Loan Agreements | LOAN AGREEMENTS 2014 Loan Agreement, 2015 Loan Amendment and 2016 Loan Amendment In April 2014, Alimera Sciences Limited (Limited), a subsidiary of the Company, entered into a loan and security agreement (2014 Loan Agreement) with Hercules providing for a term loan of up to $35,000,000 (2014 Term Loan) which Limited and Hercules amended in November 2015 (the 2015 Loan Amendment and, together with the 2014 Loan Agreement and the 2016 Loan Amendment (as defined below), the Term Loan Agreement). Under the 2014 Loan Agreement, Hercules made an advance in the initial principal amount of $10,000,000 to Limited at closing to provide Limited with additional working capital for general corporate purposes and to repay a 2013 term loan with Silicon Valley Bank. Hercules made an additional advance of $25,000,000 to Limited in September 2014, following the approval of ILUVIEN by the FDA to fund the pSivida Milestone Payment. The 2014 Loan Agreement provided for interest only payments through November 2015. Interest on the 2014 Term Loan accrues at a floating per annum rate equal to the greater of (i) 10.90% , or (ii) the sum of (A) 7.65% , plus (B) the prime rate. Following the interest only period the 2014 Term Loan was due and payable to Hercules in equal monthly payments of principal and interest through May 1, 2018. The interest rate on the Term Loan Agreement was 11.15% as of June 30, 2016. In connection with the initial advance under the 2014 Loan Agreement, Limited paid to Hercules a facility charge of $262,500 and incurred legal and other fees of approximately $383,000 . Limited incurred approximately $375,000 in additional fees in connection with the second advance. If Limited repays the 2014 Term Loan prior to maturity, it will pay Hercules a prepayment penalty of 1.25% of the total principal amount repaid. In November 2015, Limited and Hercules amended the 2014 Term Loan to extend the interest only payments through May 2017. Beginning in June 2017, Limited will make 11 equal monthly payments of principal and interest based upon a 30 -month amortization schedule followed by a final payment of all remaining outstanding principal and interest in May 2018. In connection with the 2015 Loan Amendment, Limited paid to Hercules an amendment fee of $262,500 and agreed to make an additional payment of $1,050,000 , equal to 3% of the 2014 Term Loan at the time of the final payment in May 2018 (End of Term Payment). Limited and the Company, on a consolidated basis with the Company’s other subsidiaries, agreed to customary affirmative and negative covenants and events of default in connection with these arrangements. The occurrence of an event of default could result in the acceleration of Limited’s obligations under the Term Loan Agreement and an increase to the applicable interest rate and would permit Hercules to exercise remedies with respect to the collateral under the Term Loan Agreement. In connection with the 2015 Loan Amendment, Limited agreed to covenants regarding certain revenue thresholds and a liquidity threshold of $20,000,000 for the Company of which at least $10,000,000 had to be in cash. In January 2016, the revenue threshold covenant was not met by the Company. As a result, in March 2016, Limited entered into an additional loan amendment with Hercules, which further amended certain terms of the Term Loan Agreement (the 2016 Loan Amendment). In conjunction with the 2016 Loan Amendment, Hercules waived the covenant violation. The 2016 Loan Amendment amended the revenue covenant to a rolling three-month calculation to first be measured for the three months ended May 31, 2016. In addition, the 2016 Loan Amendment increased the liquidity covenant, requiring the Company to keep at least $25,000,000 in liquid assets, with a minimum of $17,500,000 in cash. However, in any month in which the Company has $25,000,000 in cash, the revenue requirement will be waived. Upon execution of the 2016 Loan Amendment, Limited paid Hercules an amendment fee of $350,000 and agreed to increase the End of Term Payment to $1,400,000 from $1,050,000 , which is payable on the date that the 2014 Term Loan is paid in full. The Company concluded the 2016 Loan Amendment resulted in a substantial modification of the terms of debt when considered with the 2015 Loan Amendment in accordance with the guidance in ASC 470-50, Debt. As a result, the Company accounted for the 2016 Loan Amendment as an extinguishment and recognized a loss on early extinguishment of debt of approximately $2,564,000 within the consolidated statement of operations for the six months ended June 30, 2016. The loss on early extinguishment consisted primarily of the unamortized debt discount associated with the