NOTE 14 - SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2015

NOTE 14 - SUBSEQUENT EVENTS

Through the stock and asset purchases described below, we have entered into the human resource management, payroll processing and benefits administration services businesses, which we intend to integrate into our existing AsureForce® product line.

Stock Purchase Agreement

In March 2016, we acquired all of the issued and outstanding shares of common stock (the “Shares”) of Mangrove Employer Services, Inc. of Tampa, Florida (“Mangrove”). Pursuant to this stock purchase, we acquired the payroll division of Mangrove, which is engaged in the human resource management and payroll processing businesses. The aggregate consideration for the Shares consisted of (i) $11,348,000 in cash, a portion of which was used to pay certain obligations of Mangrove and (ii) a secured subordinated promissory note (the “Note”) in the principal amount of $6.0 million, subject to adjustment as provided in the Stock Purchase Agreement. We funded the cash payment with proceeds from our credit agreement with Wells Fargo. The Note bears interest at an annual rate of 3.50% and matures in March 2018, with the first installment of principal due in March 2017 and the second installment of principal due in March 2018. The Stock Purchase Agreement contains certain customary representations, warranties, indemnities and covenants.

Asset Purchase Agreement

In March 2016, we also acquired substantially all the assets of Mangrove COBRAsource Inc., a benefits administration services business which then was a wholly owned subsidiary of Mangrove. The aggregate consideration for the assets was $1,036,000, which Mangrove COBRAsource applied to payoff certain loan balances. The Asset Purchase Agreement contains certain customary representations, warranties, indemnities and covenants.

Amendment to Credit Agreement

We amended our Credit Agreement in March 2016. Under this amendment, we expanded our overall credit facility by $12,500 to $29,188. This includes a $26,188 term facility which is due March 21, 2019 and a $3,000 revolving credit facility. The amendment also changed the applicable margin rates for determining the interest rate payable on the loan as follows:

Total Leverage Ratio	Base Rate Margin			LIBOR Rate Margin
≤ 2.75:1		3.50	%		4.50	%
> 2.75:1 but ≤ 3.25:1		4.00	%		5.00	%
≥ 3.25:1		4.50	%		5.50	%

The outstanding principal amount of the term loan is payable as follows:

· $491 on June 30, 2016 and the last day of each fiscal quarter thereafter up to March 31, 2017; and

· $655 on June 30, 2017 and the last day of each fiscal quarter thereafter.

Including the March 2016 amendment, the following table summarizes the maximum future principal payments related to our outstanding debt:

Year Ended	Gross Amount
December 31, 2016	$	1,473
December 31, 2017		2,455
December 31, 2018		2,619
December 31, 2019		22,641
Gross Notes Payable	$	29,188

The amendment also changed our leverage ratio requirements under the Credit Agreement. We have now agreed to a leverage ratio not to exceed 5.00:1 at March 31, 2016, stepping down to 2.25:1 at December 31, 2018.