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Debt Obligations
9 Months Ended
Oct. 31, 2017
Debt Disclosure [Abstract]  
Debt Obligations

(5) Debt Obligations

Debt obligations, net of debt discount and deferred financing costs, consist of the following (in thousands):

 

 

 

As of January 31,

 

 

As of October 31,

 

 

 

2017

 

 

2017

 

Revolving line of credit

 

$

13,962

 

 

$

18,962

 

Term loan

 

 

34,952

 

 

 

49,607

 

Total debt

 

 

48,914

 

 

 

68,569

 

Less current portion of debt

 

 

 

 

 

(18,962

)

Total long-term portion of debt

 

$

48,914

 

 

$

49,607

 

 

As of October 31, 2017, the Company has a credit facility with TriplePoint that provides up to $50.0 million of available funds. This credit facility is secured by a security interest, junior to the SVB facility described below, on substantially all of the Company’s assets, including its intellectual property, and contains certain customary non-financial restrictive covenants. As of October 31, 2017, $50.0 million was outstanding under this facility. Of such amount, $15.0 million bears interest at 9.0% per year and becomes due in February 2019. The other $35.0 million bears interest at 11.25% per year and becomes due in February 2019. If the Company on or before February 2019 prepays a minimum of $20.0 million of the total $50.0 million of principal outstanding under this facility and pays an amortization fee to TriplePoint and complies with certain other conditions, the maturity of the remaining $30.0 million outstanding principal balance will be extended to August 2020, subject to the Company making equal monthly amortizing payments of principal and interest through the extended maturity date, calculated at an interest rate equal to 1.50% higher than the rate that previously applied.

The Company also has a revolving line of credit with SVB, from which an amount based on a percentage of qualifying accounts receivable is available for the Company to borrow, up to a total of $20.0 million. This facility is secured by a security interest, senior to the TriplePoint facility described above, on substantially all of the Company’s assets, including its intellectual property, and is subject to certain financial covenants. This facility is scheduled to expire in May 2018. As of October 31, 2017, $19.0 million was outstanding under this facility, which bears weighted average interest of 4.84% per year.

As of January 31, 2017 and October 31, 2017, the Company was in compliance with all of the covenants contained in its credit facility with SVB.

Amortization of credit facility fees and debt issuance costs and discounts to interest expense under the line of credit and the credit facility was $0.2 million and $0.2 million for the nine months ended October 31, 2016 and 2017, respectively, and $0 and $0.1 million for the three months ended October 31, 2016 and 2017, respectively. The credit facility fee balance was $0 as of both January 31, 2017 and October 31, 2017. The debt issuance costs and discounts balance was $0 and $0.4 million as of January 31, 2017 and October 31, 2017, respectively. The accreted balloon payment balance as of January 31, 2017 and October 31, 2017 was $1.4 million and $2.6 million, respectively.

In May 2017, the Company entered into a Note Purchase Agreement with certain of its stockholders pursuant to which such stockholders have agreed to purchase from the Company, and the Company has agreed to sell to such stockholders, one or more subordinated convertible promissory notes (Convertible Promissory Notes) having a maximum aggregate principal amount of $25.0 million. Subject to the terms and conditions set forth in the Note Purchase Agreement, the Convertible Promissory Notes may be issued and sold in one or more tranches (each a Tranche) in aggregate amounts to be determined by the Company pursuant to approval of a majority of the members of the Company’s board of directors. Within 30 days of the Company providing a written notice to the relevant stockholders that the Company intends to draw funds under a Tranche, the stockholders shall purchase the required Convertible Promissory Notes.           

In June 2017, the Company entered into an amendment to the Note Purchase Agreement with certain of its stockholders. Pursuant to the amendment, the obligations of the Company to issue and the stockholders to purchase Convertible Promissory Notes will expire upon the earlier to occur of December 31, 2019 or a change of control of the Company.

If and when issued, the Convertible Promissory Notes will have an interest rate of 8% per annum and will mature 18 months from the date of issuance. In addition, at any time on or after December 1, 2019, at the Company’s election, pursuant to the approval of a majority of the members of the Company’s board of directors, the Convertible Promissory Notes will convert into shares of the Company’s common stock at the IPO price of $7.00 per share, provided that any Convertible Promissory Notes issued to entities affiliated with one of the Company’s existing stockholders that is a party to the Note Purchase Agreement will be converted at the average price of the Company’s common stock on the NASDAQ Stock Market over the 30-day period preceding the conversion.

As of October 31, 2017, no Convertible Promissory Notes have been issued and sold under the Note Purchase Agreement.

As of January 31, 2017 and October 31, 2017, scheduled principal payments on the outstanding borrowings are as follows (in thousands):

 

As of January 31, 2017:

 

 

 

 

Fiscal 2019

 

$

48,962

 

Total

 

 

48,962

 

Less debt discount

 

 

(48

)

Less current portion

 

 

 

Non-current portion

 

$

48,914

 

 

As of October 31, 2017:

 

 

 

 

Fiscal 2019

 

$

18,962

 

Fiscal 2020

 

 

50,000

 

Total

 

 

68,962

 

Less debt discount

 

 

(393

)

Less current portion

 

 

(18,962

)

Non-current portion

 

$

49,607