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INDEBTEDNESS
3 Months Ended
Mar. 31, 2020
INDEBTEDNESS  
INDEBTEDNESS

3.     INDEBTEDNESS

Credit Facility

On December 27, 2018, we refinanced our $125.0 million Credit Agreement by entering into an amended and restated Senior Secured Credit Facility (the “Credit Facility”) for up to $265.2 million. The principal new feature of the Credit Facility was a $118.0 million Delayed Draw Term Loan (the “DDTL”), which could only be drawn on in order to pay down the Company’s 3.0% Convertible Senior Notes (the "Notes"), which matured on December 1, 2019. The Credit Facility has a subjective acceleration clause in case of a material adverse event. The Credit Facility also extended the maturity of the $72.2 million secured term loan balance (the “Term Loan”) to December 2023 and increased the previous $50.0 million line of credit (the “Revolver”) to $75.0 million. The Term Loan includes a repayment schedule, pursuant to which $5.0 million of the loan will be paid in quarterly installments during the 12 months ended March 31, 2021. As of March 31, 2020, $5.0 million of the loan is recorded as current borrowings in the unaudited condensed consolidated balance sheets. On November 29, 2019, we exercised our option to borrow $118.0 million pursuant to the DDTL feature and used the proceeds to repay the outstanding Notes. The DDTL matures in December 2023 and includes a repayment schedule, pursuant to which $7.4 million will be paid in quarterly installments during the 12 months ended March 31, 2021. As of March 31, 2020, $7.4 million of the loan is recorded as current borrowings in the unaudited condensed consolidated balance sheets. In March 2020, we drew $15.0 million under the Revolver. Borrowings under the Revolver mature in December 2023. As of March 31, 2020, $60.0 million remains available for borrowing under the Revolver. Amounts drawn on the Term Loan, DDTL, and Revolver bear an interest rate equal to, at our option, either a LIBOR rate plus 1.50% to 2.75% per annum, depending on our total leverage ratio or an alternative base rate plus an applicable base rate margin, which varies within a range of 0.50% to 1.75%, depending our total leverage ratio. On the Revolver, we incur a commitment fee at a rate per annum that varies within a range of 0.25% to 0.50%, depending on our leverage ratio.

The Credit Facility is secured by a lien on substantially all of ANI Pharmaceuticals, Inc.’s and its principal domestic subsidiary’s assets and any future domestic subsidiary guarantors’ assets. The Credit Facility imposes financial covenants consisting of a maximum total leverage ratio, which is,as of March 31, 2020, no greater than 3.50 to 1.00 and a minimum fixed charge coverage ratio, which shall be greater than or equal to 1.25 to 1.00. The primary non-financial covenants under the Credit Facility limit, subject to various exceptions, our ability to incur future indebtedness, to place liens on assets, to pay dividends or make other distributions on our capital stock, to repurchase our capital stock, to conduct acquisitions, to alter our capital structure, and to dispose of assets.

The carrying value of the current and non-current components of the Term Loan and DDTL as of March 31, 2020 and December 31, 2019 are:

 

 

 

 

 

 

 

 

 

Current

 

 

March 31, 

 

December 31, 

(in thousands)

    

2020

    

2019

Current borrowing on debt

 

$

12,338

 

$

10,412

Deferred financing costs

 

 

(466)

 

 

(471)

Current debt, net of deferred financing costs

 

$

11,872

 

$

9,941

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

March 31, 

 

December 31, 

(in thousands)

    

2020

    

2019

Non-current borrowing on debt

 

$

174,240

 

$

177,069

Deferred financing costs

 

 

(1,146)

 

 

(1,261)

Non-current debt, net of deferred financing costs and current component

 

$

173,094

 

$

175,808

 

The refinancing of the Term Loan was accounted for as a modification of our previous term loan and consequently, the remaining balance of the deferred issuance costs related to the previous term loan are included with the lenders fees associated with the refinance of the Term Loan and amortized as interest expense over the life of the Term Loan using the effective interest method. Fees to third parties associated with the refinance of the Term Loan were recognized as other (expense)/income, net in the accompanying consolidated statements of operations. The refinancing of the Revolver was accounted for as a modification of our previous revolving credit facility and consequently, the remaining balance of the deferred issuance costs related to the previous revolving credit facility are included with the lenders fees and fees to third parties associated with the refinance of the Revolver and amortized as interest expense on a straight-line basis over the life of the Revolver. All issuance costs allocated to the DDTL were deferred and will be amortized as interest expense on a straight-line basis over the five-year term of the DDTL.

As of March 31, 2020, we had a $68.6 million balance on the Term Loan , a $118.0 million balance on the DDTL, and a $15.0 million balance on the Revolver. Of the $0.9 million of deferred debt issuance costs allocated to the Revolving Credit Facility, $0.7 million is included in other non-current assets in the unaudited interim condensed consolidated balance sheets and $0.2 million is included in prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets. Of the $0.4 million of deferred debt issuance costs allocated to the DDTL, $0.1 million is classified as a direct deduction to the current portion of the DDTL in the unaudited condensed consolidated balance sheets and $0.3 million is classified as a direct reduction to the non-current portion of the DDTL in the  unaudited condensed consolidated balance sheets. Of the $1.2 million of deferred debt issuance costs allocated to the Term Loan, $0.4 million is classified as a direct deduction to the current portion of the Term Loan in the unaudited condensed consolidated balance sheets and $0.8 million is classified as a direct deduction to the non-current portion of the Term Loan in the unaudited condensed consolidated balance sheets.

The contractual maturity of our Term Loan, DDTL, and Revolver is as follows for the years ending December 31:

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

 

Term Loan

    

 

DDTL

    

 

Revolver

2020

 

$

3,609

 

$

5,900

 

$

 —

2021

 

 

5,414

 

 

5,900

 

 

 —

2022

 

 

5,414

 

 

8,850

 

 

 —

2023

 

 

54,141

 

 

97,350

 

 

15,000

Total

 

$

68,578

 

$

118,000

 

$

15,000

 

The following table sets forth the components of total interest expense related to the Term Loan, DDTL, and Revolver recognized in the accompanying unaudited interim condensed consolidated statements of operations for the three months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

March 31, 

(in thousands)

    

2020

    

2019

Contractual coupon

 

$

1,893

 

$

1,631

Amortization of debt discount

 

 

 —

 

 

1,513

Amortization of deferred financing costs

 

 

182

 

 

360

Capitalized interest

 

 

(25)

 

 

(75)

 

 

$

2,050

 

$

3,429