XML 39 R18.htm IDEA: XBRL DOCUMENT v3.6.0.2
Long Term Bank and Other Debt
12 Months Ended
Dec. 31, 2016
Long Term Bank and Other Debt  
Long Term Bank and Other Debt

Note 10. Long Term Bank and Other Debt

 

Long‑term bank and other debt consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

    

2016

    

2015

 

SVB Mezzanine Term Loan less debt discount of $0 and $190

 

$

25,000

 

$

12,810

 

SVB Term Loan Facility

 

 

 —

 

 

4,167

 

SVB Revolving Advance Facility

 

 

 —

 

 

6,500

 

SVB Line of Credit Facility less debt discount of $66 and $0

 

 

17,424

 

 

 —

 

Subordinated Promissory Note

 

 

2,000

 

 

3,000

 

Total

 

 

44,424

 

 

26,477

 

Less: current portion of Subordinated Promissory Note/SVB Term Loan Facility

 

 

(2,000)

 

 

(1,250)

 

Long term bank and other debt

 

$

42,424

 

$

25,227

 

 

Long term bank and other debt are stated at amortized cost, which approximates fair value.

In July 2016, the Company entered into an Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”) that provided for a $25 million Mezzanine Term Loan and a $25 million Line of Credit Facility. The Mezzanine Term Loan carries interest at a rate of 6.25% above the Wall Street Journal or WSJ Prime Rate with a WSJ Prime Rate floor of 3.75% and matures in July 2019. Interest payments are payable monthly in arrears. The Company incurred a $250,000 loan origination fee and will be liable for a final payment fee of $750,000 payable at maturity or upon prepayment of the Mezzanine Term Loan. In connection with entry into the Mezzanine Term Loan, the Company granted two affiliates of SVB warrants to purchase an aggregate of 798,694 shares of common stock of the Company at an exercise price of $13.50 per share. The warrants are immediately exercisable and have a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $7.7 million. The Company also granted SVB a security interest in significantly all of the Company’s assets. The Mezzanine Term Loan has been used to fund the expansion of the Company’s business.

 

The Company determined that the Mezzanine Term Loan represents an extinguishment of the original $13 million Mezzanine Term Loan and as a result recorded a one-time charge of $8.5 million. The amortization of warrants and loss on extinguishment of debt included in the statement of operations includes the write-off of loan origination fees paid to SVB, deferred debt costs associated with the original Mezzanine Term Loan and the amortization of $7.7 million non-cash fair value of the aforementioned warrants.

The Line of Credit Facility provides for borrowings up to $25 million based on 300% of the Company’s monthly recurring revenue, as defined. In addition, there is an additional $25 million Uncommitted Incremental Facility permitted under the Line of Credit Facility. The Line of Credit Facility carries interest at a rate of 0.50% above the WSJ Prime Rate and matures in July 2019. The Company incurred an initial $75,000 loan origination fee and is responsible for additional $75,000 in annual fees on the anniversary of the Line of Credit Facility. The Company will also be liable for a $50,000 loan arrangement fee if and when the Company utilizes the Uncommitted Incremental Facility.

The Company determined that the original Term Loan Facility and Revolving Advance Facility were modified as part of the refinancing and as a result, less than $0.1 million of previous deferred loan costs will continue to be amortized to interest expense through July 2019.

The following information describes the Company’s debt agreements before the refinancing in July 2016.

 

The Revolving Advance Facility provided for borrowings up to $12.0 million based on 300% of the Company’s monthly recurring revenue, as defined therein. Borrowings under the Revolving Advance Facility were $6.5 million at December 31, 2015. The Revolving Advance Facility carried interest at a rate of 0.75% above the prime rate per annum and was to mature in April 2016. The Company entered into an amendment to the Revolving Advance Facility in March 2015 that extended its maturity to April 2017. Interest payments were payable monthly in arrears. In 2015, the Company increased the borrowings to $11.5 million. On July 15, 2015, the Company reduced its indebtedness under the Revolving Advance Facility with a $5.0 million principal repayment. The Revolving Advanced Facility was repaid in full in July 2016.

 

The Term Loan Facility provided for borrowings up to $5.0 million. As of December 31, 2015, the Company had utilized the total $5.0 million available. The Term Loan Facility carried interest at a rate of 1.00% above the prime rate per annum. Interest payments were payable monthly in arrears. Payments on the Term Loan Facility commenced in May 2015 through June 2016. The Term Loan Facility was repaid in full in July 2016.

 

In May 2014, the Company entered into a Subordinated Loan and Security Agreement with SVB that provided for a Mezzanine Term Loan totaling $13.0 million. The Mezzanine Term Loan carried interest at a rate of 10.00% per annum. Interest payments were payable monthly in arrears. In connection with entry into the Mezzanine Term Loan, the Company granted two affiliates of SVB warrants to purchase an aggregate of 131,239 shares of its common stock at an exercise price of $2.95 per share. The warrants were immediately exercisable, had a 10‑year term and were exercised in 2015. The Company also granted SVB a security interest in significantly all of the Company’s assets. The Mezzanine Term Loan was used to fund the expansion of the Company’s business. The Mezzanine Term Loan was repaid in full in July 2016.

 

Effective with the purchase of AmeriDoc, the Company executed a Subordinated Promissory Note in the amount of $3.5 million payable to the seller of AmeriDoc on April 30, 2015. The Subordinated Promissory Note carries interest at a rate of 10.00% annual interest and is subordinated to the SVB Facilities. In March 2015, the Company, the seller of AmeriDoc and SVB executed an Amended and Restated Subordinated Promissory Note that extended the maturity of the Amended and Restated Subordinated Promissory Note to April 30, 2017. In November 2015, the Company executed the Second Amended and Restated Subordinated Promissory Note with a revised annual interest rate of 7.00% commencing on January 1, 2016 and extended the maturity of the Second Amended and Restated Promissory Note to April 30, 2018 with a seller put option effective on April 30, 2017. The Company repaid $1.0 million and $0.5 million of principal on this Second Amended and Restated Subordinated Promissory Note during 2016 and 2015, respectively. As a result of the seller put option, the Company has classified the $2.0 million outstanding balance as a current liability as of December 31, 2016. See Note 18, “Subsequent Events” for more information.

 

Payments due are as follows (in thousands):

 

 

 

 

 

 

 

    

Total

 

2017

 

$

2,000

 

2018

 

 

 —

 

2019

 

 

42,490

 

2020

 

 

 —

 

2021 and thereafter

 

 

 —

 

Total

 

$

44,490

 

 

 

The Company was in compliance with all debt covenants at December 31, 2016 and 2015.