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Indebtedness
3 Months Ended
Mar. 31, 2012
Indebtedness [Abstract]  
Indebtedness

6. INDEBTEDNESS

On May 1, 2009 the Company and Silicon Valley Bank ("SVB") entered into a Loan and Security Agreement (the "Agreement") that provided for a term loan and a revolving credit facility under which the Company could borrow a maximum of $10,000,000. The Company could borrow up to $10,000,000 under the revolving loan facility with the availability subject to a borrowing base formula. On May 1, 2009 the Company borrowed the maximum amount of $6,500,000 under the term loan. In connection with the term loan, SVB received a warrant to purchase 371,732 shares of the Company's common stock at $1.224 per share, exercisable for a term of ten years (the "Warrant"). The Warrant was immediately exercisable and was exercised via a net share settlement exercise on October 6, 2009, resulting in the issuance of 276,143 shares of the Company's common stock. The Agreement also included up to a $1,000,000 sublimit for stand-by letters of credit.

On November 4, 2009, effective September 30, 2009, the Company entered into a Consent, Waiver and First Loan Modification Agreement with SVB, which amended, among other things, the financial covenants in the Agreement. On March 26, 2010 the Company entered into a Waiver and Second Loan Modification Agreement with SVB, which amended, among other things, the financial covenants in the Agreement and waived a compliance violation which occurred during February 2010.

On September 13, 2010 the Company entered into an Amended and Restated Loan and Security Agreement with SVB and an Export-Import Bank Loan and Security Agreement (the "Amended Agreement"). The Amended Agreement increased the Company's credit facility from $10,000,000 to approximately $14,000,000. The Amended Agreement also increased the Company's borrowing capacity under the revolving loan facility by expanding total availability, eliminating a term loan reserve requirement, adding a sublimit secured by certain of the Company's foreign accounts receivable and inventory up to $2,000,000 and adding incremental borrowing availability secured by a portion of the Company's domestic inventory. Interest on the term loan portion accrued at a rate of 10.0% per year, and interest on the revolving loan accrued at a fluctuating rate equal to SVB's announced prime rate of interest, subject to a floor of 4.0%, plus between 1.0% and 2.0%, depending on the Company's Adjusted Quick Ratio (as defined in the Agreement). Principal on the term loan was being paid over 36 months in equal principal payments of $180,556 plus applicable interest. The Amended Agreement was to mature on April 30, 2012 and was secured by all of the Company's assets, including intellectual property.

On March 15, 2011 the Company and SVB entered into a First Loan Modification Agreement (the "First Loan Modification Agreement") and an Export-Import Bank First Loan Modification Agreement (the "First Ex-Im Agreement" and, collectively with the First Loan Modification Agreement, the "First Modification Agreements") which set forth certain amendments to the Company's credit facility with SVB. The First Loan Modification Agreement provided for a new $7,500,000 term loan. The proceeds from the term loan were used to repay the amount outstanding under the existing SVB term loan of $2,500,000. The balance was invested in short-term investments. The modified term loan had a five-year term. Principal payments in the amount of $125,000, together with accrued interest, were due and payable monthly. The modified term loan accrued interest at a fixed rate of 6.75%.

The First Modification Agreements also provided for a two-year extension of the maturity date of the existing revolving credit facility from April 30, 2012 to April 30, 2014. The applicable borrowing rate was reduced to 0.25% to 0.75% above the prime rate. The maximum borrowing amount under the revolving facility remained at $10,000,000.

On February 2, 2012 the Company and SVB entered into a Second Loan Modification Agreement (the "Second Loan Modification Agreement") and an Export-Import Bank Second Loan Modification Agreement (the "Second Ex-Im Agreement" and, collectively with the Second Loan Modification Agreement, the "Second Modification Agreements") which set forth certain amendments to the Company's credit facility with SVB. The Second Modification Agreements provided for a new $10,000,000 term loan in addition to the $10,000,000 revolving loan. The proceeds from the term loan were used to repay the amount outstanding under the existing SVB term loan of $6,125,000. The balance was invested in cash and cash equivalents and short-term investments. This further modified term loan has a five year term, and principal payments in the amount of $166,667, together with accrued interest, are due and payable monthly. The further modified term loan accrues interest at a fixed rate of 6.75%.

The Second Modification Agreements also provided for a change to a Liquidity Ratio covenant to replace the existing Adjusted Quick Ratio covenant. The applicable borrowing rate on the revolving facility is 0.25% to 1.25%, as determined by the Liquidity Ratio.

The Amended Agreement, as modified, contains covenants that include, among others, covenants that limit the Company's and its subsidiaries' ability to dispose of assets, enter into mergers or acquisitions, incur indebtedness, incur liens, pay dividends or make distributions on the Company's capital stock, make investments or loans, and enter into certain affiliate transactions, in each case subject to customary exceptions for a credit facility of this size and type. Additional covenants apply when the Company has outstanding borrowings under the revolving loan facility or when the Company achieves specific covenant milestones. Financial covenants under the credit facility, as amended, include a minimum EBITDA, a limitation on capital expenditures, and a minimum liquidity ratio. Further, a minimum fixed charge ratio applies when the Company achieves specific covenant milestones. The occurrence of an event of default could result in an increase to the applicable interest rate by 3.0%, an acceleration of all obligations under the Agreement, an obligation of the Company to repay all obligations in full, and a right by SVB to exercise all remedies available to it under the Agreement and related agreements including the Guaranty and Security Agreement. As of and for the period ended March 31, 2012 the Company was in compliance with all of the financial covenants of the amended and modified credit facility. In addition, if the guarantee by the Export-Import Bank of the United States ceases to be in full force and effect, the Company must repay all loans under the Export-Import agreement.

As of March 31, 2012 the Company had no borrowings under the revolving credit facility and had borrowing availability of approximately $8,468,000. Also, as of March 31, 2012, $9,833,333 was outstanding under the term loan, which included $2,000,000 classified as current maturities of long-term debt.

The Warrant that was issued with the initial SVB Agreement had been recorded as a discount on long-term debt at its fair value and was being amortized over the term of the loan. Accelerated amortization expense of $78,873 was recorded in March 2011 due to the credit facility modification. No warrant expense was recorded during the three months ended March 31, 2012.

In addition to the accelerated amortization of the Warrant, the Company also recorded $74,228 of expense related to deferred financing costs and other fees as a result of the credit facility modification in March 2011.

As of March 31, 2012 the effective interest rate on borrowings under the modified term loan, including debt issuance costs, was 7.8%. On June 20, 2011 the Company cancelled an outstanding letter of credit of $250,000 issued to its corporate credit card program provider which was to expire on July 31, 2011. No letters of credit were outstanding as of March 31, 2012.

As of March 31, 2012 the Company had capital leases for computer and office equipment that expire at various terms through 2015, and the cost of the assets under lease was $267,408. These assets are depreciated over the estimated useful lives of the assets, which equal the term of the lease. Accumulated amortization on the capital leases was $174,336 at March 31, 2012.

Maturities on long-term debt, including capital lease obligations, are as follows:

 

 

2012

     1,532,533         April 1, 2012 through December 31, 2012   

2013

     2,025,262      

2014

     2,016,310      

2015

     2,009,202      

2016

     2,000,000      

2017

     333,333      
  

 

 

    

Total

   $ 9,916,640      
  

 

 

    

As of December 31, 2011 the Company had no borrowings under its revolving credit facility and borrowing availability of $8,870,413. Also as of December 31, 2011 the Company had $6,375,000 outstanding under its term loan which included $1,500,000 classified as current maturities of long-term debt. No letters of credit were outstanding at December 31, 2011.