Quarterly report pursuant to Section 13 or 15(d)

Borrowings

v3.19.2
Borrowings
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Borrowings

NOTE 5 —Borrowings

Senior Credit Agreement

The Company has a loan and security agreement (“LSA”) with East West Bank (the “Senior Lender”). The maximum borrowings available under the line of credit is $8,000 and will bear interest at 1% plus the Prime Rate with a maturity date of May 2019.

As of both March 31, 2019 and December 31, 2018, the Company had remaining borrowing capacity of $8,000 against the line of credit.

Long-Term Debt

Riley Loan— On October 26, 2017 (the “Effective Date”), the Company entered into a Subordinated Term Loan and Security agreement (the “Loan Agreement”) with B. Riley Principal Investments, LLC (“BRPI”), an affiliate of B. Riley Financial, Inc., a shareholder of the Company. Under the original Loan Agreement, the Company could borrow principal up to $10,000 via a subordinated secured convertible promissory note (the “Convertible Note”), with an optional conversion feature as described below.

During the year ended December 31, 2018, the Company amended the Loan Agreement to increase the available aggregate principal borrowings to $12,000. The 2018 amendments did not change the terms of the original Loan Agreement other than to provide a waiver of the defined prepayment penalties if any repayment does not reduce the principal amount outstanding below $10,000. The Loan Agreement, as amended, matures on September 1, 2022 (the “Maturity Date”) and carries a stated interest rate of 10% and provided that the first year of interest be compounded into the principal on October 26, 2018, with interest-only payments beginning thereafter.

 

As of both March 31, 2019 and December 31, 2018, the total outstanding borrowings under the Loan Agreement, as amended, was $12,000 and total accrued interest outstanding was $1,001.

Optional Conversion— On November 2, 2018, in conjunction with the Company’s conversion of all of its outstanding shares of preferred stock into shares of common stock (See Note 6) and the 15-to-1 reverse stock split, the Company amended the optional conversion terms of its existing Convertible Note. As amended the Convertible Note provides that at any time, on or prior to the Maturity Date, BRPI may elect to convert principal amounts outstanding, including accrued interest, as limited below, into shares of common stock at $8.87 per share. The number of shares of common stock to be issued upon conversion is limited to the sum of (A) the lesser of (i) the principal outstanding and (ii) the aggregate principal amount borrowed under the Loan Agreement to date multiplied by the Designated Percentage as described below, and (B) accrued interest. The “Designated Percentage” is one hundred percent (100%) if the conversion date is prior to the first anniversary of the Effective Date, seventy-five percent (75%) in Year 2 of the Loan Agreement, fifty percent (50%) in Year 3, twenty-five percent (25%) in Year 4, and twelve and a half of percent (12.5%) in the final year of the Loan Agreement on or prior to the Maturity Date.

 

Promissory Notes Payable—In 2014 and 2017, the Company entered into agreements with one of its suppliers, whereby certain of its trade payables for royalties and royalty up-front payments were converted to payment plans. In December 2018, the Company amended its accounts payable financing agreements, effective January 1, 2019, which provides for the $736 outstanding balance to be paid in twenty equal quarterly installments. The amounts due under these agreements would be paid in quarterly installments over periods from two to four years, with interest ranging up to 8%. Remaining balances are $619 and $718 at March 31, 2019 and December 31, 2018, respectively.

Other Financing Arrangements—In 2017, the Company entered three financing arrangements totaling approximately $472 with remaining maturity dates of June 2020 and August 2020. As of March 31, 2019 and December 31, 2018, the remaining balances are $184 and $238, respectively.

Future aggregate annual principal payment on all long-term debt, excluding discount of $418, are as follows for the next 5 years as of March 31, 2019:

 

Year Ending, December 31st,

 

 

 

 

2019

 

$

148

 

2020

 

 

224

 

2021

 

 

144

 

2022

 

 

13,145

 

2023

 

 

143

 

 

 

$

13,804