LONG-TERM DEBT - Narrative (Details)
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1 Months Ended |
3 Months Ended |
6 Months Ended |
9 Months Ended |
12 Months Ended |
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Dec. 27, 2018
USD ($)
$ / shares
shares
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Aug. 01, 2018
USD ($)
$ / shares
shares
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Feb. 01, 2018
USD ($)
$ / shares
shares
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Jun. 30, 2019 |
Nov. 30, 2017 |
Mar. 31, 2019
USD ($)
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Dec. 31, 2018
USD ($)
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Sep. 30, 2018
USD ($)
$ / shares
shares
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Jun. 30, 2018
USD ($)
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Mar. 31, 2018
USD ($)
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Dec. 31, 2017
USD ($)
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Sep. 30, 2017
USD ($)
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Jun. 30, 2017
USD ($)
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Dec. 31, 2012
USD ($)
$ / shares
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Sep. 30, 2018
USD ($)
$ / shares
shares
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Sep. 30, 2017
USD ($)
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Jun. 30, 2017
USD ($)
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Dec. 31, 2018
USD ($)
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Dec. 31, 2017
USD ($)
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Mar. 31, 2019
USD ($)
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Mar. 31, 2018
USD ($)
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Mar. 31, 2017
USD ($)
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Dec. 28, 2018
USD ($)
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Nov. 30, 2018
$ / shares
shares
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Oct. 31, 2018
$ / shares
shares
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Nov. 01, 2017
USD ($)
$ / shares
shares
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Debt Instrument [Line Items] |
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Aggregate principal amount |
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$ 164,588,000
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$ 123,531,000
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$ 164,588,000
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$ 123,531,000
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$ 150,000,000
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Debt issuance fees |
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$ 2,300,000
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Non-cash loss on debt extinguishment |
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$ 800,000
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0
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$ (5,033,000)
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$ (12,425,000)
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$ 0
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$ (6,895,000)
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$ 0
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$ (39,000)
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$ 0
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$ (12,425,000)
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$ (39,000)
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$ (39,000)
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$ (17,458,000)
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$ (39,000)
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$ (17,458,000)
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(6,934,000)
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$ (41,000)
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Amount borrowed |
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$ 6,700,000
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Debt discount |
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100,000
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Line of credit facility, maximum borrowing amount |
$ 45,000,000
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Variable interest rate |
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4.00%
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Line of credit facility, percent commitment fee on undrawn amounts |
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0.375%
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Cash repayments |
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0
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6,030,000
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62,836,000
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62,827,000
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Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
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132,000
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Payments of debt extinguishment costs |
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700,000
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$ 1,700,000
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Class of warrant and rights upto which warrants or rights are exercisable |
Dec. 27, 2028
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Deferred finance costs net |
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$ 1,400,000
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Long-term Line of Credit |
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$ 137,073,000
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$ 0
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$ 112,255,000
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$ 117,301,000
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76,491,000
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61,734,000
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$ 0
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76,491,000
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61,734,000
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$ 137,073,000
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$ 117,301,000
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Adjustment |
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Debt Instrument [Line Items] |
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Non-cash loss on debt extinguishment |
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0
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0
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Cash repayments |
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30,000
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$ (6,910,000)
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Long-term Line of Credit |
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$ 5,860,000
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$ 1,515,000
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$ 5,860,000
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$ 1,515,000
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Remaining contingent warrant |
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Debt Instrument [Line Items] |
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Class Of Warrants Number Of Warrants Exercisable | shares |
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700,000
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Warrant |
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Debt Instrument [Line Items] |
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Loss on fair value adjustment |
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$ 400,000
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November 2017 Amendment |
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Debt Instrument [Line Items] |
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Line of credit facility, maximum borrowing amount |
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$ 20,000,000
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August 2018 Amendments of Warrants |
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Debt Instrument [Line Items] |
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Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
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1,099,533
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Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
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$ 2.11
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$ 2.40
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$ 2.40
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$ 2.40
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$ 2.39
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Class of warrants and rights issued | shares |
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4,398,132
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Class of warrant and rights upto which warrants or rights are exercisable |
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Aug. 31, 2023
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Class of warrant or rights date from which warrants or rights exercisable |
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Feb. 01, 2019
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Class of warrants and rights date from which exercise price of warrants restated |
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Feb. 01, 2019
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Percentage of right to repurchase of warrants |
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50.00%
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Class of warrants and rights repurchase price per warrant | $ / shares |
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$ 0.001
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Class of warrants and rights number of warrants and rights repurchased | shares |
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549,766
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Payments for repurchase of warrants |
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$ 550,000
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Class of warrants or rights number of securities called by warrants | shares |
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1,099,533
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1,099,533
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1,099,533
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1,099,533
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August 2018 Amendments of Warrants | Adjustment |
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Debt Instrument [Line Items] |
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Fair Value Of Warrants Issued |
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5,600,000
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August 2018 Amendments of Warrants | Warrant | Other Income Expense |
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Debt Instrument [Line Items] |
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Derivative, Gain (Loss) on Derivative, Net |
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$ 400,000
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Registration Rights Agreement [Member] |
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Debt Instrument [Line Items] |
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Description Of Penalty Payable On Failure Of Registration |
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If the Company is unable to file and have a Form S-1 registration statement declared effective on the Registration Penalty Date (the “Filing Failure”), the Company is required to pay each holder of Term Loan Warrants an amount of cash equal to (i) $0.3 million multiplied by (ii) such holder’s pro rata share of all Term Loan Warrants (the “Registration Delay Payments”) on the day of a Registration Penalty Date and on every thirtieth day thereafter until such Filing Failure is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at 5.0% of such unpaid Registration Delay Payment until paid in ful1. The Company expects to meet all registration requirements and has determined that such a payment under the Registration Rights Agreement was not probable at the time the agreement was entered into, nor did such a payment become probable prior to or as of March 31, 2019.
