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Credit Facility and Term Loans
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Credit Facility and Term Loans

9.

CREDIT FACILITY AND TERM LOANS

Credit facility and term loans consisted of the following as of December 31, 2019 and 2020 (in thousands):

 

 

 

December 31,

2019

 

 

December 31,

2020

 

MidCap Credit Facility

 

$

22,953

 

 

$

12,905

 

Less: deferred debt issuance costs

 

 

(1,268

)

 

 

(702

)

Less: discount associated with issuance of warrants

 

 

(28

)

 

 

(13

)

Total MidCap Credit Facility

 

$

21,657

 

 

$

12,190

 

 

 

 

 

 

 

 

 

 

Horizon Term Loan

 

$

15,000

 

 

$

-

 

Less: deferred debt issuance costs

 

 

(836

)

 

 

 

Less discount associated with issuance of warrants

 

 

(697

)

 

 

 

Total Horizon Term Loan

 

 

13,467

 

 

 

 

Less-current portion

 

 

(3,000

)

 

 

 

Term loan-non current portion

 

$

10,467

 

 

$

 

 

 

 

 

 

 

 

 

 

High Trail Term Loan

 

$

 

 

$

43,000

 

Less: deferred debt issuance costs

 

 

 

 

 

(2,207

)

Less: discount associated with issuance of warrants

 

 

 

 

 

(9,839

)

Less: discount associated with original issuance of loan

 

 

 

 

 

(4,692

)

High Trail warrant

 

 

 

 

 

31,821

 

Total High Trail Term Loan

 

 

 

 

 

58,083

 

Less-current portion

 

 

 

 

 

(21,600

)

Term loan-non current portion

 

$

 

 

$

36,483

 

 

MidCap Credit Facility and Term Loan

On November 23, 2018, the Company entered into the three-year $25.0 million revolving credit facility (“Credit Facility”) with MidCap. The Credit Facility can be increased, subject to certain conditions, to $50.0 million. Loans under the Credit Facility are determined based on percentages of the Company’s eligible accounts receivable and eligible inventory. The Credit Facility bears interest at a rate of the London Interbank Offered Rate (“LIBOR”) plus 5.75% for outstanding borrowings. The Company is required to pay a facility availability fee of 0.5% on the average unused portion of the Credit Facility.

On December 1, 2020, the Company, certain of the Company’s subsidiaries and MidCap entered into an amendment to the Credit Facility, (i) providing for a $30.0 million revolving credit facility, which can be increased, subject to certain conditions, to $50.0 million, (ii) permitting the incurrence of certain debt under certain conditions and restrictions, including the senior secured note with an aggregate principal amount of $43.0 million issued on December 1, 2020 (the “High Trail Loan”), (iii) permitting certain payments to High Trail Investments SA LLC (“High Trail”) as required under the High Trail Loan, and (iv) permitting the acquisition of the Smash Assets. Further, the Credit Facility was extended to November 23, 2022.

The Credit Facility contains a minimum liquidity financial covenant that requires the Company to maintain a minimum of $6.5 million in cash on hand or availability in the Credit Facility. As of December 31, 2020, the Company has approximately $0.7 million in debt issuance costs which has been offset against the debt and will be expensed over the remaining term of the Credit Facility. The Company was in compliance with the financial covenants contained within the Credit Facility as of December 31, 2020.

As of December 31, 2019, there was $23.0 million outstanding on the Credit Facility and an available balance of approximately $0.0 million. As of December 31, 2020, there was $12.9 million outstanding on the Credit Facility and an available balance of approximately $1.4 million.

The Company recorded interest expense from the Credit Facility of approximately $2.5 million and $1.9 million for the year-ended December 31, 2019 and 2020, respectively, which included $0.7 million and $0.7 million relating to debt issuance costs, respectively.

Horizon Term Loan

On December 31, 2018, the Company entered into a term loan agreement (the “Horizon Loan Agreement”) with Horizon Technology Finance Corporation (“Horizon”). As part of the Horizon Loan Agreement, the Company obtained a four-year $15.0 million term loan

(“Horizon Term Loan”). The Horizon Term Loan bears interest at 9.90% plus the amount by which one-month LIBOR exceeds 2.50% for outstanding borrowings, and payments on principal were made on a monthly basis. The maturity date of the Horizon Term Loan was January 2023.  

