Debt | Debt As of September 30, 2016 , the Company maintained the 2016 Credit and Security Agreement and the Term Loan provided by the Credit Agreement. The following table summarizes the Company's outstanding borrowings: (in thousands) September 30, 2016 December 31, 2015 2016 Credit and Security Agreement (2013 Loan and Security Agreement as of December 31, 2015) $ 4,769 $ 3,278 Term Loan 4,046 5,000 Discount on Term Loan (1,500 ) (2,785 ) Unamortized debt issuance costs related to Term Loan (391 ) (163 ) Total debt 6,924 5,330 Short-term portion (6,924 ) (5,330 ) Total long-term debt, net $ — $ — The following table summarizes the components of interest expense for the three and nine month periods ended September 30, 2016 and 2015 : (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Interest expense on Term Loan (interest at LIBOR, plus 14%) $ 171 $ 188 $ 512 $ 342 Interest expense on 2013 Loan and Security Agreement — 20 49 24 Interest expense on 2016 Credit and Security Agreement 72 — 120 — Accretion of termination fees (over term of Term Loan at rate of 8%) 53 21 144 48 Amortization of debt issuance costs 103 48 226 328 Write-off of debt issuance costs related to 2013 Loan and Security Agreement — — 282 — Amortization of debt discount associated with the SWK warrants 479 185 1,286 429 Mark to market of SWK Warrant #2 — (74 ) 59 (74 ) Total $ 878 $ 388 $ 2,678 $ 1,097 2016 Credit and Security Agreement On April 29, 2016, the Company entered into the 2016 Credit and Security Agreement with SCM, as amended on August 15, 2016. The 2016 Credit and Security Agreement provides the Company with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The 2016 Credit and Security Agreement replaced the 2013 Loan and Security Agreement, eliminating the requirement of the Company to issue SWK Warrant #2 (as defined below) for the purchase of common stock valued at $1.25 million to SWK, the holder of the Company’s Credit Agreement. An early termination fee of $140,000 , approximately $30,000 of legal fees, and approximately $107,000 of other ordinary course fees were accelerated due to the termination of the 2013 Loan and Security Agreement and were rolled into the opening outstanding borrowings under the 2016 Credit and Security Agreement with SCM. The corresponding expense is reflected in transaction costs in the condensed consolidated statement of operations during the nine month period ended September 30, 2016 . In addition, approximately $0.3 million of unamortized debt issuance costs related to the 2013 Loan and Security Agreement were written off and recorded in interest expense in the condensed consolidated statement of operations during the nine month period ended September 30, 2016 . Under the terms of the 2016 Credit and Security Agreement, SCM makes cash advances to the Company in an aggregate principal at any one time outstanding not to exceed $7 million , subject to certain loan balance limits based on the value of the Company’s eligible collateral (the “Revolving Loan Commitment Amount”). The 2016 Credit and Security Agreement has a term of three years , expiring on April 29, 2019. As of September 30, 2016 , the Company had $4.8 million of outstanding borrowings under the 2016 Credit and Security Agreement with unused borrowing capacity of $1.1 million . As of November 10, 2016 , the Company had $5.3 million of outstanding borrowings, with unused borrowing capacity of $1.7 million . Any borrowings on the unused borrowing capacity are at the discretion of SCM. Borrowings under the 2016 Credit and Security Agreement bear interest at a fluctuating rate that when annualized is equal to the Prime Rate plus 5.5% , subject to increase in the event of a default. The Company paid SCM a $140,000 facility fee, and monthly, SCM will receive an unused line fee equal to one-half of one percent ( 0.5% ) per annum of the difference derived by subtracting (i) the greater of (x) the average daily outstanding balance under the Revolving Facility during the preceding month and (y) the Minimum Balance, from (ii) the Revolving Loan Commitment Amount and also a collateral management fee equal to one-half of one percent ( 0.5% ) per annum of the Revolving Loan Commitment Amount. As of September 30, 2016 , the remaining balance in debt issuance costs recorded in Other Assets on the condensed consolidated balance sheet was $0.3 million . Borrowings under the Agreement are secured by a security interest in all existing and after-acquired property of the Company, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory, and equipment. On August 15, 2016, the Company entered into the First Amendment to Credit and Security Agreement and Limited Waiver and Forbearance (the “First Amendment”), which required certain conditions to be satisfied as of September 30, 2016, for the First Amendment to become permanent. The First Amendment contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $34.0 million for the twelve months ended September 30, 2016, $38.0 million for the twelve months ending December 31, 2016, $41.0 million for the twelve months