Debt

Long-term debt consists of the following (in thousands):



	December 31,
	2014			2013
SRS Note	$	1,785		$	1,885
Main Street Term Loan	9,000			9,000
Main Street Revolver	400			300
	11,185			11,185
Less current maturities	(400		)	(950		)
Long-term debt, net of current portion	$	10,785		$	10,235

In October 2013, the Company entered into a loan agreement by and among the Company and its subsidiaries, and Main Street Capital Corporation (“Main Street”), as lender and as administrative agent and collateral agent for itself and the other lenders from time to time party thereto (the “Main Street Loan Agreement”). The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility (“Main Street Term Loan”) and a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). As of December 31, 2014, the Company had outstanding borrowings of $9,000,000 under the Main Street Term Loan and $400,000 on the Main Street Revolver. As of December 31, 2013, the Company had outstanding borrowings of $9,000,000 under the Main Street Term Loan and $300,000 on the Main Street Revolver, and the Company used these proceeds to repay former debt obligations during 2013.

Borrowings under the Main Street Term Loan and Main Street Revolver mature on October 17, 2018 and October 17, 2015, respectively, unless sooner terminated as provided in the Main Street Loan Agreement. The Main Street Loan Agreement provides that the Main Street Term Loan borrowings bear interest at 12% per annum and the Main Street Revolver borrowings bear interest at 8% per annum. Interest payments on the outstanding borrowings under both the Main Street Term Loan and Main Street Revolver are due monthly. The Company is required to make quarterly principal payments on the Main Street Term Loan as follows: (i) starting on February 15, 2014 to April 15, 2015 in an amount equal to 33% of Excess Cash Flow generated by the Company (as defined in the Main Street Loan Agreement and effectively equal to cash flow from operations less capital expenditures less principal payments on capital leases) during the trailing fiscal quarter and (ii) from August 15, 2015 to August 15, 2018 in an amount equal to 50% of Excess Cash Flow generated by the Company during the trailing fiscal quarter. In the event there are outstanding borrowings on the Main Street Revolver, any quarterly principal payments are first applied to the Main Street Revolver and then to the Main Street Term Loan. During the year ended December 31, 2014, the Company made principal payments of $149,000 on the Main Street Revolver and no principal payments on the Main Street Term Loan. During the year ended December 31, 2014, the Company received advances on the Main Street Revolver of $249,000.

The Company may prepay borrowings under the Main Street Loan Agreement at any time without premium or penalty, subject to certain notice and minimum prepayment requirements. The obligations of the Company under the Main Street Loan Agreement are secured by substantially all of the assets of the Company, including all intellectual property, equity interests in subsidiaries, equipment and other personal property. The Main Street Loan Agreement contains standard representations, warranties and covenants for a transaction of its nature, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws and (iv) notification of certain events. The Main Street Loan Agreement also contains various covenants and restrictive provisions which may, among other things, limit the Company's ability to sell assets, incur additional indebtedness, make investments or loans and create liens. The Main Street Loan Agreement also contains financial covenants, including a fixed charge coverage ratio covenant and a debt to Adjusted EBITDA (“AEBITDA”) ratio covenant as defined in the Main Street Loan Agreement. The Main Street Loan Agreement contains events of default customary for similar financings with corresponding grace periods, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults and a change in control. Upon the occurrence of an event of default, the outstanding obligations under the Main Street Loan Agreement may be accelerated and become immediately due and payable. As of December 31, 2014, the Company was in compliance with all required covenants. On February 27, 2015, the Company and Main Street entered into an amendment to the Main Street Loan Agreement to revise certain of the Company’s financial covenants and ratio levels.

Deferred financing costs related to our debt agreements of $84,000 are included in prepaid expenses and other current assets and $192,000 are included in other assets as of December 31, 2014. Deferred financing costs related to our debt agreements of $363,000 are included in other assets as of December 31, 2013. The financing costs are amortized to interest expense using the effective interest method over the term of each loan through each maturity date. For the year ended December 31, 2014, we recorded $89,000 of amortization of financing costs. For the year ended December 31, 2013, we recorded $976,000 of amortization of financing costs, and $727,000 of amortization of debt discount. As a result of the payoff of the Company’s former debt obligations in 2013, the Company charged to interest and other expense in the year ended December 31, 2013: (i) the remaining unamortized portion of the debt financing costs from these former debt obligations as of the payoff date, which totaled $710,000 and (ii) the remaining unamortized portion of the debt discount from a former debt obligation, which was $619,000 as of the payoff date.

In connection with the October 2012 acquisition of Affinity, the Company issued a promissory note (the “SRS Note”) to Shareholder Representative Services LLC (“SRS”), on behalf of the prior stockholders of Affinity. As of December 31, 2014 and 2013 the principal balance on the SRS Note was $1,785,000 and $1,885,000, respectively. On February 27, 2015, the Company amended and restated the SRS Note. The amended SRS Note, (i) extended the maturity date from January 4, 2016 to July 6, 2017, (ii) increased the interest rate from 10% to 15% per annum effective March 1, 2015 and (iii) revised the payment of interest from quarterly in arrears to payment on July 6, 2017 of all interest earned after March 1, 2015, unless certain trailing AEBITDA targets are met as defined in the agreement. The Company is required to make monthly principal payments in the amount of $50,000 in the event the Company's trailing three month AEBITDA exceeds $1,500,000. The Company is required to make additional payments on the principal amount over the remaining term of the SRS Note in an amount equal to 40% of the sum of the Company’s trailing six month AEBITDA less $3,000,000. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements for the three months ended March 31, 2015. During the year ended December 31, 2014, the Company made two $50,000 principal payments, totaling $100,000, on the SRS Note based on achievement of the AEBITDA threshold.

In February 2014, the Company amended and restated the SRS Note. The amended note, which was effective as of December 31, 2013 (i) reduced the principal amount of the SRS Note by $203,000 to $1,885,000, (ii) increased the interest rate from 8% to 10% per annum and (iii) extended the maturity date from December 31, 2014 to January 4, 2016. The Company concluded that this amendment was a debt modification and not an extinguishment in accordance with ASC Topic 470-50 “Debt - Modifications and Extinguishments”. The Company recorded the $203,000 reduction of the SRS Note as follows for the year ended December 31, 2013: (i) a $40,000 decrease to general and administrative expenses relating to reimbursement of certain expenses, ii) a $60,000 increase in accrued expenses and iii) a $103,000 increase to other income.

As of December 31, 2014, the current portion of long-term debt recorded on the Company's balance sheet was $400,000, which reflects principal payments the Company expects to pay in 2015 on the Main Street Revolver. The Company expects that any principal payments under the Main Street Loan Agreement, which are based on a percentage of Excess Cash Flow as discussed above, will be applied to outstanding borrowings on the Main Street Revolver during the twelve months ending December 31, 2015. Therefore, the Company expects that no principal payments will be applied against the Main Street Term Loan during the twelve months ended December 31, 2015; and thus all outstanding borrowings on the Main Street Term Loan are classified as long term debt as of December 31, 2014. The principal payments related to these debt agreements are estimates and actual payments may vary.

Future maturities of long-term debt are estimated as follows (in thousands):



	Main Street Revolver		Main Street Term Loan		SRS Note		Total
2015	$	400	$	—	$	—	$	400
2016	—		—		—		—
2017	—		—		1,785		1,785
2018	—		9,000		—		9,000
	$	400	$	9,000	$	1,785	$	11,185