warrant and debt issuance costs incurred prior to the 2016 Loan Amendment, the incremental fair value of the warrant as a result of the modifying the terms of the warrant and the debt issuance costs of $360,000 paid to Hercules for the 2016 Loan Amendment. In July 2016, the Company obtained a waiver of the requirements of the liquidity covenant (the Waiver) because the Company was not in compliance with the liquidity covenant as of June 30, 2016. The Waiver cured the default of the liquidity covenant currently existing under the Term Loan Agreement and modified the liquidity requirement so that Limited and the Company must keep at least $20,000,000 in liquid assets, consisting of cash and accounts receivable from customers in the U.S. with a minimum of $12,500,000 in cash. In addition, the Waiver modified the three-month revenue covenant so that it was not measured at July 31, 2016 and reduced the three-month revenue target to be measured at August 31, 2016. Following execution of the Waiver, Limited will pay to Hercules a weekly ticking fee equal to 0.05% multiplied by the outstanding principal amount. The weekly ticking fee will no longer be payable if the Company raises $15,000,000 in equity following the date of the Waiver. Further, Limited agreed that it will pay Hercules a fee of $350,000 , which amount will be paid no later than September 1, 2016. The Company’s current financial forecast for 2016 projects that the Company must obtain alternative or additional financing or it is probable that the Company will not be able to comply with its financial covenants in the future. While Hercules may waive compliance with financial covenants in the future, there can be no certainty that this will be the case. The Company is currently pursuing alternatives with various lenders and investors and has an at-the-market offering in place under which it can sell up to approximately $33,784,000 of its common stock as of June 30, 2016. However, the ability of the Company to comply with any of its financial covenants cannot be assured. If the Company does not maintain compliance with any of its financial covenants, Hercules could demand immediate repayment in full of the $35,000,000 under the 2014 Term Loan and make the End of Term Payment. As a result, the 2014 Term Loan and the End of Term Payment have been classified as current liabilities in the accompanying consolidated balance sheets at June 30, 2016 and December 31, 2015. Limited’s obligations to Hercules are secured by a first priority security interest in substantially all of Limited’s assets, excluding intellectual property. Hercules does, however, maintain a negative pledge on Limited’s intellectual property requiring Hercules’ consent prior to the sale of such intellectual property. The Company and certain of the Company’s other subsidiaries are guarantors of the obligations of Limited to Hercules under the Term Loan Agreement pursuant to separate guaranty agreements between Hercules and each of Limited and such subsidiaries (Guaranties). Pursuant to the Guaranties, the Company and these subsidiaries granted Hercules a first priority security interest in substantially all of their respective assets excluding intellectual property. The Term Loan Agreement also places limitations on the Company ’ s ability to declare or pay any dividend or distribution on any shares of capital stock. In connection with Limited entering into the 2014 Loan Agreement, the Company entered into a warrant agreement with Hercules to purchase up to 285,016 shares of the Company’s common stock at an exercise price of $6.14 per share. Sixty percent of the warrant was exercisable at the closing in April 2014 and the remaining forty percent became exercisable upon the funding of the additional $25,000,000 to Limited in September 2014. Further, the Company agreed to amend the warrant agreement in connection with the 2015 Loan Amendment to increase the number of shares issuable upon exercise to 660,377 and decrease the exercise price to $2.65 per share. In connection with the 2016 Loan Amendment, the Company agreed to further amend the warrant agreement to increase the number of shares issuable upon exercise to 862,069 and decrease the exercise price to $2.03 per share. In connection with the Waiver, the Company agreed to further amend the warrant agreement again to increase the number of shares issuable upon exercise to 1,258,993 and decrease the exercise price to $1.39 per share. Fair Value of Debt The weighted average interest rates of the Company’s notes payable approximate the rate at which the Company could obtain alternative financing; therefore, the carrying amount of the notes approximated their fair value at June 30, 2016 and December 31, 2015. |