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Debt Obligations
12 Months Ended
Jan. 31, 2018
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,

 

 

 

2017

 

 

2018

 

Revolving line of credit

 

$

13,962

 

 

$

18,962

 

Term loan

 

 

34,952

 

 

 

49,676

 

Total debt

 

 

48,914

 

 

 

68,638

 

Less current portion of debt

 

 

 

 

 

(68,638

)

Total long-term portion of debt

 

$

48,914

 

 

$

 

 

As of January 31, 2018, the Company has a credit facility with TriplePoint (Facility Agreement) 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.

In connection with the Facility Agreement, the Company issued a warrant which was initially exercisable upon issuance for 17,030 shares of Series F Convertible Preferred Stock at an exercise price of $14.68 per share. The warrant provided that, upon additional loan being made available and drawn, the warrant would become exercisable for an additional 11,353 shares of Series F Convertible Preferred Stock at the same exercise price of $14.68 per share. The warrant expires in February 2024.

As of January 31, 2018, $50.0 million was outstanding under the Facility Agreement. Of such amount, $15.0 million bears interest at 9.0% per year and becomes due in February 2019. The remaining $35.0 million bears interest at 11.25% per year and also 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.

In April 2018, the Company entered into an amendment with TriplePoint to extend the maturity date of its credit facility to August 2019 (Note 15).

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, as well as an amount available on a non-formula basis, 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 expired in May 2018. As of January 31, 2018, $19.0 million was outstanding under this facility, which bears weighted average interest of 5.09% per year.

As of January 31, 2018, the Company was not in compliance with certain covenants contained in its credit facility with SVB.

In March 2018, the Company entered into a Waiver and Tenth Amendment to Loan and Security Agreement (the Tenth Amendment) with SVB. The Tenth Amendment provides for the interest rate on amounts outstanding under the Loan Agreement shall be equal to the prime rate plus 1.85% per annum through March 31, 2018, in exchange for the waiver by SVB with respect to certain prior events of default, in each case subject to the terms and conditions set forth in the Tenth Amendment. Further, in April 2018, the Company entered into an amended and restated loan agreement with SVB to, among other things, extend the maturity date of its credit facility (Note 15).

Amortization of credit facility fees and debt issuance costs and discounts to interest expense under the line of credit and the credit facility was $0.5 million, $0.2 million, and $0.2 million for the years ended January 31, 2016, 2017, and 2018, respectively. The credit facility fee balance was $0 as of both January 31, 2017 and 2018. The debt issuance costs and discounts balance was $0 and $0.3 million as of January 31, 2017 and 2018, respectively. The accreted balloon payment balance as of January 31, 2017 and 2018, was $1.4 million and $3.0 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 was to expire upon the earlier to occur of December 31, 2019, or a change of control of the Company. 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 January 31, 2018, no Convertible Promissory Notes were issued under the Note Purchase Agreement. In February and March 2018, the Company issued an aggregate of $25.0 million of Notes under the Note Purchase Agreement, which mature in August 2019 (Note 15).

As of January 31, 2018, scheduled principal payments on the outstanding borrowings are as follows (in thousands):  

 

As of January 31, 2018:

 

 

 

 

2019(2)(3)(4)

 

$

18,962

 

2020(2)(3)(4)

 

 

50,000

 

Total(1)

 

 

68,962

 

Less debt discount

 

 

(324

)

Less current portion(2)(3)

 

 

(68,638

)

Non-current portion(1)(2)(3)

 

$

 

 

(1)

In February and March 2018, the Company issued an aggregate of $25.0 million of Notes under the Note Purchase Agreement (Note 15).

(2)

In April 2018, the Company entered into an amendment with TriplePoint to extend the maturity date of its credit facility to August 2019 (Note 15).

(3)

In April 2018, the Company entered into an amended and restated loan agreement with SVB to, among other things, extend the maturity date of its credit facility. Under the amended agreement, the Company may borrow, through May 2, 2019, up to $ 12.5 million dependent upon its monthly accounts receivables balances, subject to the terms and conditions of the agreement.  The $5.0 million non-formula facility previously included in its SVB revolving line of credit terminated in May 2018.

(4)

Based on the Company’s assessment, it is probable that it will be unable to comply with its financial covenants through January 31, 2019, and it may fail to comply with certain financial covenants as early as May 31, 2018, and as such it has classified all outstanding debt balances as of January 31, 2018 as a current liability.