Annual report pursuant to Section 13 and 15(d)

Note 17 - Long-term Debt

v3.7.0.1
Note 17 - Long-term Debt
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Long-term Debt [Text Block]
17.
Long-Term Debt
 
On
October
31,
2014,
the Company and its subsidiary, Interpace LLC, entered into an agreement to acquire RedPath (the “Transaction”). In connection with the Transaction, the Company entered into a the RedPath Note. This RedPath Note was subsequently exchanged on
March
23,
2017.
See note
19,
Subsequent Events. Accordingly, the RedPath Note has been classified as long-term debt on the balance sheet with no current portion due.
 
Originally, the RedPath Note was
$11.0
million, interest-free and payable in
eight
equal consecutive quarterly installments beginning
October
 
1,
2016.
On
September
30,
the Company and the RedPath Equityholder Representative amended the RedPath Note to extend the due date of the
first
installment to
November
1,
2016.
Effective
October
31,
2016,
the Company and the RedPath Equityholder Representative amended the RedPath Note to further extend the due date of the
first
installment to
November
20,
2016.
On
November
16,
2016,
the Company and the RedPath Equityholder Representative amended the RedPath Note to extend the due date of the
first
installment to
December
31,
2016,
to add as an event of default the failure of the Company to maintain a minimum net cash balance from operations of no less than
$400,000,
excluding proceeds from borrowed money, at the end of every week and to add a reporting requirement for the Company to provide to the RedPath Equityholder Representative, on a weekly basis, a
13
-week cash flow forecast commencing
November
22,
2016.
On
December
29,
2016
the Company made the
first
installment payment under the amended agreement of approximately
$1.3
million. Subsequent payments on the RedPath Note were to be made on the
first
day of each fiscal quarter, beginning on
April
1,
2017.
   See Note
19,
Subsequent Events for updates to the RedPath Note.
 
In the
second
quarter of
2015,
the final working capital adjustment was made, reducing the balance of the RedPath Note to approximately
$10.7
million. In
December
2015,
pursuant to the sale of substantially all of the CSO business, the RedPath Note was amended so that the CSO sales proceeds would not have to be applied against the RedPath Note payable balance.
 
The obligations of the Company under the RedPath Note were guaranteed by the Company and its subsidiaries pursuant to a Guarantee and Collateral Agreement (the “Subordinated Guarantee”) in favor of the RedPath Equityholder Representative. Pursuant to the Subordinated Guarantee, the Company and its subsidiaries also granted a security interest in substantially all of their assets, including intellectual property, to secure their obligations to the RedPath Equityholder Representative. Based on the Company's incremental borrowing rate under its Credit Agreement, the fair value of the RedPath Note at the date of issuance was
$7.5
million. During the years ended
December
31,
2016
and
2015,
the Company accreted approximately
$0.8
million
and
$0.8
million into interest expense, respectively, for each period. As of
December
31,
2016,
the balance of the Note was approximately
$7.9
million and the unamortized discount was
$1.4
million.
 
In addition, the Company entered into the Credit Agreement with SWK Funding LLC (the “Agent”) and the lenders party thereto in connection with the Transaction in the aggregate principal amount of
$20.0
million (the “SWK Loan”). The maturity date of the SWK Loan was
October
 
31,
2020.
The Company received net proceeds of approximately
$19.6
million following payment of certain fees and expenses in connection with the Credit Agreement.
 
Upon the sale of substantially all of the CSO business on
December
22,
2015,
the Company used a portion of the net proceeds from the transaction to pay the balance of the outstanding SWK Loan in the aggregate principal amount of
$20.0
million, and an exit fee and expenses of approximately
$1.6
million. In connection with the termination of the Credit Agreement, the Guarantee and Collateral Agreement, dated
October
31,
2014,
by the Company and certain of its subsidiaries in favor of the Agent was also terminated on
December
22,
2015.