NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

3 Months Ended

Mar. 31, 2021

NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract]

NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

9. NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

Amounts outstanding under the Amended Credit Agreement (as defined below) and notes payable as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands):

	March 31, 2021			December 31, 2020
Credit Agreement average effective interest rate of 3.0% and 2.6% in 2021 and 2020, respectively (inclusive of unused fee)	$	16,000		$	16,000
Various notes payable with $5,079 plus accrued interest due in the next year, interest accrues in the range of 3.25% through 5.50% per annum		5,650			5,495
	$	21,650		$	21,495
Less current portion		(5,079	)		(4,899	)
Long term portion	$	16,571		$	16,596

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 and/or restated in August 2015, January 2016, March 2017, November 2017 and January 2021 (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 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 of 0.3% of the amount of funds outstanding under the Amended Credit Agreement.

The January 2021 amendment to the Amended Credit Agreement allows the cash and noncash consideration that the Company could pay with respect to acquisitions permitted under the Amended Credit Agreement to $50,000,000 for any fiscal year, and the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $50,000,000 in any fiscal year. The commitment remains at $125 million, however the accordion feature in the agreement was expanded to provide for capacity up to $150 million, and has a maturity date of November 30, 2025. The Amended Credit Agreement is unsecured and includes certain financial covenants which include a consolidated fixed charge coverage ratio and a consolidated leverage ratio, as defined in the agreement.

As of March 31, 2021, $16.0 million was outstanding on the Amended Credit Agreement, resulting in $109.0 million of availability. As of March 31, 2021, 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 generally enters into various notes payable as a means of financing a portion of its acquisitions and purchasing of non-controlling interests. In conjunction with these transactions in 2020 and 2021, the Company entered into notes payable in the aggregate amount of $1.4 million of which an aggregate principal payment of $0.5 million is due in 2021, $0.6 million is due in 2022 and $0.3 million is due in 2023. Interest accrues in the range of 3.25% to 5.50% per annum and is payable with each principal installment. The balance of the various notes payable entered into prior to 2020 was $4.4 million which will be paid in 2021.

Subsequent aggregate annual payments of principal required pursuant to the Amended Credit Agreement and outstanding notes payable at March 31, 2021 are as follows (in thousands):

During the twelve months ended March 31, 2022	$	5,079
During the twelve months ended March 31, 2023		571
During the twelve months ended March 31, 2026		16,000
	$	21,650

The outstanding amounts under the Amended Credit Agreement facility (balance at March 31, 2021 of $16.0 million) mature on November 30, 2025.