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NOTE PAYABLE-RELATED PARTIES
3 Months Ended
Mar. 31, 2013
Note Payable Related Parties Disclosure [Abstract]  
NOTE PAYABLE-RELATED PARTIES

6. NOTE PAYABLE—RELATED PARTIES

 

In July 2012, the Company borrowed $7.0 million from an affiliate of the Company pursuant to a Loan and Security Agreement (the “2012 Term Loan”). The 2012 Term Loan refinanced a previous loan and matures in July 2017. The Company may prepay the 2012 Term Loan at any time, subject to certain notice requirements. The 2012 Term Loan bears interest at a rate of 7% per annum, payable quarterly commencing in July 2014, and is secured by all of the Company’s assets. In connection with the closing of the 2012 Term Loan, the Company issued 167,164 shares of the Company’s common stock to the affiliate. The Company allocated the debt proceeds between the debt and common stock based on the relative fair value of each financial instrument, resulting in a debt discount of $0.3 million which was amortized to interest expense over the term of 2012 Term Loan.

 

The 2012 Term Loan contains customary affirmative and negative covenants, including covenants restricting the incurrence of debt, imposition of liens, the payment of dividends, and entering into affiliate transactions. At March 31, 2013 the Company was in compliance with all covenants. The 2012 Term Loan also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If an event of default occurs and is continuing under the 2012 Term Loan, the entire outstanding balance may become immediately due and payable.

 

In May 2013, the Company reached an agreement to borrow $ 5.0 million from an affiliate of the Company under a Subsequent Term Note (the “2013 Term Loan”). The 2013 Term Loan will mature in November 2014 and may be prepaid at any time. The 2013 Term Loan will bear interest at a rate of 7% per annum, payable upon maturity and will be secured by all of the Company’s assets. The 2013 Term Loan will include cross default provisions with the existing 2012 Term Loan. If the Company does not close on the proceeds from this note, the Company will likely need to cease operations.