Debt

On April 15, 2019, the Company sold $80.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2024 (the "2024 notes"). The 2024 notes were sold pursuant to an indenture, dated April 15, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (“Trustee”), referred to herein as the “2024 Indenture.” The 2024 notes are senior, unsecured obligations of the Company. The 2024 notes pay interest at a rate equal to 4.500% per year. Beginning October 15, 2019, interest on the 2024 notes is payable semiannually in arrears on April 15 and October 15 of each year. Interest accrues on the 2024 notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 15, 2019. Unless earlier converted, redeemed or repurchased, the 2024 notes mature on April 15, 2024.

The implied estimated effective rate of the liability component of the 2024 notes is 10.24%.

The 2024 notes are convertible into Company common stock at an initial conversion rate of 35.0217 shares per $1,000 principal amount of 2024 notes, subject to adjustment upon certain events.

The 2024 notes are convertible, in whole or in part, at the option of the holder, at any time prior to the close of business on the business day immediately preceding October 15, 2023, but only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on such trading day; (2) during the five consecutive business day period immediately after any five consecutive trading day period (the ‘‘measurement period’’) in which the trading price per $1,000 principal amount of the 2024 notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (3) upon the occurrence of certain specified corporate events, including fundamental changes (as described in the Indenture); or (4) if the Company calls the 2024 notes for redemption.

In addition, regardless of the foregoing circumstances, holders may convert their 2024 notes at any time on or after October 15, 2023 until the close of business on the second business day immediately preceding the maturity date of the 2024 notes. Upon conversion, the Company may elect to settle by paying or delivering either solely cash, shares of Company common stock or a combination of cash and shares of common stock.

In accordance with ASC 470-20, the initial measurement of the 2024 Notes at fair value resulted in a liability of $62.4 million, as such, the calculated discount resulted in an implied value of the convertible feature recognized in Capital in excess of Par Value of $17.6 million. This resulted in a $2.0 million increase in interest expense for the year ended December 31, 2019, in the Company's consolidated statements of operations. Issuance costs for the transaction amounted to $4.9 million and were allocated to components on a ratable basis as follows; Capital in excess of Par Value, $1.1 million, and Long-term Debt, $3.8 million.

The 2024 Indenture contains covenants that, among other things, restricts the Company’s ability to merge, consolidate or sell, or otherwise dispose of, substantially all of its assets. These limitations are subject to a number of important qualifications and exceptions.

The Indenture contains customary Events of Default (as defined in the Indenture), including default in the event the Company fails to pay interest on the Notes when due, and such failure continues for 30 days, or the Company fails to pay the principal of the Notes when due, including at maturity, upon redemption or otherwise; failure to comply with covenants and other obligations under the Indenture, including delivery of required notices and obligations in connection with conversion, in certain cases subject to notice and grace periods; payment defaults and accelerations with respect to other indebtedness of the Company and its significant subsidiaries in the aggregate principal amount of $10.0 million or more; failure by the Company or its significant subsidiaries to pay certain final judgments aggregating in excess of $10.0 million within 60 consecutive days of such final judgment; and specified events involving bankruptcy, insolvency or reorganization of the Company or its significant subsidiaries.

Upon an Event of Default, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable immediately. In the case of Events of Default relating to bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without further action or notice.

In connection with the sale of the 2024 notes, the Company recorded an income tax benefit of $4.1 million, as a discrete item for the year ended December 31, 2019 as a result of the creation of a deferred tax liability associated with the portion of the 2024 notes that was classified within stockholders' equity. While GAAP requires the offset of the deferred tax liability to be recorded in additional paid-in capital, consistent with the equity portion of the 2024 notes, the creation of the deferred tax liability produced evidence of recoverability of deferred tax assets which resulted in the release of a valuation allowance, totaling $4.1 million, reflected as an income tax benefit in the current year.

The following table summarizes information about the equity and liability components of the 2024 notes (in thousands):



	December 31, 2019
Principal amount of 2024 Notes outstanding	$	80,000
Unamortized discount (including unamortized debt issuance cost)	(18,955		)
Total notes payable	$	61,045

Equity component of notes	$	17,624
Less: Deferred tax liability	(4,065		)
Less: Issuance costs	(1,094		)
Capital in excess of Par Value	$	12,465

In connection with the sale of the 2024 notes, the Company repaid all amounts outstanding under, and terminated, its Credit Agreement, dated June 5, 2018, as amended March 4, 2019, with Citizens Bank, N.A. (the "Credit Agreement"). The Credit Agreement provided for revolving loans in an aggregate principal amount of up to $25.0 million or, during any Borrowing Base Period (as defined in the Credit Agreement), up to the lesser of $25.0 million and the Borrowing Base (as defined in the Credit Agreement), less any principal amount outstanding. Borrowings under the Credit Agreement were scheduled to fully mature on June 5, 2021. There was a $7.8 million outstanding balance on the line of credit as of December 31, 2018.

In connection with the Restaurant Magic Acquisition, see Note 2 - Acquisitions, $2.0 million was paid by delivery of a subordinated promissory note. The note bears interest at 4.5% and requires monthly principal and interest payments of $60,391 commencing in January 2020 through December of 2022. The Company's future minimum principal payments are $0.6 million, $0.7 million and $0.7 million for 2020, 2021 and 2022, respectively.

The Company previously had a loan, collateralized by a mortgage on certain real estate. On October 1, 2018, the Company finalized a sale of the real estate held as collateral and the remaining balance on the loan was paid in full. There is no amount outstanding on the loan as of December 31, 2019 or December 31, 2018.