ending March 31, 2017, and $42.0 million for the twelve months ending each fiscal quarter thereafter. Adjusted EBITDA must not be less than negative $2.0 million for the nine months ended September 30, 2016, negative $0.5 million for the twelve months ending December 31, 2016, $0.5 million for the twelve months ending March 31, 2017, $0.9 million for the twelve months ending June 30, 2017, and $2.5 million for the twelve months ending each fiscal quarter thereafter. In addition, consolidated unencumbered liquid assets must not be less than $1 on the last day of the fiscal quarter ended September 30, 2016, $0.5 million on the last day of the fiscal quarter ending December 31, 2016, and $0.75 million on the last day of any fiscal quarter thereafter. The Company was not in compliance with the adjusted EBITDA covenant under the First Amendment as of September 30, 2016 . The Company and SCM are discussing the terms of a waiver of the covenant violation, but there can be no assurance that SCM will grant such a waiver. If the Company is unable to obtain a waiver, SCM could elect to accelerate the repayment of all amounts outstanding under the 2016 Credit and Security Agreement and exercise their remedies with respect to the Company’s collateral, which would have a material adverse impact on the Company’s business. Similar results could arise if the Company is unable to comply with financial covenants in the future and is unable to modify the covenants or find new or additional lenders. Credit Agreement In order to fund the Acquisition, the Company entered into the Credit Agreement with SWK on April 17, 2015, as amended on February 25, 2016, March 28, 2016, and August 15, 2016. The Credit Agreement provides the Company with a $5.0 million Term Loan. The proceeds of the Term Loan were used to pay certain fees and expenses related to the negotiation and consummation of the Purchase Agreement and the Acquisition described in Note 3 and general corporate purposes. The Company paid SWK an origination fee of $0.1 million . The Term Loan is due and payable on April 17, 2018. The Company is also required to make quarterly revenue-based payments in an amount equal to eight and one-half percent ( 8.5% ) of yearly aggregate revenue up to and including $20 million , seven percent ( 7% ) of yearly aggregate revenue greater than $20 million up to and including $30 million , and five percent ( 5% ) of yearly aggregate revenue greater than $30 million . The revenue-based payment will be applied to fees and interest, and any excess to the principal of the Term Loan. Revenue-based payments commenced in February 2016, and the maximum principal portion of the aggregate revenue-based payment is capped at $600,000 per quarter. The Third Amendment (defined below) waived the August 2016 payment and revised the November 2016 payment such that the maximum principal portion of the aggregate revenue-based payment is capped at $300,000 . The Company evaluated the application of ASC 470-50 and ASC 470-60 and concluded that the revised terms in the Third Amendment did not constitute a troubled debt restructuring, and the amendment was accounted for as a debt modification rather than a debt extinguishment. During the nine month period ended September 30, 2016 , the Company made principal payments to SWK of $1.0 million , and paid approximately $0.4 million of interest. The outstanding principal balance under the Credit Agreement bears interest at an adjustable rate per annum equal to the LIBOR Rate (subject to a minimum amount of one percent ( 1.0% )) plus fourteen percent ( 14.0% ) and is due and payable quarterly, in arrears, which commenced on August 14, 2015. Upon the earlier of (a) the maturity date on April 17, 2018, or (b) full repayment of the Term Loan, whether by acceleration or otherwise, the Company is required to pay an exit fee equal to eight percent ( 8% ) of the aggregate principal amount of all term loans advanced under the Credit Agreement. The Company is recognizing the exit fee over the term of the Term Loan through an accretion accrual to interest expense using the effective interest method. The Credit Agreement contains a cross-default provision that can be triggered if the Company has more than $0.25 million in debt outstanding under the 2016 Credit and Security Agreement and the Company fails to make payments to SCM when due or if SCM is entitled to accelerate the maturity of debt in response to a default situation under the 2016 Credit and Security Agreement, which may include violation of any financial covenants. As security for payment and other obligations under the 2016 Credit and Security Agreement, SCM holds a security interest in all of the Company's, and its subsidiary guarantors', existing and after-acquired property, including receivables (which are subject to a lockbox account arrangement), inventory and equipment. Additionally, SWK holds a security interest for final and indefeasible payment. The security interest held by SWK is in substantially all of the Company's assets and the Company's subsidiaries. In connection with the execution of the Credit Agreement, the Company issued SWK a warrant (the "SWK Warrant #1") to purchase 543,478 shares of the Company’s common stock. As part of the conditions in the Third Amendment (defined below), the Company modified the exercise price of the SWK Warrant #1 to $1.30 per share as of September 30, 2016, recording the change in fair value of the SWK Warrant #1 of $0.3 million in accumulated paid-in capital in the condensed consolidated balance sheet. The SWK Warrant #1 is exercisable after October 17, 2015, and up to and including April 17, 2022. The SWK Warrant #1 is exercisable on a cashless basis. