Subsequent Events | 9 Months Ended |
Sep. 30, 2014 |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 13 – Subsequent Events: |
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or unrecognized subsequent events that have required adjustment or disclosure in the financial statements other than as disclosed below: |
On October 3, 2014, the Company declared a stock split of 0.7396 shares for each share of common stock. Per the terms of the convertible Preferred Stock C, this stock split results in a proportional adjustment to the conversion ratio of each series of convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto, have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the preferred stock conversion ratio. |
On October 23 2014, the Company increased the borrowing availability on its revolving note payable from $22.0 million to $27.0 million and drew an additional $2.0 million to increase the borrowed principal to $24.0 million from $22.0 million at September 30, 2014. |
On October 23, 2014, the Company issued $2.0 million in aggregate principal amount of convertible notes to certain of its stockholders, which, beginning on December 7, 2014, accrue interest at a rate of 15%, compounded annually. The convertible notes were issued at 98% of par and are convertible into Preferred Stock Series C at a price of $5.25 per share, at the option of the holder, at any time after December 31, 2014 if the convertible notes remain outstanding. The convertible notes mature on November 1, 2017. |
IPO |
On November 13, 2014, the Company closed its IPO, in which it sold 11,979,167 shares of common stock, including 1,562,500 shares of common stock issued as a result of the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $15.00 per share. The aggregate amount of consideration for shares sold in the offering was $179.7 million. The Company raised approximately $164.1 million in net proceeds after deducting underwriting discounts and commissions of $12.6 million and estimated fees and expenses related to the offering. |
Immediately prior to the closing of the IPO, the Company converted outstanding fees under the guarantee into 2,477,713 shares of Preferred Stock Series C for a total of 14,963,658 shares of Preferred Stock Series C outstanding, and then converted all of its outstanding shares of Preferred Stock Series C into 11,067,090 shares of common stock. |
Immediately following the consummation of the IPO, the Company redeemed all outstanding shares of Preferred Stock Series B for $35 million in cash. |
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Immediately prior to the consummation of the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State and adopted its Amended and Restated Bylaws. The Amended and Restated Certificate of Incorporation authorizes 300,000,000 shares of capital stock, of which 200,000,000 shares, par value $0.001 per share, are common stock and 100,000,000 shares, par value $0.001 per share, are preferred stock. |
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Immediately following the closing of the IPO on November 13, 2014, the Company made the following debt and Preferred Series B payments: |
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· | Redeemed 112,160 outstanding Preferred Stock Series B shares, including cumulative dividends, for a cash payment of $35.0 million. |
· | Paid down the $62.5 Million Revolving Note Payable and accrued interest of $0.2 million. |
· | Paid down the outstanding $24.0 million on the $27.0 Million Revolver and accrued interest of $0.2 million. |
· | Paid down the $1.5 Million 10% Note and accrued interest of $0.9 million. |
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On November 13, 2014, the Company entered into senior secured credit facilities with City National Bank comprising a 5-year $18.0 million term facility (the “Term Facility”), a 3-year $10.0 million revolving facility (the “Revolving Facility”) and a $12.0 million additional term loan commitment earmarked primarily for capital expenditures (the “Capex Commitments” and together with the Term Facility and Revolving Facility, the “Credit Facilities” and such loan agreement, the “Loan Agreement”). Upon closing the Credit Facilities, the Company had $18.0 million of aggregate principal amount outstanding under the Term Facility. |
Any drawn Capex Commitments will mature on the fifth anniversary of the execution of the Loan Agreement. Any undrawn Capex Commitments will expire on the second anniversary of the execution of the agreement. Under the terms of the Loan Agreement, the commitments for the Revolving Facility may be increased up to $20.0 million subject to certain conditions. |
Borrowings under the Credit Facilities will bear interest at variable rates depending on the Company’s election, either at a base rate or at LIBOR, in each case, plus an applicable margin. The initial applicable margin will be 3.75% for base rate loans and 4.75% for LIBOR loans. Thereafter, subject to the Company’s leverage ratio, the applicable base rate margin will vary from 2.75% and 3.75% and the applicable LIBOR rate margin will vary from 3.75% and 4.75%. In addition, the Company will also be required to pay customary fees and expenses for the Credit Facilities. |