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Note 7 - Long-term Debt, Net
9 Months Ended
Sep. 30, 2019
Notes to Financial Statements  
Debt Disclosure [Text Block]
7.
Long-term debt, net
 
Long-term debt, net, related to the Refinanced Term Loan and Note Payable (as defined below) consisted of the following:
 
   
September 30, 2019
   
December 31, 2018
 
Refinanced Term Loan due 2023 (less unamortized discount of $3,857)
  $
50,612
    $
55,472
 
Note Payable due 2021 (less unamortized discount of $125)
   
2,375
     
 
Long-term debt, net
   
52,987
     
55,472
 
Less: Current portion of long-term debt
   
(6,058
)    
(3,500
)
Long-term debt, net (non-current)
  $
46,929
    $
51,972
 
 
Refinanced Term Loan
 
In connection with the Spin-off of Red Violet, Fluent LLC refinanced and fully repaid the existing term loans (the "Term Loans") and certain promissory notes (the "Promissory Notes"), which had been entered into on
December 8, 2015,
with a new term loan in the amount of
$70.0
million ("Refinanced Term Loan"), pursuant to a Limited Consent and Amendment
No.
6
("Amendment
No.
6"
) to its Credit Agreement (the "Credit Agreement"), effective on
March 26, 2018 (
the "Refinancing").
 
The Refinanced Term Loan is guaranteed by the Company and its direct and indirect subsidiaries, and is secured by substantially all of the assets of the Company and its direct and indirect subsidiaries, including Fluent, LLC, in each case, on an equal and ratable basis. The Refinanced Term Loan accrues interest at the rate of either, at Fluent's option, (a) LIBOR (subject to a floor of
0.50%
) plus
7.00%
per annum, or (b) the base rate (generally equivalent to the U.S. prime rate) plus
6.0%
per annum, payable in cash. Interest under the
 
Refinanced Term Loan is payable monthly. Scheduled principal amortization of the Refinanced Term Loan is
$875
per quarter, commencing with the fiscal quarter ended
September 30, 2018
. The Refinanced Term Loan matures on
March 
26,
2023.
 
On
March 26, 2018,
proceeds from the Refinanced Term Loan were utilized to repay, in full, the outstanding principal amount plus accrued PIK interest of the Term Loans and Promissory Notes of
$55,586
and
$11,425,
respectively. Prepayment premiums and unamortized debt costs associated with the Term Loans of
$2,818
and
$3,136,
respectively, were capitalized in the balance of the Refinanced Term Loan and are being amortized over the remaining period of the Refinanced Term Loan. In addition, refinancing costs paid to
third
parties of
$193
 were recognized in loss on disposal of discontinued operations. See Note
3
,
Discontinued operations
.
 
The Credit Agreement, as amended, requires the Company to maintain and comply with certain financial and other covenants, commencing with the fiscal quarter ended
September 30, 2018
. In addition, the Credit Agreement, as amended, includes certain prepayment provisions, including mandatory quarterly principal prepayments of the Refinanced Term Loan with a portion of the Company's excess cash flow, as defined in the Credit Agreement.
For the
three
months ended
September 30, 2019
, the quarterly prepayment resulting from excess cash flow was
$1,308
. As of
September 30, 2019
, this amount was reclassified to the current portion of long-term debt and will be paid during the
fourth
quarter. At 
September 30, 2019
, the Company was
in
 compliance
with all of the 
financial and
 other covenants under the Credit Agreement.

Note Payable
 
On
July 1, 2019,
in connection with the
AdParlor Acquisition (as defined in
Note
14
,
Business Acquisition),
the Company issued a promissory note (the "Note Payable") in the principal amount of
$2,350,
net of discount of
$150
from imputing interest on the non-interest bearing note using a
4.28%
rate. The promissory note is guaranteed by the Company's subsidiary, Fluent, LLC, will
not
accrue interest except in the case of default, is payable in
two
equal installments on the
first
and
second
anniversaries of the date of closing of the acquisition and is subject to setoff in respect of certain indemnity and other matters.
 
Maturities
 
As of
September 30, 2019
, scheduled future maturities of the Refinanced Term Loan and Note Payable, including the required principal prepayment based on a portion of the Company's quarterly excess cash flow
of
$1,308
 for the
third
quarter of
2019
and excluding potential future additional principal prepayments, are as follows:
 
Year
     
 
Remainder of 2019
  $
3,433
 
2020
   
4,750
 
2021
   
3,500
 
2022
   
3,500
 
2023
   
41,786
 
Total maturities
  $
56,969
 
 
Fair value
 
As of
September 30, 2019
, the fair value of long-term debt is considered to approximate its carrying value. The fair value assessment represents a Level
2
measurement.