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The warrant grants the holder certain piggyback registration rights. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the Term Loan to the warrant using the relative fair value method. Further, pursuant to the Credit Agreement, if the 2013 Loan and Security Agreement was not repaid in full and terminated, and all liens securing the 2013 Loan and Security Agreement were not released, on or prior to April 30, 2016, as amended in the First Amendment to the Credit Agreement dated February 25, 2016, the Company agreed to issue an additional warrant (the “SWK Warrant #2”) to SWK to purchase common stock valued at $1.25 million , with an exercise price of the closing price on April 30, 2016. In accordance with the relevant accounting guidance, the SWK Warrant #2 was determined to be an embedded derivative. The fair value of both of the SWK warrants at the inception of the Credit Agreement of approximately $3.6 million was recorded as a debt discount, and is being amortized through interest expense over the term of the Credit Agreement using the effective interest method. The Company valued both warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. For the SWK Warrant #1, the Company utilized volatility of 85.0% , a risk-free rate of 1.4% , dividend rate of zero , and term of 7 years, which is consistent with the exercise period of the Warrant. For the SWK Warrant #2, the Company utilized volatility of 80.0% , a risk-free rate of 2.1% , dividend rate of zero , and term of 7 years, which is consistent with the exercise period of the warrant. The requirement of the Company to issue the SWK Warrant #2 was eliminated when the Company entered into the 2016 Credit and Security Agreement with SCM, which is discussed further above. Accordingly, during the nine month period ended September 30, 2016 , the Company recorded $0.9 million in other income in the condensed consolidated statement of operations related to the write-off of the derivative liability associated with the SWK Warrant #2. On March 28, 2016, the Company entered into the Second Amendment to the Credit Agreement (the "Second Amendment") which required the Company to issue shares of its common stock, $0.04 par value, with a value of $100,000 to SWK, which the Company issued during the first quarter of 2016 and recorded as debt issuance costs as a direct deduction to short-term debt on the condensed consolidated balance sheet as of September 30, 2016 . On August 15, 2016, the Company entered into the Third Amendment to Credit Agreement and Limited Waiver and Forbearance (the “Third Amendment”), which required certain conditions to be satisfied as of September 30, 2016, for the Third Amendment to become permanent. The Third Amendment contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $34.0 million for the twelve months ended September 30, 2016, $38.0 million for the twelve months ending December 31, 2016, $41.0 million for the twelve months ending March 31, 2017, and $42.0 million for the twelve months ending each fiscal quarter thereafter. Adjusted EBITDA must not be less than negative $2.0 million for the nine months ended September 30, 2016, negative $0.5 million for the twelve months ending December 31, 2016, $0.5 million for the twelve months ending March 31, 2017, $0.9 million for the twelve months ending June 30, 2017, and $2.5 million for the twelve months ending each fiscal quarter thereafter. In addition, consolidated unencumbered liquid assets must not be less than $1 on the last day of the fiscal quarter ended September 30, 2016, $0.5 million on the last day of the fiscal quarter ending December 31, 2016, and $0.75 million on the last day of any fiscal quarter thereafter. The Company was not in compliance with the adjusted EBITDA covenant under the Third Amendment as of September 30, 2016 . The Company and SWK are discussing the terms of a waiver of the covenant violation, but there can be no assurance that SWK will grant such a waiver. If the Company is unable to obtain a waiver, SWK could elect to accelerate the repayment of all amounts outstanding under the Credit Agreement and exercise their remedies with respect to the Company’s collateral, which would have a material adverse impact on the Company’s business. Similar results could arise if the Company is unable to comply with financial covenants in the future and is unable to modify the covenants or find new or additional lenders. |