Note 9 - Notes Payable
 12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Debt Disclosure [Text Block]
Note
9
– Notes Payable
and Other Obligations
 
Notes payable and other obligations consists of the following:
 
 
 
December 31,
 
 
December 31,
 
 
 
2016
 
 
2015
 
                 
Note Payable
   $
278
    $
754
 
Other Obligations
    
6,047
     
-
 
Uncollateralized promisory notes
    
26,071
     
9,953
 
Total Notes Payable and Other Obligations
    
32,396
     
10,707
 
Current portion of notes payable and other obligations
    
(10,764
 )    
(4,347
 )
Notes payable and other obligations, less current portion
   $
21,632
    $
6,360
 
 
  Senior
Credit Facility
 
On
December
7,
2016,
the Company entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”). Pursuant to the Credit Agreement, Bank of America agreed to be the sole administrative agent for a
five
-year
$80,000
Senior Secured Revolving Credit Facility (“Senior Credit Facility”) to the Company and committed to lend to the Company all of the Senior Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility and to use its best efforts to form a syndicate of financial institutions for the Senior Credit Facility (including Bank of America). In addition, the Senior Credit Facility includes an accordion feature permitting the Company to request an increase in the Senior Credit Facility by an additional amount of up to
$60
,000.
The Senior Credit Facility includes a
$5
,000
sublimit for the issuance of standby letters of credit and a
$15,000
sublimit for swingline loans
. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.
 
Borrowings under the Credit Agreement are at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable rate or a base rate denominated in U.S. dollars. Interest rates are subject to change based on our Consolidated Senior Leverage Ratio (as defined in the Credit Agreement).
 
The Senior Credit Facility contains certain financial covenants, including a maximum leverage ratio of
3.0:1
and minimum fixed charge coverage ratio of
1.20:1.
Furthermore, the Senior Credit Facility
also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. As of
December
31,
2016,
the Company is in compliance with these financial and reporting covenants. As of
December
31,
2016,
the outstanding balance on the Senior Credit Facility was
$0
.
 
 
Note Payable
 
The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of
July
 
29,
2017.
The Nolte Note bears interest at the prime rate plus
1%,
subject to a maximum rate of
7.0%.
As of
December
31,
2016
and
2015,
the actual interest rate was
4.25%
.
Under the terms of the Nolte Note, as amended, the Company pays quarterly principal installments of approximately
$100
plus interest. The Nolte Note is unsecured and the Company is permitted to make periodic principal and interest payments. As of
December
31,
2016
and
2015,
the outstanding balance on the Nolte Note was approximately
$278
and
$754,
respectively.
 
 
Other Obligations
 
On
November
30,
2016,
the Company acquired all of the outstanding equity interests of Hanna. The purchase price allowed for the payment of
$1,200
in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in
two
installments of
$600,
due on the
first
and
second
anniversaries of
November
30,
2016.
The outstanding balance of this obligation was
$600
and
$0
as of
December
31,
2016
and
2015,
respectively.
 
On
October
26,
2016,
the Company acquired all of the outstanding equity interests of JBA. The purchase price allowed for the payment of
$2,600
in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in
two
installments of
$1,300,
due on the
first
and
second
anniversaries of
October
26,
2016.
The outstanding balance of this obligation was
$2,600
and
$0
as of
December
31,
2016
and
2015,
respectively.
 
On
May
20,
2016,
the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of
$3,000
in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in
three
installments of
$1,000,
due on the
first,
second
and
third
anniversaries of
May
20,
2016.
The outstanding balance of this obligation was
$3,000
and
$0
as of
December
31,
2016
and
2015,
respectively.
 
 
Uncollateralized Promissory Notes
 
On
December
6,
2016,
the Company acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized
$3,500
promissory note bearing interest at
3.
0%
(the “CivilSource Note”) payable in
four
installments of
$875,
due on the
first,
second,
third
and
fourth
anniversaries of
December
6,
2016,
the effective date of the acquisition. The outstanding balance of the CivilSource Note was
$3,500
and $
0
as of
December
31,
2016
and
2015,
respectively.
 
On
November
30,
2016,
the Company acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized
$2,700
promissory note bearing interest at
3.
0%
(the “Hanna Note”) payable in
four
installments of
$675,
due on the
first,
second,
third
and
fourth
anniversaries of
November
30,
2016,
the effective date of the acquisition. The outstanding balance of the Hanna Note was
$2,700
and $
0
as of
December
31,
2016
and
2015,
respectively.
 
On
October
26,
2016,
the Company acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized
$7,000
promissory note bearing interest at
3.
0%
(the “JBA Note”) payable in
five
installments of
$1,400,
due on the
first,
second,
third,
fourth
and
fifth
anniversaries of
October
26,
2016,
the effective date of the acquisition. The outstanding balance of the JBA Note was
$7,000
and $
0
as of
December
31,
2016
and
2015,
respectively.
 
On
September
12,
2016,
the Company acquired certain assets of Weir. The purchase price included an uncollateralized
$500
promissory note bearing interest at
3.
0%
(the “Weir Note”) payable in
four
installments of
$125,
due on the
first,
second,
third
and
fourth
anniversaries of
September
12,
2016,
the effective date of the acquisition. The outstanding balance of the Weir Note was
$500
and $
0
as of
December
31,
2016
and
2015,
respectively.
 
