Long-Term Debt

3 Months Ended

Mar. 31, 2019

(5)

Long-Term Debt

Long-term debt is comprised of the following:

	December 31, 2018			March 31, 2019
Term loan	$	252,000,000		$	249,500,000
Revolving credit facility		—			—
		252,000,000			249,500,000
Less unamortized debt issuance costs		(9,223,480	)		(8,739,497	)
		242,776,520			240,760,503
Less current installments		—			—
	$	242,776,520		$	240,760,503

As of March 31, 2019, the credit facility consisted of a term loan with a remaining balance of $249.5 million and a revolving credit facility with a maximum commitment of $20.0 million. As of March 31, 2019, the Company had $20.0 million in available commitments under its revolving credit facility. At the Company’s option, the credit facility may bear interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus a margin of 4.0% or (ii) the base rate plus a margin of 3.0%. The LIBOR interest rate for the term loan is subject to a 1%

floor and the base rate is subject to a 2% floor. Interest payments are, for loans based on LIBOR, due at the end of each applicable interest period unless the interest period is longer than three months, in which case they are due at the end of each three month period. Interest payments for loans based on the base rate are due quarterly. The revolving credit facility carried interest, based on LIBOR, at

6.5% as of March 31, 2019 and matures on November 17, 2022. The term loan carried interest, based on LIBOR, at 6.5% as of March 31, 2019 and matures on November 1, 2023.

As of December 31, 2018, the credit facility consisted of a term loan with a remaining balance of $252.0 million and a revolving credit facility with a maximum commitment of $20.0 million. The revolving credit facility and term loan carried interest, based on LIBOR, at 6.5% as of December 31, 2018.

The credit agreement requires mandatory prepayments equal to 50% of Excess Cash Flow (as defined in the credit agreement) when the Company’s Total Leverage Ratio (as defined in the credit agreement) is greater than 3.5x; mandatory prepayments equal to 25% of Excess Cash Flow when the Total Leverage Ratio is less than or equal to 3.5x but greater than 3.0x; and no mandatory prepayments when the Total Leverage Ratio is less than or equal to 3.0x. Mandatory prepayments of Excess Cash Flow are due 95 days after year end. The credit agreement also requires mandatory prepayments for defined amounts from net proceeds of asset sales, net insurance proceeds, and net proceeds of debt issuances.

The credit agreement requires the Company to comply with certain financial covenants which are defined in the credit agreement. These financial covenants include a First Lien Leverage Ratio that will be tested at the end of each quarter. For the period from March 31, 2019 through December 31, 2019, the maximum First Lien Leverage Ratio is 5.75x. The maximum First Lien Leverage Ratio is 5.25x for March 31, 2020 and thereafter.

The credit facility is secured by substantially all assets of the Company and its subsidiaries and is guaranteed jointly and severally by the Company and its subsidiaries. If the Company defaults under the terms of the credit agreement, the Company and its subsidiaries may be required to perform under their guarantees. As of March 31, 2019, the maximum amount of undiscounted payments the Company and its applicable subsidiaries would have been required to make in the event of default was $249.5 million. The guarantees for the credit facility expire on November 17, 2022 for the revolving credit facility and on November 1, 2023 for the

term loan facility

Failure to comply with financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of the credit agreement could result in the acceleration of the maturity of the Company’s outstanding debt, which could have a material adverse effect on the Company’s business or results of operations. As of March 31, 2019, the Company was in compliance with all applicable financial covenants under the credit agreement.

The

aggregate scheduled principal repayments of the credit facility for the remainder of 2019 and the next four years are as follows:

2019	$	—
2020		—
2021		—
2022		2,285,270
2023		247,214,730
Total	$	249,500,000