Strategic Alliance and Investment by Elutions, Inc | 3 Months Ended |
Mar. 29, 2014 |
Investments, All Other Investments [Abstract] | ' |
Strategic Alliance and Investment [Text Block] | ' |
2. Strategic Alliance and Investment by Elutions, Inc. |
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On February 25, 2014, the Company entered into an investment agreement (the “Investment Agreement”) with Elutions, Inc. ("Elutions"), a provider of operational business intelligence solutions. Under the Investment Agreement, the Company agreed to issue and sell shares of common stock to Elutions and to issue stock purchase warrants to Elutions, and the parties agreed that a subsidiary of Elutions would loan funds to a subsidiary of the Company. On March 18, 2014, the Company and Elutions completed the closing (the "Closing") of the transactions contemplated under the Investment Agreement. |
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At the Closing, (a) the Company issued and sold 609,756 shares of common stock to Elutions at a price of $3.28 per share, for an aggregate purchase price of $2,000,000, (b) the Company's subsidiary, Cartesian Limited, issued a promissory note (the "Note") payable to Elutions Capital Ventures S.à r.l, a subsidiary of Elutions, in an aggregate original principal amount of $3,268,664, payable in equivalent Great Britain Pounds Sterling, and the Company issued to Elutions a Common Stock Purchase Warrant (Tracking) related to the Note to purchase 996,544 shares of common stock of the Company for $3.28 per share (the "Tracking Warrant"), and (c) the Company issued to Elutions a Common Stock Purchase Warrant (Commercial Incentive) pursuant to which Elutions can earn the right to purchase up to 3,400,000 shares of common stock of the Company at prices ranging from $3.85 per share to $4.85 per share based on the Company's financial results related to certain customer contracts obtained jointly by the Company and Elutions (the "Incentive Warrant"). The Incentive Warrant and the Tracking Warrant are referred to collectively below as the "Warrants". |
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The following provisions of the Investment Agreement and exhibits are subject to the Company obtaining stockholder approval of these provisions in accordance with the rules of The Nasdaq Stock Market, LLC ("Nasdaq"), to the extent required by Nasdaq rules: (i) exercise of the Incentive Warrant, (ii) the effectiveness of the economic anti-dilution provisions in the Warrants and (iii) the right of Elutions to purchase additional securities of the Company, in connection with future issuances by the Company, pursuant to purchase rights in the Warrants and the preemptive rights granted to Elutions in the Investment Agreement. The Company has agreed in the Investment Agreement to present a proposal for the approval of these provisions to the stockholders at the Company's 2014 annual meeting of stockholders, currently scheduled for June 18, 2014. |
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Promissory Note |
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The Note issued at Closing by the Company's subsidiary, Cartesian Limited, in the aggregate original principal amount of $3,268,664, bears interest at the rate of 7.825% per year, payable monthly, and matures on March 18, 2019. The Note must be redeemed by Cartesian Limited upon notification by the holder at any time (the “Holder Redemption Option”) and may be prepaid by Cartesian Limited after 18 months if the trading price of the Company's common stock exceeds $5.50 per share for a specified period of time and may be prepaid by Cartesian Limited at any time after 30 months. The obligations of Cartesian Limited under the Note are guaranteed by the Company pursuant to a Guaranty entered into by the Company at Closing and are secured by certain assets relating to client contracts involving Elutions pursuant to a Security Agreement entered into by the Company and Elutions at Closing. Amounts outstanding under the Note may be applied to the exercise price of the Company's common stock under the Tracking Warrant. Upon occurrence of an event of default, the Note would bear interest at 9.825% per year and could be declared immediately due and payable. |
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Tracking Warrant |
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Under the Tracking Warrant, Elutions may acquire 996,544 shares of common stock of the Company for $3.28 per share at any time and from time to time through March 18, 2020. The Company may require Elutions to exercise or forfeit the Tracking Warrant at any time (i) after 18 months if the trading price of the Company's common stock exceeds $5.50 per share for a specified period of time and the Company meets certain cash and working capital thresholds and (ii) after 30 months if the Company meets certain cash and working capital thresholds. To the extent amounts are outstanding under the Note, Elutions and the Company (if the Company is requiring exercise of the Tracking Warrant by Elutions as described above) may offset such amounts against the exercise price for shares of common stock acquired under the Tracking Warrant. |
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Incentive Warrant |