On
May
20,
2016,
the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of
$6,000
of uncollateralized promissory notes bearing interest at
3.0%
(the “Dade Moeller Notes”) payable in
four
equal payments of
$1,500
each due on the
first,
second,
third,
and
fourth
anniversaries of
May
20,
2016,
the effective date of the acquisition. The outstanding balance of the Dade Moeller Notes was approximately
$6,000
and
$0
as of
December
31,
2016
and
2015,
respectively.
 
On
July
1,
2015,
the Company acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized
$4,000
promissory notes bearing interest at
3.0%
(the “RBA Note”) payable in
four
equal payments of
$1,000
each due on the
first,
second,
third,
and
fourth
anniversaries of
July
1,
2015,
the effective date of the acquisition. The outstanding balance of the RBA Note was
$3,000
and
$4,000
as of
December
31,
2016
and
2015,
respectively.
 
On
June
24,
2015,
the Company acquired certain assets of Allwyn. The purchase price included an uncollateralized
$500
promissory note bearing interest at
3.5%
(the “Allwyn Note”) that is payable in
three
equal payments of
$167
each due on the
first,
second
and
third
anniversaries of
June
24,
2015,
the effective date of the acquisition. The outstanding balance of the Allwyn Note was
$333
and
$500
as of
December
31,
2016
and
2015,
respectively.
 
On
April
22,
2015,
the Company acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized
$3,000
short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within
one
year, and an uncollateralized
$500
promissory note bearing interest at
3%
(the “Mendoza Note”) that is payable in
two
equal payments of
$250
each due on the
first
and
second
anniversaries of
April
22,
2015,
the effective date of the acquisition. The outstanding balance of the short-term promissory note was
$278
and of the Mendoza Note was
$250
and
$500,
as of
December
31,
2016
and
2015,
respectively.
 
On
January
30,
2015,
the Company acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized
$1,250
promissory note bearing interest at
3.5%
(the “JLA Note”) that is payable in
four
equal payments of
$313
each due on the
first,
second,
third,
and
fourth
anniversaries of
January
30,
2015,
the effective date of the acquisition. The outstanding balance of the JLA Note was
$938
and
$1,250
as of
December
31,
2016
and
2015,
respectively.
 
On
November
3,
2014,
the Company acquired certain assets of the Buric Companies. The purchase price included an uncollateralized,
3%
interest bearing promissory note in the aggregate principal amount of
$300
(the “Buric Note”). The note is payable in
three
equal payments of
$100
due on the
first,
second
and
third
anniversaries of
November
3,
2014,
the effective date of the acquisition. The carrying value of the Buric Note was approximately
$100
and
$200
as of
December
31,
2016
and
2015,
respectively.
 
On
June
30,
2014,
the Company acquired certain assets of ORSI. The purchase price included an uncollateralized non-interest bearing promissory note in the aggregate principal amount of
$450
(the “ORSI Note”) for which the Company has imputed interest at a rate of
3.75%.
This note is payable in
two
equal payments of
$225
due on the
first
and
second
anniversaries of
June
30,
2014,
the effective date of the acquisition. The carrying value of the ORSI Note was approximately
$0
and
$221
as of
December
31,
2016
and
2015,
respectively.
 
 On
March
21,
2014,
the Company acquired all of the outstanding equity interests of
NV5,
LLC. The purchase price included
an uncollateralized
$3,000
promissory note bearing interest at
3.0%
(the “AK Note”) that is payable in
three
equal payments of
$1,000
each due on the
first,
second
and
third
anniversaries of
March
21,
2014,
the effective date of the acquisition. The outstanding balance of the AK Note was
$1,000
and
$2,000
as of
December
31,
2016
and
2015,
respectively.
 
On
January
31,
2014,
the Company acquired certain assets of AQC. The purchase price included an uncollateralized non-interest bearing promissory note in the aggregate principal amount of
$300
(the “AQC Note”) for which the Company has imputed interest at a rate of
3.75%.
This note is payable in
two
equal payments of
$150
each, due on the
first
and
second
anniversaries of
January
31,
2014,
the effective date of the acquisition. As of
December
31,
2016
and
2015,
the carrying value of the AQC Note was approximately
$0
and
$150,
respectively.
 
On
April
 
30,
2013,
the Company acquired certain assets and assumed certain liabilities of Consilium Partners. The purchase price included an uncollateralized promissory note in the aggregate principal amount of
$200,
bearing interest at
4.0%,
payable in
three
equal payments of approximately
$67
each, and due on the
first,
second
and
third
anniversaries of
April
30,
2013,
the effective date of the acquisition. The outstanding balance of this note was approximately
$0
and
$67,
as of
December
31,
2016
and
2015,
respectively.
 
 
Future contractual maturities of long-term debt as of
December
31,
2016
are as follows:
 
Period ending December 31,
 
 
 
 
         
2017
   $
10,764
 
2018
    
8,814
 
2019
    
6,847
 
2020
    
4,575
 
2021
    
1,396
 
Total
  $
32,396
 
 
 
As of
December
31,
2016
and
2015,
the carrying amount of debt obligations approximates their fair values based on Level
2
inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics.