Quarterly report pursuant to Section 13 or 15(d)

Note 11 - Subsequent Events

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Note 11 - Subsequent Events
6 Months Ended
Jun. 30, 2018
Notes to Financial Statements  
Subsequent Events [Text Block]
1
1
.
     
Subsequent Event
s
 
Fourth Amendment to Credit Agreement
 
 On
July 
31,
2018,
the Company entered into the Fourth Amendment (the “Amendment”) to its Credit Agreement, entered into on
March 23, 2015 (
the “Credit Agreement”). The Amendment allows for, among other things, a loan to the Company for the repurchase of up to approximately
2.8
million shares of capital stock from an individual shareholder, his affiliates, and a
second
shareholder, in an aggregate amount
not
to exceed
$8.6
million (“Term Loan C”); and allows for capital expenditure financing to the Company for the sole purpose of purchasing medical equipment in an aggregate amount
not
to exceed
$6.4
million (the “Equipment Line”). There are
no
principal payments due on the Equipment Line until
December 31, 2019
at which time it will convert to an additional term loan. The Amendment also made changes to certain covenants, specifically, to exclude borrowings used to fund the stock repurchases referenced above from the definition of fixed charges, as defined by the Credit Agreement, and to reduce the ratio of earnings before depreciation, income taxes and amortization to fixed charges from
1.25:1.0
to
1.15:1.0.
In addition, the Amendment eliminates the Net Worth covenant and the excess cash flow provisions while modifying the quarterly principal payment amounts. Term Loan C matures on
December 6, 2021,
and the Equipment Line matures on
December 31, 2024.
 
Stock Purchase and Settlement Agreement and Stock Purchase Agreement
 
On
July 31, 2018,
the Company and an individual shareholder and his affiliates (the “Sellers”) entered into a stock purchase and settlement agreement (the “Stock Purchase Agreement”) for the purchase by the Company of the approximately
2.2
million shares of the Company's common stock cumulatively owned by the Sellers for
$3.10
per share, equaling approximately
$6.7
million in total. The Stock Purchase Agreement contains customary representations and warranties, an agreement by the Sellers
not
to purchase any shares of the Company's common stock for
three
years following closing, a mutual non-disparagement agreement and a mutual release of claims between the Company and the Sellers. The closing of the stock purchases under the Stock Purchase Agreement is currently expected to occur in full during the
third
quarter of
2018
with respect to approximately
2.1
million shares, and the Sellers sold approximately
36,000
of the remaining shares to
third
parties on the open market. The Company funded the purchase price for the shares with the proceeds from the Term Loan C described above.
           
On
July 31, 2018,
the Company and a shareholder entered into a stock purchase agreement for the purchase by the Company of approximately
0.7
million shares of the Company's common stock owned by a shareholder for
$3.10
per share, equaling approximately
$2.1
million in total. The stock purchase agreement contains customary representations and warranties, and the closing of the stock purchases under the stock purchase agreement occurred during the
third
quarter of
2018.
  The Company funded the purchase price for the shares with the proceeds from the Term Loan C described above and cash on hand.