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NOTES PAYABLE AND AMENDED CREDIT AGREEMENT | 9 Months Ended
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Sep. 30, 2019
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 and notes payable as of September 30, 2019 and December 31, 2018 consisted of the following (in thousands):
|  | September 30, 2019 |  |  | December 31, 2018 |
Credit Agreement average effective interest rate of 4.03% inclusive of unused fee |  | $ | 51,000 |  |  | $ | 38,000 |
Various notes payable with $718 plus accrued interest due in the next year, interest accrues in the range of 3.75% through 5.50% per annum |  |  | 5,010 |  |  |  | 1,836 |
|  | $ | 56,010 |  |  | $ | 39,836 |
Less current portion |  |  | (718 | ) |  |  | (1,434 | )
Long term portion |  | $ | 55,292 |  |  | $ | 38,402 |
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 September 30, 2019, $51.0 million was outstanding on the Amended Credit Agreement resulting in $74.0 million of availability. As of September 30, 2019 and the date of this report, 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 and purchases of non-controlling interests. In conjunction with the acquisition on September 30, 2019, the Company entered into a note payable in the amount of $300,000 payable in two equal principal installments due in September 2020 and September 2021 plus accrued interest. Interest accrues at the rate of 5.00% per annum. In conjunction with the acquisition on April 12, 2019, the Company entered into a note payable in the amount of $4,000,000 payable in April 2021 plus accrued interest. Interest accrues at the rate of 5.50% per annum. In March 4, 2019, in conjunction with the purchase of a redeemable non-controlling interest, the Company entered into a note payable in the amount of $228,120 that is payable in two principal installments of $114,080 each, plus accrued interest, in March 2020 and 2021. In conjunction with the acquisition of the four clinic practices on August 31, 2018, the Company entered into a note payable in the amount of $400,000 that is payable in two principal installments of $200,000 each, plus accrued interest. The first installment of principal and accrued interest was paid in August 2019 and the second installment of principal and accrued interest remains payable in August 2020. Interest accrues at the rate of 5.00% per annum. In conjunction with the acquisition of the industrial injury prevention business on April 30, 2018, the Company entered into a note payable in the amount of $400,000 that is payable in two principal installments of $200,000 each, plus accrued interest. The first installment was paid in April 2019 and the second is due in April 2020. Interest accrues at the rate of 4.75% per annum. In conjunction with the acquisition of the two clinic practices on February 28, 2018, the Company entered into a note payable in the amount of $150,000, which was paid in August 2019. Interest accrued at the rate of 4.5% per annum. Subsequent aggregate annual payments of principal required pursuant to the Amended Credit Agreement and outstanding notes payable at September 30, 2019 are as follows (in thousands):
During the twelve months ended September 30, 2020 |  | $ | 718 |
During the twelve months ended September 30, 2021 |  |  | 4,292 |
During the twelve months ended September 30, 2022 |  |  | 51,000 |
|  | $ | 56,010 |
The revolving credit facility (balance at September 30, 2019 of $51.0 million) matures on November 30, 2021.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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