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Loan Agreement and Prior Term Loan Agreement
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Loan Agreement and Prior Term Loan Agreement

9. Loan Agreement and Prior Term Loan Agreement

On May 9, 2016, the Company entered into a Senior Secured Credit Facilities Credit Agreement for a term loan (the “Term Loan Agreement”). Under the Term Loan Agreement, the Company borrowed and received $50.0 million in aggregate principal amount pursuant to a five-year term loan (the “Term Loan”). The borrowings under the Term Loan Agreement are secured by a lien on substantially all of the assets of the Company, including a pledge of the stock of certain of its wholly-owned subsidiaries.

On June 22, 2017, the Company entered into a First Amendment to the Term Loan Agreement (the “First Amendment”). The First Amendment amended the existing Term Loan Agreement by, among other things, modifying the consolidated leverage ratio covenant and the liquidity requirement related to capital stock repurchases. Upon effectiveness of the First Amendment, the Company’s total consolidated leverage ratio (calculated in accordance with the Term Loan Agreement) could not be greater than 2.50 to 1.00 until the quarter ending March 31, 2018, with stepdowns thereafter to a maximum ratio of 1.50 to 1.00 for quarters ending on or after March 31, 2020. In addition, the minimum liquidity requirement (calculated in accordance with the Term Loan Agreement) with respect to any capital stock repurchased using borrowings under the Term Loan Agreement was increased from $10.0 million to $15.0 million.

Interest expense under the Term Loan Agreement was $1.4 million in 2018 and 2017, respectively, which includes non-cash interest expense of $0.3 million and $0.1 million in 2018 and 2017, respectively, related to the amortization of deferred issuance costs.  At the Company’s option, the Term Loan Agreement bore interest at either an annual rate of 1.50% plus the higher of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, or the London Interbank Offered Rate (“LIBOR”) plus 2.50%. During 2018, the Company made principal payments totaling $32.5 million. During 2017, the Company made principal payments totaling $6.3 million. On December 24, 2018 the company paid off the remaining balance of the Term Loan.

On December 24, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Western Alliance Bank (“Western Alliance”) as the lender. The Loan Agreement provides for a $25 million term loan facility with a maturity date of December 10, 2023 (the “Loan Agreement”).

The borrowings under the Loan Agreement are secured by a lien on substantially all of the assets of the Company, including a pledge of the stock of certain of its wholly-owned subsidiaries (limited, in the case of the stock of certain foreign subsidiaries of the Company, to no more than 65% of the capital stock of such subsidiaries). The Loan agreement must be repaid quarterly, with applicable interest paid monthly, in the following manner: 1.25% of the initial aggregate borrowings are due and payable each quarter for the first two loan years, 1.88% of the initial aggregate borrowings are due and payable each quarter for the third loan year, and 2.50% of the initial aggregate borrowings are due and payable each quarter for the fourth and fifth loan years. At maturity, all outstanding amounts, including unpaid principal and accrued and unpaid interest, under the Loan Agreement will be due and payable.

The borrowings are subject to a leverage ratio, measured quarterly. The Loan Agreement also requires the Company to make representations and warranties and to comply with certain other covenants and agreements that are customary in loan agreements of this type.

The Loan Agreement will bear interest, on the outstanding daily balance thereof, at a floating per annum rate equal to one and three-eighths percent (1.375%) above the greater of (a) the one (1) month U.S. LIBOR rate reported in The Wall Street Journal as of such date or (b) two percent (2.00%).  

The Loan Agreement required the Company to pay a one-time non-refundable facility fee of $25,000 on the closing date. 

The Loan Agreement may be prepaid by the Company at its option without penalty, provided the Company complies with the notice provision of the document. The Loan Agreement also contains customary events of default, subject to grace periods in certain cases, which may cause repayment of the Term Loan to be accelerated.

Expected future installment payments on the principal by year and amounts included in the Company’s Consolidated Balance Sheet as of December 31, 2018 related to the Loan Agreement are as follows:

 

Years Ending December 31:

 

 

 

 

2019

 

$

1,250

 

2020

 

 

1,250

 

2021

 

 

1,875

 

2022

 

 

2,500

 

2023

 

 

18,125

 

Total principal on loan agreement

 

 

25,000

 

Unamortized debt issuance costs

 

 

(45

)

Carrying amount of loan agreement

 

 

24,955

 

Less: current portion of loan agreement, net of $9 in unamortized

   debt issuance costs

 

 

(1,241

)

Long-term portion of loan agreement, net of $36 in unamortized

   debt issuance costs

 

$

23,714

 

 

At December 31, 2018, the Company was in compliance with all covenants under the Loan Agreement.