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August 2018 |
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Debt Instrument [Line Items] |
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Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
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$ 1.62
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Minimum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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2.50%
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Maximum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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3.50%
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Prime rate quoted by the Wall Street Journal |
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Debt Instrument [Line Items] |
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Variable interest rate |
9.00%
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LIBOR rate plus senior net leverage ratio |
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Debt Instrument [Line Items] |
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Variable interest rate |
10.00%
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TCW term loan facility |
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Debt Instrument [Line Items] |
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Stated interest rate (as a percent) |
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12.60%
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12.60%
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TCW term loan facility | November 2017 Amendment |
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Debt Instrument [Line Items] |
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Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
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330,000
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Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
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$ 0.01
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Class Of Warrants Number Of Warrants Exercised | shares |
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198,000
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Class Of Warrants Number Of Warrants Exercisable | shares |
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132,000
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Adjustment To Additional Paid In Capital Warrant Issued |
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$ 1,100,000
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Amendment Modification Description |
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The Company determined that the November 2017 Amendment was a modification of both the TCW Term Loan and PNC Credit Facility. In connection with this modification, the Company incurred $2.6 million in costs related to the TCW Term Loan (including $1.8 million related to the value of the November 2017 Amendment Warrants) and $0.8 million cash paid to TCW. These debt issuance costs were reflected as a reduction of the carrying amount of the TCW Term Loan and amortized to interest expense over the term of the TCW Term Loan. The Company also incurred $0.2 million in costs related to the amendment of the PNC Credit Facility which was recorded to other current assets and other assets and amortized to interest expense over the term of the PNC Credit Facility. Approximately $0.3 million in third party costs were expensed as incurred related to the November 2017 Amendment.
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TCW term loan facility | November 2017 Amendment | Warrant |
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Debt Instrument [Line Items] |
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Warrant Liability |
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$ 1,800,000
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TCW term loan facility | 2018 Credit Agreement |
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Debt Instrument [Line Items] |
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Percentage of interest on debt in kind |
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2.00%
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TCW term loan facility | February 2018 Amendment |
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Debt Instrument [Line Items] |
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Non-cash loss on debt extinguishment |
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$ 6,900,000
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Debt discount |
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$ 3,800,000
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3,800,000
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Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
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150,000
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Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
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$ 0.01
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Class Of Warrants Number Of Warrants Exercised | shares |
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75,000
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Class Of Warrants Number Of Warrants Exercisable | shares |
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75,000
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Payments of debt extinguishment costs |
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3,100,000
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TCW term loan facility | February 2018 Amendment | Remaining contingent warrant |
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Debt Instrument [Line Items] |
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Class Of Warrants Number Of Warrants Exercisable | shares |
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300,000
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Class of warrants or rights number of securities called by warrants | shares |
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75,000
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TCW term loan facility | February 2018 Amendment | Non Contingent Warrant |
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Debt Instrument [Line Items] |
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Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
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75,000
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Fair Value Of Warrants Issued |
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$ 300,000
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TCW term loan facility | February 2018 Amendment | Warrant |
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Debt Instrument [Line Items] |
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Fair value of warrants |
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$ 600,000
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TCW term loan facility | February 2018 Amendment of Warrants |
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Debt Instrument [Line Items] |
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Payments of debt extinguishment costs |
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600,000
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TCW term loan facility | August 2018 Credit Agreements |
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Debt Instrument [Line Items] |
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Non-cash loss on debt extinguishment |
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$ 1,800,000
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14,900,000
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TCW term loan facility | August 2018 Amendments of Warrants |
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Debt Instrument [Line Items] |
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Deferred finance costs net |
