Note 15 - Subsequent Events
|12 Months Ended|
Dec. 31, 2020
|Notes to Financial Statements|
|Subsequent Events [Text Block]||
February 3, 2021,the Company announced that it had acquired FilAMed, a privately held biomedical services company based in Bakersfield, California, for an approximate purchase price of
$1.4million. The initial accounting for the business combination, including the estimated fair value of the assets and liabilities acquired, is incomplete as a result of the timing of the acquisition. This acquisition will supplement the Company's existing biomedical recertification, maintenance and repair services for acute care facilities and other alternate site settings including home care and home infusion providers, skilled nursing facilities, pain centers and others.
February 5, 2021,the Company entered into a Credit Agreement (the
“2021Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), sole bookrunner and sole lead arranger, and the lenders party thereto. The borrowers under the
2021Credit Agreement are the Company, InfuSystem Holdings USA, Inc. (“Holdings”), ISI, First Biomedical, , and IFC LLC (“IFC” and, collectively with the Company, Holdings, ISI and First Biomedical, the “Borrowers”).
2021Credit Agreement provides for a revolving credit facility (the “Revolving Facility”) of
$75million, maturing on
February 5, 2026.The Revolving Facility
maybe increased by
$25million, subject to certain conditions, including the consent of the Agent and obtaining necessary commitments. The lenders under the
mayissue up to
$7million in letters of credit subject to the satisfaction of certain conditions. On
February 5, 2021,the Borrowers made an initial borrowing of
$30million under the Revolving Facility. Proceeds from the loan, along with approximately
$8.2million in cash, were used to repay all amounts due under the Company's existing credit facility dated
March 23, 2015 (the
Amounts outstanding under the Revolving Facility bear interest at a variable rate equal to, at the Company's election, a LIBO Rate for Eurodollar loans or an Alternate Base Rate for ABR loans, as defined by the
2021Credit Agreement, plus a spread that will vary depending upon the Company's leverage ratio. The spread ranges from
3.00%for Eurodollar Loans and
2.00%for base rate loans. The initial spread under the
2021Credit Agreement is
2.00%for Eurodollar loans and
1.00%for ABR loans.
2021Credit Agreement has customary representations and warranties, and the ability to borrow under the facility is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, investments, asset sales, affiliate transactions and restricted payments, as well as financial covenants, including the following:
2021Credit Agreement includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the Revolving Facility and accelerate payment of all amounts outstanding thereunder.
Pledge and Security Agreement
Simultaneous with the execution of the
2021Credit Agreement, the Company entered into a Pledge and Security Agreement to secure repayment of the obligations of the Borrowers. Under the Pledge and Security Agreement, each Borrower has granted to the Agent, for the benefit of various secured parties, a
firstpriority security interest in substantially all of the personal property assets of each of the Borrowers, including the shares of each of Holdings, ISI and First Biomedical and the equity interests of IFC.
February 5, 2020,in connection with the execution and closing of the
2021Credit Agreement, the Company, along with its wholly owned subsidiaries as borrowers, terminated the
2015Credit Agreement. All outstanding loans under the
2015Credit Agreement have been repaid and all liens under the
2015Credit Agreement have been released, except that a letter of credit originally issued under the
2015Credit Agreement in the amount of approximately
$0.8million was transferred to the
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef