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NOTES PAYABLE | 6 Months Ended
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Jun. 30, 2019
Debt Disclosure [Abstract] |
Notes Payable | NOTES PAYABLE The following table summarizes our outstanding debt as of the dates indicated:
| Maturity |  | Stated Interest Rate |  | Balance as of June 30, 2019 |  | Balance as of December 31, 2018
Subordinated Notes Payable- acquisitions | 10/1/2019 – 7/1/2021 |  | 2.00% - 3.00% |  |  | $ | 8,719 |  |  | $ | 10,964 |
Term Loan – Wells Fargo Syndicate Partner | 5/25/2022 |  | 10.74 | % |  | 55,824 |  |  | 52,106 |
Term Loan - Wells Fargo | 5/25/2022 |  | 5.74 | % |  | 55,824 |  |  | 52,106 |
Total Notes Payable |  |  |  |  | 120,367 |  |  | 115,176 |
Short-term notes payable |  |  |  |  | 5,049 |  |  | 5,864 |
Long-term notes payable |  |  |  |  | $ | 115,318 |  |  | $ | 109,312 |
The following table summarizes the debt issuance costs as of the dates indicated:
Notes Payable | Gross Notes Payable at June 30, 2019 |  | Debt Issuance Costs and Debt Discount |  | Net Notes Payable at June 30, 2019
Notes payable, current portion | $ | 5,049 |  |  | $ | (1,223 | ) |  | $ | 3,826 |
Notes payable, net of current portion | 115,318 |  |  | (2,476 | ) |  | 112,842 |
Total Notes Payable | $ | 120,367 |  |  | $ | (3,699 | ) |  | $ | 116,668 |
Notes Payable | Gross Notes Payable at December 31, 2018 |  | Debt Issuance Costs and Debt Discount |  | Net Notes Payable at December 31, 2018
Notes payable, current portion | $ | 5,864 |  |  | $ | (1,131 | ) |  | $ | 4,733 |
Notes payable, net of current portion | 109,312 |  |  | (2,083 | ) |  | 107,229 |
Total Notes Payable | $ | 115,176 |  |  | $ | (3,214 | ) |  | $ | 111,962 |
The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2019:
Year Ended | Gross Amount
December 31, 2019 (July to December) | $ | 1,317 |
December 31, 2020 | 5,232 |
December 31, 2021 | 10,081 |
December 31, 2022 | 103,737 |
Gross Notes Payable | $ | 120,367 |
Term Loan - Wells Fargo In March 2018, we entered into a second amended and restated credit agreement (the “Second Restated Credit Agreement”) with Wells Fargo, and the lenders that are parties thereto, amending and restating the terms of the Amended and Restated Credit Agreement dated as of May 2017, which had previously amended and restated our credit agreement from March 2014. The Second Restated Credit Agreement contains customary events of default, including, among others, payment defaults, covenant defaults, judgment defaults, bankruptcy and insolvency events, cross defaults to certain indebtedness, incorrect representations or warranties, and change of control. In some cases, the defaults are subject to customary notice and grace period provisions. We and our wholly-owned active subsidiaries are also parties to a Guaranty and Security Agreement with Wells Fargo Bank in connection with the our Second Restated Credit Agreement (and earlier versions of the credit agreement). Under the Guaranty and Security Agreement, we and each of our wholly-owned active subsidiaries have guaranteed all obligations under the Credit Agreement and granted a security interest in substantially all of our and our subsidiaries’ assets. The Second Restated Credit Agreement provides for a total of $175,000 in available financing consisting of (a) $105,000 in the aggregate principal amount of term loans; (b) a $5,000 line of credit; (c) a $25,000 delayed draw term loan commitment for the financing of permitted acquisitions; and (d) a $40,000 accordion. Financing under the delayed draw term loan commitment and accordion are subject to certain conditions as described in the Second Restated Credit Agreement. The Second Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows:
Leverage Ratio | First Out Revolver Base Rate Margin | First Out Revolver LIBOR Rate Margin | First Out TL Base Rate Margin | First Out TL LIBOR Rate Margin | Last Out Base Rate Margin | Last Out LIBOR Rate Margin
≤ 3.25:1 | 4.25 percentage points | 5.25 percentage points | 1.75 percentage points | 2.75 percentage points | 6.75 percentage points | 7.75 percentage points
> 3.25:1 | 4.75 percentage points | 5.75 percentage points | 2.25 percentage points | 3.25 percentage points | 7.25 percentage points | 8.25 percentage points
The outstanding principal amount of the term loans is payable as follows:
• | $263 beginning on June 30, 2018 and the last day of each fiscal quarter thereafter up to March 31, 2020, plus an additional amount equal to 0.25% of the principal amount of all delayed draw term loans;
• | $656 beginning on June 30, 2020 and the last day of each fiscal quarter thereafter up to March 31, 2021, plus an additional amount equal to 0.625% of the principal amount of all delayed draw term loans; and
• | $1,313 beginning on June 30, 2021 and the last day of each fiscal quarter thereafter, plus an additional amount equal to 1.25% of the principal amount of all delayed draw term loans.
The Second Restated Credit Agreement also:
• | amended our leverage ratio covenant;
• | amended our fixed charge coverage ratio to be not less than 1.25:1 at March 31, 2018 and each quarter-end thereafter; and
• | removed the TTM recurring revenue covenant.
In January 2019, we entered into a Consent and Amendment No. 2 to the Second Restated Credit Agreement (the “Consent and Amendment No. 2”), with Wells Fargo Bank, National Association and Goldman Sachs Specialty Lending Holdings, Inc. Under the terms and conditions of the Consent and Amendment No. 2, the agent and required lenders consented to our acquisition of Payroll Maxx LLC as a “permitted acquisition” and we borrowed a delayed draw term loan in the aggregate amount of $8,000. The Consent and Amendment No. 2 also amends, among other things, our leverage ratio covenant to increase the maximum ratio to 6.00:1 at March 31, 2019, June 30, 2019 and September 30, 2019 and then stepping down each quarter-end thereafter through December 31, 2020. As of June 30, 2019 and December 31, 2018, $4,000 and $0 was outstanding and $1,000 and $5,000, respectively, was available for borrowing under the revolver. As of June 30, 2019, we were in compliance with all financial covenants and all payments remain current. We expect to be in compliance with our debt agreements and related covenants over the next twelve months.

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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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