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INDEBTEDNESS
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
INDEBTEDNESS

12. INDEBTEDNESS

Term Loan

In July 2017, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit and Security Agreement”) which provides a term loan (“July 2017 Term Loan”) of $60.0 million with MidCap Financial Trust (“MidCap”). Borrowings under the Amended and Restated Credit and Security Agreement bear interest at a rate per annum equal to 6.25%, plus the one-month London Interbank Offered Rate (“LIBOR”). In addition to paying interest on the outstanding principal under the Amended and Restated Credit and Security Agreement, the Company paid an origination fee equal to 0.50% of the amount of the term loan when advanced under the Amended and Restated Credit and Security Agreement and will be liable for a final payment fee equal to 2.00% of the amount borrowed under the Amended and Restated Credit and Security Agreement when the July 2017 Term Loan is fully repaid. Commencing on July 1, 2018, and continuing for the remaining thirty six months of the facility, the Company will be required to make monthly principal payments of approximately $0.8 million, set forth in the Amended and Restated Credit and Security Agreement, subject to certain adjustments as described therein. The facility matures in July 2021.

The Company may voluntarily prepay outstanding loans under the Amended and Restated Credit and Security Agreement at any time, provided that the Company may not prepay an amount that is less than the total of all of the credit extensions and other related obligations under the Amended and Restated Credit and Security Agreement then outstanding. In the event of a permitted prepayment, the Company is obligated to pay a prepayment fee equal to the following:

 

3.00% of the outstanding principal of such advance, if the prepayment is made within twelve months of the closing date;

 

2.00% of the outstanding principal of such advance, if the prepayment is made on or after the date which is twelve months after the closing date of such advance through the date which is twenty-four months after the closing date of such advance; and

 

1.00% of the outstanding principal of such advance, if the prepayment is made on or after the date which is twenty-four months after the closing date of such advance through the date immediately preceding the maturity date.

The Amended and Restated Credit and Security Agreement contains both affirmative and negative covenants. Affirmative covenants include government compliance, reporting requirements, maintaining property, making tax payments, maintaining insurance, cooperating during litigation, etc. Additionally, the Company is required to maintain an amount of cash and/or cash equivalents equal to not less than 75% of the sum of the outstanding principal amounts under both the Amended and Restated Credit and Security Agreement and the Revolving Credit Agreement (defined below). Negative covenants include restrictions on asset dispositions, mergers or acquisitions, indebtedness, liens, distributions, transactions with affiliates and other restrictions. The Amended and Restated Credit and Security Agreement includes customary events of default, including cross defaults and material adverse change. Additionally, the Company's failure to be compliant with the affirmative or negative covenants or make payments when they become due will result in an event of default.

After paying off certain debt issuance costs, the Company received net proceeds of $29.1 million related to the July 2017 Term Loan, $9.2 million of which was used to pay off the outstanding balance of the term loan that was taken out in June 2015 (“June 2015 Term Loan”). In connection with the July 2017 Term Loan, the Company recorded $30.0 million as long-term debt in the unaudited condensed consolidated balance sheet as of September 30, 2017. In addition, debt issuance costs of $1.1 million related to the July 2017 Term Loan were recorded as a direct deduction to the carrying value of the July 2017 Term Loan in the unaudited condensed consolidated balance sheet as of September 30, 2017. These costs are being amortized to interest expense using the effective interest method over the term of the loan.

Revolving Line of Credit

In July 2017, the Company entered into a revolving credit and security agreement (the “Revolving Credit Agreement”) which provides an aggregate revolving loan commitment of $40.0 million (which may be increased by an additional tranche of $20.0 million) with MidCap. Borrowings under the Revolving Credit Agreement bear interest at a rate of 3.95%, plus the one-month LIBOR. In addition to paying interest on the outstanding principal under the Revolving Credit Agreement, the Company paid $0.2 million of origination fee, which was 0.50% of the amount of the revolving loan. The Company recognized this origination fee as other asset and it is being amortized to interest expense over the term of the line-of-credit. Additionally, the Company is liable for unused line fees, minimum balance fees, collateral fees, deferred revolving loan original fees, etc. This facility matures in July 2021. The Company may voluntarily prepay the outstanding revolving loans under the Revolving Credit Agreement in whole or in part provided that the prepayment shall be in certain amounts as specified therein. As of September 30, 2017, the outstanding balance of the revolving line of credit is approximately $1.0 million.

Mortgage Loans

The Company has two loans outstanding which bear interest at 4.75%, mature in February 2027 and are collateralized by the Airport Facility in Corvallis, Oregon. At September 30, 2017, these loans had unpaid principal balances of $0.8 million and $0.5 million, for a total indebtedness of $1.3 million, and were presented as current portion of long-term debt on the unaudited condensed consolidated balance sheet.

For the three and nine months ended September 30, 2017, the Company recognized $0.8 million and $1.2 million of interest expense related to all outstanding loans, respectively. The following table summarizes the components of the long-term debt recorded for the period indicated:

 

 

As of

September 30,

2017

 

 

As of

December 31,

2016

 

 

(in Thousand)

 

Principal amount of the 2017 Term Loan

$

30,000

 

 

$

 

Principal amount of the 2015 Term Loan

 

 

 

 

15,000

 

Unamortized debt issuance expense

 

(1,037

)

 

 

(223

)

Net carrying value of term loan

 

28,963

 

 

 

14,777

 

Other loans

 

2,319

 

 

 

1,373

 

Total long-term debt

$

31,282

 

 

$

16,150

 

The following table summarizes the total payments under the Company’s debt arrangements:

 

 

Term Loan (1)

 

 

Mortgage

Loans (1)

 

 

Revolver (1)

 

 

Total

 

 

(in thousands)

 

2017

$

573

 

 

$

1,307

 

 

$

1,026

 

 

$

2,906

 

2018

 

6,389

 

 

 

 

 

 

 

 

 

6,389

 

2019

 

11,611

 

 

 

 

 

 

 

 

 

11,611

 

2020

 

10,855

 

 

 

 

 

 

 

 

 

10,855

 

2021

 

5,980

 

 

 

 

 

 

 

 

 

5,980

 

Total Payments

$

35,408

 

 

$

1,307

 

 

$

1,026

 

 

$

37,741

 

 

(1)

Includes interest