Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.7.0.1
Debt
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Debt
5. Debt

On March 23, 2015, the Company and its direct and indirect subsidiaries (the “Borrowers”) entered into a credit agreement (the “Chase Credit Agreement”) with JPMorgan Chase Bank, N.A., as lender (the “Lender”). The Chase Credit Agreement consists of a $27.0 million Term Loan A, up to an $8.0 million Term Loan B and a $10.0 million revolving credit facility (the “Revolver”), all of which mature on March 23, 2020, collectively (the “Credit Facility”). The Borrowers drew $27.0 million under the Term Loan A to repay and terminate the previously existing Credit Facility under the credit agreement dated November 30, 2012, as amended, by and among the Company, its direct and indirect subsidiaries, Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto (the “WF Facility”). Term Loan B was unfunded at closing and beginning on April 20, 2015, the closing date of the acquisition of the assets of Ciscura, the Borrowers drew $8.0 million on Term Loan B, in several installments, in accordance with the requirements of the asset purchase agreement governing the acquisition to fund the acquisition and associated expenses. The remaining available amount on Term Loan B expired on March 23, 2016.

 

On December 5, 2016, the Company entered into a First Amendment to the Chase Credit Agreement to waive certain events of default then existing thereunder, as well as to make certain amendments to the Credit Facility, including but not limited to: (i) restructuring of the Credit Facility that effectively consolidated Term Loan A and Term Loan B into a new single term loan (the “Term Loan”) resulting in a new total drawn amount of $32 million under the Term Loan with the approximately $5 million excess over the current aggregate drawn amounts under Term Loan A and Term Loan B to be available to reduce the Company’s drawings under the revolving credit line under the Credit Facility; (ii) extending the maturity date of the Term Loan and the revolving credit line to December 5, 2021; (iii) setting the quarterly mandatory principal payment due on the Term Loan to $1.3 million due on the last business day of each fiscal quarter with any remaining unpaid and outstanding amount due at maturity; and (iv) amending the leverage ratio covenant to provide for the following schedule of maximum permitted ratios: (a) 2.75 to 1.0 at any time on or after December 31, 2015 but prior to March 31, 2017, (b) 2.50 to 1.0 at any time on or after March 31, 2017 but prior to March 31, 2018 or (c) 2.25 to 1.00 at any time on or after March 31, 2018.

On March 22, 2017, the Company entered into a Second Amendment to the Chase Credit Agreement to make certain amendments to the Credit Facility, including but not limited to: (i) amending the definition of “Fixed Charges” to increase the Company’s ability to prepay its indebtedness under the Credit Facility without negatively impacting its financial covenants; and (ii) amending the leverage ratio covenant to provide for the following schedule of maximum permitted ratios: (a) 2.75 to 1.0 at any time on or after December 31, 2015 but prior to March 31, 2018, (b) 2.50 to 1.0 at any time on or after March 31, 2018 but prior to March 31, 2019 or (c) 2.25 to 1.00 at any time on or after March 31, 2019.

As of March 31, 2017, the Company breached a financial covenant under its Credit Facility, which resulted in an event of default under the Credit Facility. Specifically, the Company was not in compliance with the leverage ratio covenant under the Credit Facility. The required maximum leverage ratio under the Credit Facility as of March 31, 2017 was 2.75 compared to an actual ratio of 2.96. The Company subsequently received a waiver from this breach from the Lender on May 10, 2017, which provided a limited, specific and one-time waiver from this breach but did not otherwise modify the terms of the Credit Facility. No fee was paid to the Lender in connection with this waiver.

Based on the Company’s anticipated operating results, the Company currently expects that it will need to obtain additional amendments to the financial covenants under the Credit Facility to achieve compliance for future periods. As a result, the Company is currently in discussions with the Lender to obtain a third amendment to the Chase Credit Agreement to amend the Credit Facility to, among other things, modify the covenants under the Credit Facility. However, there can be no assurance that the Company will be able to obtain such an amendment or remain in compliance with the covenants under the Credit Facility in the future. If the Company is not able to obtain an acceptable amendment, the Company will need to consider available options and remedies, which may include seeking additional financing to repay its outstanding indebtedness and to continue to fund its operations and its future cash needs. To the extent sought, there can be no assurance that the Company will be able to secure such financing on terms acceptable to it, or at all. The Company’s failure to secure financing when required, could have a material adverse effect on its solvency and its ability to continue as a going concern. In addition, the amount of cash generated from its operations will be dependent upon factors such as the successful execution of its business plan and general economic conditions. As a result of the default, the Company has classified the entire amount of outstanding debt under the Credit Facility as a current liability in its balance sheet as of March 31, 2017, until such time as an amendment is in place.

To secure repayment of the obligations of the Borrowers, each Borrower has granted to the Lender, for the benefit of various secured parties, a first priority security interest in substantially all of the personal property assets of each of the Borrowers. In addition, the Company has pledged the shares of InfuSystem Holdings USA, Inc. (“Holdings USA”) and Holdings USA has pledged the shares of each of InfuSystem, Inc. and First Biomedical, Inc. and the equity interests of IFC, LLC to the Lender, for the benefit of the secured parties, to further secure the obligations under the Chase Credit Agreement.

The availability under the Revolver is based upon the Borrower’s eligible accounts receivable and eligible inventory and is comprised as follows (in thousands):

 

     March 31,
2017
     December 31,
2016
 

Revolver:

     

Gross Availability

   $ 10,000      $ 10,000  

Outstanding Draws

     (1,666      —    

Letter of Credit

     —          —    

Landlord Reserves

     (45      (45
  

 

 

    

 

 

 

Availability on Revolver

   $ 8,289      $ 9,955  
  

 

 

    

 

 

 

 

The Company had approximate future maturities of loans as of March 31, 2017 as follows (in thousands):

 

     2017     2018      2019      2020      2021      Total  

Term Loan

   $ 28,832     $     —        $     —        $     —        $     —        $ 28,832  

Unamortized value of the debt issuance costs (a)

     (129     —          —          —          —          (129

Revolver

     1,666       —          —          —          —          1,666  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 30,369     $ —        $ —        $ —        $ —        $ 30,369  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) Includes the reclassification of the debt issuance costs as a result of the Company adopting ASU No. 2015-03.

The following is a breakdown of the Company’s current and long-term debt as follows (in thousands):

 

March 31, 2017

 
     Current
Portion of
Long-Term
Debt
    Long-Term
Debt
     Total  

Term Loan

   $ 28,832     $     —        $ 28,832  

Unamortized value of the debt issuance costs (a)

   $ (129   $ —          (129

Revolver

     1,666       —          1,666  
  

 

 

   

 

 

    

 

 

 

Total

   $ 30,369     $ —        $ 30,369  
  

 

 

   

 

 

    

 

 

 

 

December 31, 2016

 
     Current
Portion of
Long-Term
Debt
    Long-Term
Debt
    Total  

Term Loans

   $ 5,336     $ 26,664     $ 32,000  

Unamortized value of the debt issuance costs (a)

   $ (22   $ (87     (109

Revolver

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Total

   $ 5,314     $ 26,577     $ 31,891  
  

 

 

   

 

 

   

 

 

 

 

(a) Includes the reclassification of the debt issuance costs as a result of the Company adopting ASU No. 2015-03.