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Under the Incentive Warrant, Elutions can earn the right to purchase up to 3,400,000 shares of common stock of the Company at prices ranging from $3.85 per share to $4.85 per share based on the Company's financial results as described below. The Incentive Warrant expires on March 18, 2020. The right to exercise the Incentive Warrant to acquire shares is subject to satisfaction of certain performance conditions based on revenues or cash received by the Company under customer contracts acquired jointly with Elutions through a five-year period from March 18, 2014 until March 18, 2019. The Incentive Warrant may vest upon satisfaction of the performance conditions during the five-year period. The number of shares of common stock for which the Incentive Warrant may become exercisable during each year in the five-year period under the vesting provisions is determined by dividing four percent of such revenues and cash recognized or received by the Company in such year by the warrant exercise price per share for that year. In addition, the right to acquire shares may vest at the end of the five-year period for contracts that have been signed and with respect to which revenues are expected to be earned or cash is expected to be received after the end of the five-year period. The exercise price increases $0.25 per year for shares earned in each year of the five-year period and is payable in cash, provided that Elutions has the right to utilize a cashless exercise procedure to acquire shares of common stock under the Incentive Warrant for a limited period of time each year after the right to acquire such shares vests. Any shares utilized to exercise such cashless exercise right will not reduce the maximum number of shares that may be earned and acquired under the Incentive Warrant. |
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Additonal Warrant Provisions |
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Each of the Warrants has economic anti-dilution protection provisions which provide for adjustments to the exercise price and the number of shares of common stock which may be acquired pursuant to the Warrants in the event of issuances of shares of common stock by the Company at a price less than the 30-day volume weighted average trading price at the time of issuance, subject to a number of exceptions. Each of the Warrants also permits Elutions (subject to certain exceptions) to purchase shares in future equity offerings made by the Company on a pro rata basis to all stockholders, with such participation right based upon the maximum number of shares that may be purchased under the Warrant. |
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Registration Rights |
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At Closing, the Company and Elutions entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company has obligations to register for resale the shares of common stock issued under the Investment Agreement and the Warrants. Under the Registration Rights Agreement, the Company granted certain piggyback registration rights to Elutions and agreed to file and maintain a resale shelf registration statement for the benefit of Elutions. |
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Accounting Treatment |
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The Company measured the fair value of the instruments issued in the transaction as of the closing date, March 18, 2014, as follows: |
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Fair value of Promissory Note | | $ | 3,181,000 | | | | | | | | | | |
Fair value of the Holder Redemption Option | | | 277,000 | | | | | | | | | | |
Fair value of shares issued | | | 2,622,000 | | | | | | | | | | |
Fair value of Tracking Warrant | | | 1,259,000 | | | | | | | | | | |
Total fair value of consideration given | | $ | 7,339,000 | | | | | | | | | | |
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The fair value of the shares issued was determined using the stock price on the date of grant. The fair value of the Note, the Holder Redemption Option and the Tracking Warrant were determined using a binomial lattice model. The model requires the following inputs: (i) price of the Company’s common stock; (ii) exercise price of the Tracking Warrant; (iii) the expected life of the instrument or derivative; (iv) risk-free interest rate; (v) estimated dividend yield, and (vi) estimated stock volatility. Assumptions used in the calculation require significant management judgment. |
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The following table sets forth the Level 3 inputs to the binomial lattice model that were used to determine the fair value of the Note, the Holder Redemption Option, and the Tracking Warrant: |
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| | March 29, | | | Issuance | | | | | | |
2014 | Date | | | | | |
Common stock price | | $ | 4.33 | | | $ | 4.3 | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | |
Exercise price of Tracking Warrant | | $ | 3.28 | | | $ | 3.28 | | | | | | |
Expected term | | | 2.5 years | | | | 2.5 years | | | | | | |
Risk-free interest rate | | | 1.7 | % | | | 1.6 | % | | | | | |
Estimated stock volatility | | | 35.1 | % | | | 35.4 | % | | | | | |
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In addition, the Company determined that the provision of the Note that permits Cartesian Limited to prepay the Note after 18 months if the trading price of the Company's common stock exceeds $5.50 per share for a specified period of time is an embedded derivative asset that requires bifurcation (the “Issuer Call Option”). The Company measured the fair value of the Issuer Call Option using a binomial lattice model. As of March 18, 2014, the fair value of the Issuer Call Option was determined to be immaterial. |
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The Holder Redemption Option has been determined to be an embedded derivative liability that must be bifurcated and recorded as a liability. In addition, the Company concluded that the Tracking Warrant requires liability classification. The Holder Redemption Option and Tracking Warrant liabilities are recorded at fair value on the Closing date and as of March 29, 2014, with changes in the fair value recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Because the vesting of the Incentive Warrant is contingent on future services to be provided by Elutions and the achievement of performance conditions by Elutions, the Company has determined that the fair value of the Incentive Warrant should be recognized as an expense over the future periods during which such Warrant is earned by Elutions. See Note 10, Subsequent Events, for a discussion of the amendment of the Investment Agreement and the amendment and restatement of the Tracking Warrant and Incentive Warrant which combined will result in a conversion of the Tracking Warrant to equity. |