The Horizon Term Loan contained a minimum liquidity covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash, subject to increases based on amounts drawn under the Credit Facility.

 In connection with the Horizon Loan Agreement, the Company issued warrants to purchase 76,923 shares of its common stock at an exercise price of $15.60 per share. The warrants are exercisable and expire ten years from the date of issuance. The Company utilized the Binomial option-pricing model to determine the fair value of the warrants. The fair value of the warrants on issuance was $0.9 million, which has been recorded as a debt discount against the Horizon Term Loan.

On December 1, 2020, the Company paid off all remaining obligations under the Horizon Term Loan for $15.0 million and terminated the Term Loan. During the year ended December 31, 2020, total repayments were $16.1 million including the payoff of $14.1 million, which included a prepayment fee in an amount equal to 3% of the outstanding principal balance of the Term Loan at the date of payment, and other fees of approximately $0.6 million. In connection with the termination of the Term Loan, the Company recognized loss on extinguishment of debt of $2.0 million which is included in the consolidated statements of operations.

As of December 31, 2019 and December 30, 2020 there was $15.0 million and $0, respectively, outstanding on the Horizon Term Loan and the Company was in compliance with the financial covenants.

The Company recorded interest expense from the Horizon Term Loan of $2.0 million and $1.4 million for the years-ended December 31, 2019 and 2020, respectively, which included $0.3 million and $0.6 million, respectively, relating to debt issuance costs.

 

High Trail Loan

On December 1, 2020, the Company refinanced the Horizon Term Loan through the issuance of a  0% coupon senior secured note to High Trail (the “Note”). The Company received gross proceeds of $38.0 million in exchange for the Note with an aggregate principal amount of $43.0 million.  The High Trail Term Loan will be repaid over 24 equal monthly cash payments of $1.8 million.

 

Principal payments under the High Trail Term Loan as of December 31, 2020 are as follows (in thousands):

 

 

 

Year-Ending

December 31

 

2021

 

 

21,600

 

2022

 

 

21,400

 

2023

 

 

 

2024

 

 

 

Thereafter

 

 

 

Total term loan payments

 

$

43,000

 

In connection with the issuance of the Note, the Company issued to the institutional lender a warrant to purchase an aggregate of 2,864,133 shares of its common stock at an exercise price of $9.01 per share. The Warrant initially provided that it would be exercisable on June 1, 2021, expire five years from the date of issuance and be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrant, in which case the Warrant would also be exercisable on a cashless exercise basis at High Trail’s election. The Warrant included a provision that gave the Company the right to require High Trail to exercise the Warrant if the price of the common stock of the Company exceeds 200% of the exercise price of the Warrant for 20 consecutive trading days and certain other conditions were satisfied. The Company utilized the Monte-Carlo Simulation model to determine the fair value of the Warrant. As of December 1, 2020, the initial fair value of the Warrant on issuance was $10.5 million, which has been recorded as a debt discount against the High Trail Term Loan. During the year-ended December 31, 2020, the fair value amount of this warrant liability was approximately $31.8 million which includes a change of fair value impact of approximately $21.3 million.

The Warrant is classified as a liability on the consolidated balance sheet as the Warrant contains certain change of control provisions that would benefit the holder as it relates to the calculation of the value of the warrant under certain circumstances.

The Company incurred approximately $2.3 million in debt issuance costs which has been offset against the debt and will expense over the term of the High Trail Loan.

The High Trail term loan contains a minimum liquidity financial covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash on hand. Additionally, as of the last day of each applicable fiscal quarter, the Company is required to maintain Adjusted EBITDA amounts for the 12 month period ending on such day, as defined in the agreement. The Company was in compliance with the High Trail Term Loan financial covenants as of December 31, 2020.

The Company recorded interest expense from the High Trail Term Loan of $1.1 million for the year-ended December 31, 2020, which included $0.2 million relating to debt issuance costs.

Interest Expense, Net

Interest expense, net consisted of the following for the years-ended December 31, 2019 and 2020 (in thousands):

 

 

 

December 31,

2019

 

 

December 31,

2020

 

Interest expense

 

$

4,532

 

 

$

5,038

 

Interest income

 

 

(146

)

 

 

(59

)

Total interest expense, net

 

$

4,386

 

 

$

4,979