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$ 5,700,000
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$ 5,700,000
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TCW term loan facility | Minimum | November 2017 Amendment |
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Debt Instrument [Line Items] |
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Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
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198,000
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Additional borrowings | November 2017 Amendment |
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Debt Instrument [Line Items] |
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Line of credit facility, maximum borrowing amount |
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$ 20,000,000
|
PNC credit facility |
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Debt Instrument [Line Items] |
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|
Stated interest rate (as a percent) |
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7.10%
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7.10%
|
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|
Variable interest rate |
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|
3.00%
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|
PNC credit facility | 2018 Credit Agreement |
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Debt Instrument [Line Items] |
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Debt instrument restrictive covenants |
|
|
allow for the release of $7.0 million in restricted cash required under the terms of the PNC Credit Facility, and (C) modify certain covenants associated with the Credit Agreements
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|
PNC credit facility | February 2018 Amendment of Warrants | Other Current Assets | Interest Expense |
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|
Debt Instrument [Line Items] |
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|
Payments of debt extinguishment costs |
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|
|
|
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|
|
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|
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|
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|
|
$ 600,000
|
|
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|
PNC credit facility | Minimum |
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Debt Instrument [Line Items] |
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|
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|
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|
|
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|
|
Variable interest rate |
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|
3.50%
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|
PNC credit facility | Maximum |
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Debt Instrument [Line Items] |
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|
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|
|
Variable interest rate |
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|
4.50%
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PNC credit facility | Base rate |
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Debt Instrument [Line Items] |
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|
|
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|
|
Variable interest rate |
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|
0.50%
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PNC credit facility | LIBOR rate plus senior net leverage ratio |
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|
Debt Instrument [Line Items] |
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|
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|
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|
|
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|
|
Variable interest rate |
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|
1.00%
|
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|
Additional incremental delayed term loan | August 2018 Credit Agreements |
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|
Debt Instrument [Line Items] |
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|
Line of credit facility, maximum borrowing amount |
|
$ 20,000,000
|
|
|
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|
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|
|
Senior secured term loan and amended PNC credit facility | Senior secured term loan agreement |
|
|
|
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|
|
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|
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|
Debt Instrument [Line Items] |
|
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|
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|
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|
|
|
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares |
7,110,616
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|
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
$ 1.33
|
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|
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|
|
|
|
|
|
|
|
|
Deferred finance costs net |
$ 18,300,000
|
|
|
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|
|
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|
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|
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|
Senior secured term loan and amended PNC credit facility | Senior secured term loan agreement | Warrant | Accounting Standards Update 2017-11 [Member] |
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|
Debt Instrument [Line Items] |
|
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|
|
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|
|
|
|
|
|
|
|
|
|
Warrant Liability |
8,800,000
|
|
|
|
|
|
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|
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|
|
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|
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|
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|
|
|
|
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|
|
Senior secured term loan and amended PNC credit facility | Senior secured term loan warrants agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred finance costs net |
$ 8,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument covenant description |
The December 2018 Credit Agreements contain certain covenants, including requirements to prepay the loans in an amount equal to 100% of the net cash proceeds from certain assets dispositions, subject to certain reinvestment rights and other exceptions and equity issuances. Amounts outstanding under the December 2018 Credit Agreements may become due and payable upon the occurrence of specified events, which among other things include (subject to certain exceptions and cure periods) (i) failure to pay principal, interest, or any fees when due, (ii) breach of any representation or warranty, covenant, or other agreement, (iii) the occurrence of a bankruptcy or insolvency proceeding with respect to the Company or any of its subsidiaries, (iv) any event of default with respect to other indebtedness involving an aggregate amount of $1.0 million or more, (v) any lien created by the December 2018 Credit Agreements or any related security documents ceasing to be valid and perfected; (vi) the December 2018 Credit Agreements or any related security documents or guarantees ceasing to be legal, valid, and binding upon the parties thereto; or a change of control shall occur. The December 2018 Credit Agreements contain financial covenants relating to a fixed charge coverage ratio, minimum EBITDA and minimum liquidity. The Amended PNC Credit Facility also includes a total net leverage ratio and total leverage ratio covenants. As of March 31, 2019, the Company was in compliance with all covenants.
