Debt | 3 Months Ended |
Sep. 30, 2013 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt |
Loan and Security Agreement with Silicon Valley Bank |
On March 29, 2010, the Company entered into an amended and restated loan and security agreement with Silicon Valley Bank. The agreement was amended on December 27, 2011 to increase the size of the facility, and subsequently amended on June 29, 2012 to modify financial covenants and reduce the interest rate and other fees, and on May 10, 2013 to modify financial covenants. The agreement, as amended, includes a $12,000 term loan and a $15,000 line of credit. The terms of each of these loans are as follows: |
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• | The $12,000 term loan has an initial interest rate of 8.0%, which can be reduced to 7.0% based on the achievement of positive EBITDA for the trailing six month period. The term loan has a maturity of 36 months, with repayment terms that include interest only payments during the first six months, followed by 30 equal principal payments of $400 plus interest, and a final payment of $100 due at maturity. This term loan also includes an acceleration provision that requires the Company to pay the entire outstanding balance, plus a penalty ranging from 1.0% to 3.0% of the commitment amount, upon prepayment or the occurrence and continuance of an event of default. The balance outstanding on the term loan at September 30, 2013 was $5,847 net of the unamortized discount associated with warrants issued to Silicon Valley Bank in connection with the loan. The unamortized discount associated with warrants and other fees paid to the lender are being amortized over the 36 month maturity period. | | | | | | |
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• | The $15,000 line of credit expires on June 30, 2014 and has a floating interest rate equal to the Wall Street Journal’s prime rate, plus 1.25%, with an interest rate floor of 4.5%. Interest on borrowings is due monthly and the principal balance is due at maturity. Borrowings on the line of credit are based on 85% of eligible accounts. Accounts receivable receipts are deposited into a lockbox account in the name of Silicon Valley Bank. The line of credit is subject to non-use fees, annual fees, and cancellation fees. There was not an outstanding balance on the line of credit at September 30, 2013. | | | | | | |
Borrowings from Silicon Valley Bank are secured by all of the Company’s assets. The borrowings are subject to prepayment penalties and financial covenants, including maintaining certain liquidity and fixed charge coverage ratios. The Company was in compliance with all financial covenants as of September 30, 2013. Any non-compliance by the Company under the terms of debt arrangements could result in an event of default under the Silicon Valley Bank loan, which, if not cured, could result in the acceleration of this debt. |
Loan and Security Agreement with Partners for Growth |
On April 14, 2010, the Company entered into a loan and security agreement with Partners for Growth III, L.P. (PFG), as amended on August 23, 2011, December 27, 2011, June 30, 2012, and May 10, 2013. The amended agreement provides that PFG will make loans to the Company up to $5,000. The agreement has a maturity date of April 14, 2015. The loans bear interest at a floating per annum rate equal to 2.75% above Silicon Valley Bank’s prime rate, and such interest is payable monthly. The principal balance of and any accrued and unpaid interest on any notes are due on the maturity date and may not be prepaid by the Company at any time in whole or in part. |
As of September 30, 2013, PFG has provided the Company with the following four loans totaling $4,500 that are outstanding: |
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Date of Loan | Amount | | Conversion |
of Loan | Price |
7-Feb-13 | $ | 1,000 | | | $ | 15.26 | |
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19-Feb-13 | $ | 1,500 | | | $ | 15.53 | |
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27-Feb-13 | $ | 1,500 | | | $ | 15.8 | |
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6-Mar-13 | $ | 500 | | | $ | 15.94 | |
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At any time prior to the maturity date, PFG may at its option convert any of the outstanding loans into shares of the Company’s common stock at the applicable conversion price, which in each case equals the ten-day volume weighted average price per share of the Company’s common stock prior to the issuance date of each note. The Company may also effect at any time a mandatory conversion of amounts, subject to certain terms, conditions and limitations provided in the agreement, including a requirement that the ten-day volume weighted average price of the Company’s common stock prior to the date of conversion is at least 15% greater than the conversion price. The Company may reduce the conversion price to a price that represents a 15% discount to the ten-day volume weighted average price of its common stock to satisfy this condition and effect a mandatory conversion. The Company recorded an expense of $61 for the three months ended September 30, 2013 related to the change in fair value of the conversion options on all outstanding loans. This amount is a component of interest and other, net on the accompanying statement of operations. The balance outstanding under the loan and security agreement at September 30, 2013 was $4,719 including the net unamortized premium. The net unamortized premium associated with the loan, a beneficial conversion feature, and other fees paid to the lender is being amortized over the remaining maturity period. |
For the three months ended September 30, 2013, PFG loan conversion activity was as follows: |
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Date of Conversion | Amount | | Shares Issued | |
Converted | Upon Conversion | |
14-Aug-13 | $ | 500 | | | 32,679 | | |
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The loans are secured by certain of the Company’s assets, and the agreement contains customary covenants limiting the Company’s ability to, among other things, incur debt or liens, make certain investments and loans, effect certain redemptions of and declare and pay certain dividends on its stock, permit or suffer certain change of control transactions, dispose of collateral, or change the nature of its business. In addition, the PFG loan and security agreement contains financial covenants requiring the Company to maintain certain liquidity and fixed charge coverage ratios. The Company was in compliance with all financial covenants at September 30, 2013. If the Company does not comply with the various covenants, PFG may, subject to various customary cure rights, decline to provide additional loans, require amortization of the loan over its remaining term, or require the immediate payment of all amounts outstanding under the loan and foreclose on any or all collateral, depending on which financial covenants are not maintained. |
As of September 30, 2013, debt maturities were as follows: |
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Nine months ended June 30, 2014 | $ | 3,850 | | | | | |
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2015 | 6,900 | | | | | |
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Total | $ | 10,750 | | | | | |
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Less: Current Maturities | (5,074 | ) | | | | |
Long-Term Debt (excluding net unamortized premium) | $ | 5,676 | | | | | |
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Add: Net Unamortized Premium | 66 | | | | | |
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Long-term debt | $ | 5,742 | | | | | |
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Subsequent to September 30, 2013, PFG converted the $1,000 loan dated February 7, 2013 for 65,530 shares of the Company's common stock at a conversion price of $15.26 and the $1,500 loan dated February 19, 2013 for 96,586 shares of the Company’s common stock at a conversion price of $15.53. |