Quarterly report pursuant to Section 13 or 15(d)

Term Loan Agreements and Long-Term Debt

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Term Loan Agreements and Long-Term Debt
9 Months Ended
Sep. 30, 2018
Term Loan Agreements and Long-Term Debt  
Term Loan Agreements and Long-Term Debt

8.    Term Loan Agreements and Long-Term Debt

 

Term Loan Agreement and Long-Term Debt consist of the following:

 

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

    

 

 

2018

 

2017

 

 

 

 

 

 

 

 

 

Term Loan Agreement with MidCap Financial Trust (“MidCap”) for a total of $21,000,000, net of $554,100 unamortized deferred financing fees at December 31, 2017. Interest was payable monthly at 8.0% per annum plus the greater of LIBOR or 0.5%.  As of September 30, 2018, the Term Loan was paid in full.

 

$

 —

 

$

20,445,900

 

 

 

 

 

 

 

 

 

Revolving Loan Agreement with MidCap for up to $10,000,000 with borrowings based upon eligible accounts receivable and inventory. Interest was payable monthly at 4.5% per annum plus the greater of LIBOR or 0.5%.  As of September 30, 2018, the Revolving Loan was paid in full.

 

 

 —

 

 

4,000,000

 

 

 

 

 

 

 

 

 

Equipment Lease Agreement with Cisco Capital for a total lease amount of $58,875 which has a 36 month term and requires no lease payments for the first three months of the lease and 33 equal payments of principal and interest until the end of the term.  Interest on the lease is payable monthly at 3.5% per annum.

 

 

20,644

 

 

36,930

 

 

 

 

 

 

 

 

 

Equipment Lease Agreement with Raymond Leasing Corporation for a total lease amount of $29,998 which has a 48 month term with equal payments for principal and interest until the end of the term.  Interest on the lease is payable monthly at 6.7% per annum.

 

 

25,192

 

 

29,998

 

 

 

 

 

 

 

 

 

Equipment Lease Agreement with B&B Office Systems for a total lease amount of $31,961 which has a 60 month term with equal payments for principal and interest until the end of the term.  Interest on the lease is payable monthly at 8.5% per annum.

 

 

28,440

 

 

31,961

 

Total

 

 

74,276

 

 

24,544,789

 

Less current revolving loan

 

 

 —

 

 

(4,000,000)

 

Less current maturities of long term debt

 

 

(35,962)

 

 

(735,017)

 

Long-term portion

 

$

38,314

 

$

19,809,772

 

 

Credit Facilities

 

MidCap Term Loan Agreement

 

On October 25, 2016 (the “Closing Date”), AxoGen and AC, each as borrowers, entered into a Credit and Security Agreement (Term Loan) (the ''MC Term Loan Agreement") with the lenders party thereto and MidCap Financial Trust (“MidCap”), as administrative agent and a lender. Under the MC Term Loan Agreement, MidCap provided the Company a term loan in the aggregate principal amount of $21 million (the "Term Loan") which had a maturity date of May 1, 2021 and required interest only payments through December 1, 2018, and thereafter, 30 monthly payments of principal and interest resulting in the Term Loan being fully paid by the maturity date. Interest was payable monthly at 8.0% per annum plus the greater of LIBOR or 0.5%. In addition to the interest charged on the Term Loan, the Company was also obligated to pay certain fees, including an annual agency fee of 0.25% of the aggregate principal amount of the Term Loan.

 

The Company had the option at any time to prepay the Term Loan in whole or in part, subject to certain conditions, a prepayment fee and a 5.0% exit fee as specified in the MC Term Loan Agreement. The prepayment fee was determined by multiplying the amount being prepaid by the following applicable percentage amount: (a) 3.0% during the first year following the Closing Date; (b) 2.0% during the second year following the Closing Date, and (c) 1.0% thereafter. However, no prepayment fee would be due in the event the prepayment was a result of refinancing the Term Loan and Revolving Loan with MidCap or an affiliate of MidCap.  On May 22, 2018, the Company paid $22.5 million to prepay the Term Loan in full, which included exit and pre-payment fees of 5% and 2%,respectively, of the outstanding balance for a total of $1.5 million.  Included in the loss on extinguishment is the unamortized deferred financing costs associated with the Term Loan of $473,000.

 

MidCap Revolving Loan Agreement

 

In addition, on October 25, 2016, AxoGen and AC, each as borrowers, also entered into a Credit and Security Agreement (Revolving Loan) (the ''Revolving Loan Agreement") with the lenders party thereto and MidCap, as administrative agent and a lender.  Under the Revolving Loan Agreement, MidCap agreed to lend to the Company up to $10 million under a revolving credit facility (the "Revolving Loan") which amount could be drawn down by the Company based upon an available borrowing base which included certain accounts receivable and inventory.  The Revolving Loan could be increased to up to $15 million at the Company’s request and with the approval of MidCap.  The maturity date of the Revolving Loan was May 1, 2021. Interest was payable monthly at 4.5% per annum plus the greater of LIBOR or 0.5% on outstanding advances. In addition to the interest charged on the Revolving Loan, the Company was also obligated to pay certain fees, including a collateral management fee of 0.5% per annum of the principal amount outstanding on the Revolving Loan from time to time and an unused line fee of 0.5% per annum on the difference between the average amount outstanding on the Revolving Loan minus the total amount of the Revolving Loan commitment. The Revolving Loan was subject to a minimum balance, such that the Company paid the greater of: (i) interest accrued on the actual amount drawn under the Revolving Loan Facility; and (ii) interest accrued on 30% of the average borrowing base.  If the Revolving Loan was terminated or permanently reduced prior to the maturity date, MidCap was owed a deferred revolving loan origination fee as specified in the Revolving Loan Agreement.  No deferred revolving loan origination fee would be due in the event the Revolving Loan was paid in full or the termination of the revolving credit facility was a result of refinancing the Term Loan and Revolving Loan with MidCap or an affiliate of MidCap. 

   

The MC Term Loan Agreement and the Revolving Loan Agreement each contained covenants that placed restrictions on AxoGen’s operations, including, without limitation, covenants related to debt restrictions, investment restrictions, dividend restrictions, restrictions on transactions with affiliates and certain revenue covenants. MidCap, on behalf of the lenders under the agreements, had a first perfected security interest in the assets of the Company to guarantee the payment in full of the agreements. On May 22, 2018, the Company paid $3.0 million to prepay the Revolving Loan in full, which included pre-payment fees of $236,000.

 

Interest expense for the three months ended September 30, 2018 was zero, as compared to approximately $578,000 for the three months ended September 30, 2017, and for the nine months ended September 30, 2018 and 2017, was approximately $1.1 million and $1.6 million, respectively.

 

Annual maturities of the Company’s long-term obligations are as follows: 

 

 

 

 

Year Ending December 31,

Amount

2018 (three months remaining)

$

10,404

2019

 

27,916

2020

 

13,817

2021

 

14,892

2022

 

7,247

TOTAL

$

74,276