Annual report pursuant to Section 13 and 15(d)

Debt

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Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt

8. Debt

 

SVB — During October 2017, the Company opened a revolving line of credit from SVB under a three-year agreement which replaced the previous credit facility from Opus. The SVB credit facility is a secured revolving line of credit where borrowings are based on a formula of 200% of repeatable revenue adjusted by an annualized attrition rate as defined in the credit agreement. During the third quarter of 2018, the credit line was increased from $5 million to $10 million and the term was extended for an additional year. As of December 31, 2018 and 2017, there were no borrowings under the credit facility. Interest on the SVB revolving line of credit is charged at the prime rate plus 1.50%. There is also a fee of one-half of 1% annually for the unused portion of the credit line. The debt is secured by all of the Company’s domestic assets and 65% of the shares in its offshore subsidiaries. Future acquisitions are subject to approval by SVB.

 

In connection with the original SVB debt agreement, the Company paid SVB approximately $50,000 of fees upfront and issued warrants for SVB to purchase 125,000 shares of its common stock, and committed to pay an annual anniversary fee of $50,000 a year. Based on the terms in the original SVB credit agreement, these warrants have a strike price equal to $3.92. They have a five-year exercise window and net exercise rights, and were valued at $3.12 per warrant. As a result of the revision in the SVB credit line, which increased the credit line from $5 million to $10 million and reduced the interest rate by 25 basis points, the Company paid approximately $50,000 of fees upfront and issued an additional 28,489 warrants, with a strike price equal to $5.26, a five-year exercise window and net exercise rights. The additional warrants were valued at $3.58 per warrant. The SVB credit agreement contains various covenants and conditions governing the revolving line of credit. These covenants include a minimum level of adjusted EBITDA and a minimum liquidity ratio. At December 31, 2018, the Company was in compliance with all covenants.

 

Opus — On September 2, 2015, the Company entered into a credit agreement with Opus. Opus extended a credit facility totaling $10 million to the Company, consisting of $8 million of term loans and a $2 million revolving line of credit. The Company’s obligations to Opus were secured by substantially all of the Company’s domestic assets and 65% of the shares in its offshore subsidiaries. During October 2017, the Opus credit facility was fully paid and replaced with the SVB facility.

 

Interest expense in the consolidated statements of operations for the year ended December 31, 2017 includes $463,000 of deferred financing costs which were written off as a result of the termination of the Opus credit agreement.

 

Prudential Deferred Purchase Price — During 2017, the entire amount due to Prudential of $5 million in connection with the purchase of MediGain was paid, including $270,000 of accrued interest, which fully satisfied the amount owed.

 

Vehicle Financing Notes — The Company financed certain vehicle purchases both in the United States and in Pakistan. The vehicle financing notes have three to six year terms and were issued at current market rates.

 

Insurance Financing — The Company finances certain insurance purchases over the term of the policy life. The interest rate charged is 5.87%.

 

Payable to Managed Practices — As a result of the Orion acquisition, the Company assumed a payable to the managed practices of $236,000, which is non-interest bearing.

 

Maturities of the outstanding notes payable and other obligations as of December 31, 2018 are as follows:

 

Years ending December 31     Vehicle Financing Notes     Insurance Financing    

Payable to

Managed

Practices

    Total  
2019     $ 71,750     $ 122,026     $ 84,000     $ 277,776  
2020       65,475       -       84,000       149,475  
2021       29,413       -       26,000       55,413  
2022       12,857       -       -       12,857  
2023       4,655       -       -       4,655  
Total     $ 184,150     $ 122,026     $ 194,000     $ 500,176