling interest, the Company entered into notes payable in the aggregate amount of $466,172, each payable in two equal annual installments totaling an aggregate of $233,086 plus any accrued and unpaid interest. Interest accrues at 3.25% per annum, subject to adjustment. The balance of the notes payable entered into in 2014 was $258,133 as of June 30, 2015. The remaining balance of $250,000 relates to various notes payable due to acquisitions in 2013.

Aggregate annual payments of principal required pursuant to the Credit Agreement and the above notes payable subsequent to June 30, 2015 are as follows (in thousands):

During the twelve months ended June 30, 2016	$	800
During the twelve months ended June 30, 2017		359
During the twelve months ended June 30, 2018		700
During the twelve months ended June 30, 2019		41,000
Total	$	42,859