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|
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Debt instrument payment terms |
The Senior Secured Term Loan contains a prepayment penalty which is calculated based on (i) if prepayment occurs prior to 30-month anniversary of the Closing Date, the prepayment penalty is the present value of all required interest payments due on the Senior Secured Term Loan that are prepaid from the date of prepayment through and including the 30-month anniversary of the Closing Date calculated based on the 3 month LIBOR Rate plus 10%, plus 5.0% of the amount of principal prepaid, (ii) if prepayment occurs between the 30-month anniversary of Closing Date through the third anniversary of the Closing Date, the prepayment penalty is 5.0% of the principal prepaid and (iii) if prepayment occurs between the third anniversary of the Closing Date through the fourth anniversary of Closing Date, the prepayment penalty is 2.0% of the principal prepaid (the "Prepayment Penalty"). There is no Prepayment Penalty after the fourth anniversary of the Closing Date. In addition to the Prepayment Penalty under the terms of the Senior Secured Term Loan, the Company is permitted to prepay up to 25% of the aggregate principal amount of the outstanding Senior Secured Term Loan balance with cash proceeds of a public offering of the Company's common stock at a prepayment premium of 12% of the principal amount being repaid.
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Amended PNC credit facility |
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Debt Instrument [Line Items] |
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Stated interest rate (as a percent) |
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8.50%
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8.50%
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Debt instrument restrictive covenants |
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As of March 31, 2019, the Company was required to maintain a $5.0 million restricted cash reserve as part of the Amended PNC Credit Facility. This balance is presented as long-term restricted cash within the accompanying consolidated balance sheet as of March 31, 2019
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Long-term Line of Credit |
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$ 0
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$ 0
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Line of Credit Facility, Remaining Borrowing Capacity |
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$ 18,900,000
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$ 18,900,000
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4.50% convertible subordinated debt |
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Debt Instrument [Line Items] |
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Stated interest rate (as a percent) |
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4.50%
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4.50%
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4.50%
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Extinguishment of debt |
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$ 6,800,000
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Non-cash loss on debt extinguishment |
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$ 100,000
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100,000
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Cash repayments |
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6,000,000
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$ 6,900,000
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Senior Secured term loan [Member] |
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Debt Instrument [Line Items] |
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Stated interest rate (as a percent) |
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12.60%
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12.60%
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Percentage of Repayment Debt |
0.25%
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Senior Secured term loan [Member] | US Bank National Association [Member] |
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Debt Instrument [Line Items] |
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Proceeds from Issuance of Secured Debt |
$ 15,000,000
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4.50% convertible subordinated notes |
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Debt Instrument [Line Items] |
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Aggregate principal amount |
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$ 6,000,000
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$ 70,000,000
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6,000,000
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Stated interest rate (as a percent) |
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4.50%
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Conversion ratio |
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75.896
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Conversion ratio applied per principal amount |
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$ 1,000
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Conversion price (usd per share) | $ / shares |
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$ 13.20
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Term loan agreement |
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Debt Instrument [Line Items] |
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Prepayment penalty percentage |
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5.00%
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Term loan agreement | August 2018 |
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Debt Instrument [Line Items] |
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Debt instrument maturity date |
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Jan. 31, 2019
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Term loan agreement | Federal funds rate |
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Debt Instrument [Line Items] |
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Variable interest rate |
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0.50%
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Term loan agreement | One month LIBOR |
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Debt Instrument [Line Items] |
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Variable interest rate |
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1.00%
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Term loan agreement | Base rate |
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Debt Instrument [Line Items] |
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Variable interest rate |
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3.00%
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Term loan agreement | Prime rate quoted by the Wall Street Journal | Minimum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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6.00%
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Term loan agreement | Prime rate quoted by the Wall Street Journal | Maximum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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7.25%
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Term loan agreement | LIBOR rate plus senior net leverage ratio | Minimum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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7.00%
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Term loan agreement | LIBOR rate plus senior net leverage ratio | Maximum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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8.25%
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Revolving credit agreement |
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Debt Instrument [Line Items] |
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Aggregate principal amount |
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$ 33,107,000
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$ 33,107,000
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Revolving credit agreement | Federal funds rate |
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Debt Instrument [Line Items] |
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Variable interest rate |
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0.50%
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Revolving credit agreement | One month LIBOR |
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Debt Instrument [Line Items] |
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Variable interest rate |
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1.00%
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Revolving credit agreement | One month LIBOR | Minimum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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1.50%
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Revolving credit agreement | One month LIBOR | Maximum |
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Debt Instrument [Line Items] |
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Variable interest rate |
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2.50%
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Senior Term Loan [Member] |
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Debt Instrument [Line Items] |
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Variable interest rate |
3.00%
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Senior Term Loan [Member] | Federal funds rate |
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Debt Instrument [Line Items] |
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Variable interest rate |
0.50%
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Senior Term Loan [Member] | One month LIBOR |
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Debt Instrument [Line Items] |
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Variable interest rate |
1.00%
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