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The proceeds from the transaction were $5,269,000 and were allocated to the instruments as reflected in the table below. The proceeds were allocated to the Holder Redemption Option and the Tracking Warrant based on the fair values of the liabilities. The remaining fair value was allocated to the Note and the shares issued based on their relative fair values. |
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Embedded Holder Redemption Option derivative liability | | $ | 277,000 | | | | | | | | | | |
Tracking Warrant liability | | | 1,259,000 | | | | | | | | | | |
Total proceeds allocated to liabilities based on fair values | | $ | 1,536,000 | | | | | | | | | | |
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Promissory Note | | $ | 2,004,000 | | | | | | | | | | |
Shares issued | | | 1,729,000 | | | | | | | | | | |
Total proceeds allocated based on relative fair values | | $ | 3,733,000 | | | | | | | | | | |
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Total proceeds allocated | | $ | 5,269,000 | | | | | | | | | | |
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There was a debt discount as a result of the relative fair values of the instruments and the allocation of proceeds to the instruments and derivative. |
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Face amount of Promissory Note | | $ | 3,269,000 | | | | | | | | | | |
Proceeds allocated to Promissory Note | | | 2,004,000 | | | | | | | | | | |
Debt discount | | $ | 1,265,000 | | | | | | | | | | |
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Amortization of the debt discount was $1,265,000 during the thirteen weeks ended March 29, 2014. The discount was recognized as Other Expense in the Consolidated Statements of Operations and Comprehensive Loss at the Closing due to the fact that the Note may be called by the holder at any time. |
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In addition, the Company incurred expenses in the amount of $392,000 as of March 29, 2014, related to the transaction. Transaction costs were allocated between the liability and equity components based on the proportion of the fair value of each component to total proceeds at issuance. $263,000 of these costs were allocated to liabilities and $129,000 were allocated to equities. The transaction costs allocated to liabilities are treated as debt issuance costs and were recognized as Other Expense in the Consolidated Statements of Operations and Comprehensive Loss at the Closing due to the fact that the Note may be called by the holder at any time. The transaction costs allocated to equity were treated as equity issuance costs and reduced equity at the time of issuance. |
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The Company measures the Tracking Warrant and Holder Redemption Option at fair value on a recurring basis and recognizes transfers, if any, within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. There have been no transfers between Level 1, 2 or 3 liabilities during the thirteen weeks ended March 29, 2014. |
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The Company has classified the Tracking Warrant and Holder Redemption Option as Level 3 liabilities. The Company reassesses the fair value of these liabilities on a quarterly basis. Based on that assessment, the Company recognized an increase of $17,000 in the fair value of these liabilities during the thirteen weeks ended March 29, 2014. |
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To determine the fair value of the Holder Redemption Option and Tracking Warrant, management evaluates assumptions that require significant judgment. Changes in certain inputs to the valuation model, including our period end stock price and stock volatility, can have a significant impact on the estimated fair value. The fair value recorded for the Holder Redemption Option and Tracking Warrant may vary significantly from period to period. This variability may result in the actual liability for a period either above or below the estimates recorded in our consolidated financial statements, resulting in significant fluctuations in other income (expense) as a result of the corresponding non-cash gain or loss recorded. |
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As of March 29, 2014, liabilities recorded at fair value on a recurring basis consist of the following (in thousands): |
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| | | | | Quoted prices in | | Significant other observable inputs | | Significant other unobservable inputs | |
active markets |
| | Total | | Level 1 | | Level 2 | | Level 3 | |
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Tracking Warrant | | $ | 1,292 | | $ | - | | $ | - | | $ | 1,292 | |
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Holder Redemption Option | | | 261 | | | - | | | - | | | 261 | |
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| | $ | 1,553 | | | - | | | - | | $ | 1,553 | |
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The following table summarizes changes to the fair value of the Tracking Warrant and Holder Redemption Option, which are Level 3 liabilities (in thousands): |
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| | Tracking | | Holder | | Total | | | | |
Warrant | Redemption | | | |
| Options | | | |
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Fair value at Closing, March 18, 2014 | | $ | 1,259 | | $ | 277 | | $ | 1,536 | | | | |
Total unrealized gains (losses) included in Other Expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss | | | 33 | | | -16 | | | 17 | | | | |
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Fair value at March 29, 2014 | | $ | 1,292 | | $ | 261 | | $ | 1,553 | | | | |
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