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Note 6 - Long-term Debt | 12 Months Ended
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Dec. 31, 2019
Notes to Financial Statements |
Debt Disclosure [Text Block] | NOTE 6 – LONG-TERM DEBT At December 31, 2019 and 2018, the carrying amount of the Company’s outstanding debt is summarized as follows (dollars in thousands):
|  | December 31, |
|  | 201 9 |  |  | 201 8 |
Senior secured debt due May 25, 2021 Interest accrues at 8% per annum |  | $ | 72,341 |  |  | $ | 67,401 |
Convertible note instrument due March 5, 2020 Interest accrues at 7% per annum |  |  | 65,514 |  |  |  | 73,158 |
Other loans |  |  | 45 |  |  |  | 104 |
Debt discount and debt issuance costs, net of accumulated accretion |  |  | (304 | ) |  |  | (4,358 | )
Total outstanding long-term debt |  |  | 137,596 |  |  |  | 136,305 |
Less current portion |  |  | 31 |  |  |  | 59 |
Total outstanding debt |  | $ | 137,565 |  |  | $ | 136,246 |
The carrying value of the Company’s Senior Secured Debt approximates fair value. The fair value of the Company’s Senior Secured Debt (Level 2 ) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company by its lenders for similar debt instruments of comparable maturities by its lenders. The fair value of the Company’s convertible debt exceeds its carrying value of approximately $65.2 million, which includes accreted interest, by approximately $41.4 million due to the increased value of its conversion feature. The conversion feature’s fair value increases as the Company’s common stock price increases. The fair value of the conversion feature (Level 3 ) is determined using the Black-Scholes model. Significant inputs to the model were the conversion price ( $6.75 ), the number of shares of common stock that could be acquired upon conversion as of December 31, 2019, the Company’s stock price as of December 31, 2019 of $11.02 and stock volatility of 32%, which was determined using our publicly-traded stock price over the last year. Pursuant to the Company’s loan agreements, annual maturities of long-term debt outstanding on December 31, 2019, are as follows:
Year Ending December 31 |  | ($ in thousands) |
2020 |  | $ | 65,545 |
2021 |  |  | 72,355 |
2022 |  |  | - |
2023 |  |  | - |
2024+ |  |  | - |
Total |  | $ | 137,900 |
Credit Agreement On May 25, 2017 ( “Closing Date”), the Company entered into a new $60 million credit agreement with funds affiliated with Apollo Global Management, LLC (“Apollo”) that replaced and refinanced the Company’s then existing $45 million senior secured mortgage debt and provided $15 million of new senior debt to fund immediate construction related expenditures. Further, in March 2020, the Company entered into an agreement with Apollo that allows the Company to extend the maturity of the Apollo debt for an additional year from May 2021 to May 2022 at the Company’s option (“Extension Option”) (see Note 14, “Subsequent Events”). Interest on the Senior Secured Debt is due quarterly on each March 31, June 30, September 30 and December 31 ( each an “Interest Date”) beginning on June 30, 2017. Interest on the Senior Secured Debt will (i) accrete to the outstanding principal amount at a rate per annum equal to 6% (the “PIK Rate”) compounded quarterly on each Interest Date and (ii) accrue on the outstanding principal amount at a rate per annum equal to 2% (the “Cash Rate”). The Company, in its discretion, may make any quarterly interest payment in cash on the applicable Interest Date at the PIK Rate, in lieu of accretion of such interest to the principal amount at the PIK Rate. The Accreted Loan Value plus the Applicable Prepayment Premium will be due and payable on the Maturity Date. “Accreted Loan Value” means, as of the date of determination, the outstanding principal amount of the applicable Loan, plus all accreted interest as of the calendar day immediately prior to such date of determination. “Applicable Prepayment Premium” means with respect to any repayment of the Senior Secured Debt (a) the Accreted Loan Value of the Senior Secured Debt being prepaid or repaid, as applicable, multiplied by (b) 3.00%. The Applicable Prepayment Premium was further modified in connection with the Extension Option described above (see Note 14, “Subsequent Events”). The Company paid Apollo an upfront fee of 2.00% of the aggregate principal amount of the Senior Secured Debt funded on the Closing Date. This amount was recorded as additional debt discount and is being amortized over the remaining term of the loan. In conjunction with the closing of the Senior Secured Debt in May 2017, the Company issued to its lender a warrant to purchase an aggregate 362,500 shares of its common stock (“Warrant”). The warrant has a five -year term and had an initial exercise price of $14.94 per share, subject to adjustment. The warrant exercise price was further modified in connection with the Extension Option described above (see Note 14, “Subsequent Events”). The Company recorded a debt discount at the time of the closing of the Senior Secured Debt in the amount of $2.9 million which was the fair value of the Warrant at the time it was issued. The debt discount was amortized through December 2019. On January 1, 2019, the Company adopted ASU 2017 - 11. As a result, the Company reclassified a warrant liability in the amount of $865 thousand to additional paid-in capital, as the Company’s Warrant no longer met the definition of a derivative. In addition, during the years ended December 31, 2018 and 2017, the Company recognized annual gains of $1.5 million and $0.5 million, respectively, related to the historical remeasurement of the warrant derivative liability at fair value. Upon adoption of this guidance as of January 1, 2019, the Company recorded $2.0 million in additional paid-in capital with a corresponding adjustment to the opening balance of accumulated deficit related to these previously recorded gains. During 2019, the Company sold shares of common stock under the November 2018 ATM at a per-share price less than the Warrant’s initial exercise price, which triggered a down-round, reset provision and resulted in an adjusted exercise price of $14.54 as of December 31, 2019. In addition, the Company recorded an adjustment of $30 thousand in additional paid-in capital related to the increase in the value of the effect of the down-round feature as of December 31, 2019. Convertible Notes The Convertible Notes accrue interest at 7.00% per year, with no principal or interest payments due prior to maturity on March 5, 2020. The Convertible Senior Notes were either converted into common stock pursuant to the terms of the existing Indenture or exchanged for a new Preferred stock prior to their maturity in March 2020 ( see Note 14, “Subsequent Events”). The Company’s Senior Secured Debt and its Convertible Senior Notes contain representations, warranties and covenants that are typical for agreements of this type, including restrictions that would limit the Company’s ability to incur additional indebtedness, incur liens, pay dividends or make restricted payments, dispose of assets, make investments and merge or consolidate with another person. However, while there are affirmative covenants, there are no financial maintenance covenants and no restrictions on the Company’s ability to issue additional common stock to fund future working capital needs. The debt covenants associated with the Senior Secured Debt were negotiated by the parties with a view towards the Company’s operating and financial condition as it existed at the time the agreements were executed. At December 31, 2019, the Company was in compliance with its debt covenants.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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