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Debt
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Debt

8.

Debt

We are party to a Financing Agreement, as amended (the “Financing Agreement”), with Sixth Street Specialty Lending, Inc., as administrative agent (the “Administrative Agent”), various lenders from time to time party thereto, and certain of our subsidiaries party thereto from time to time as guarantors. Interest on amounts borrowed under the Financing Agreement is due and payable quarterly in arrears, and the Financing Agreement matures on March 31, 2024.

In January 2021, we entered into Amendment No. 7 to the Financing Agreement (“Amendment No. 7”) pursuant to which, among other amendments, the minimum quarterly product net revenue requirements attributable to commercial sales of IMVEXXY, BIJUVA, and ANNOVERA for the fiscal quarters ending March 31, 2021 and June 30, 2021 were reduced, and we paid an amendment financing fee of $5.0 million, which was included as a component of deferred financing fees in long-term debt in the accompanying consolidated balance sheets. Additionally, in connection with entering into Amendment No. 7, the warrants issued to the Administrative Agent and the lenders under the Financing Agreement on August 5, 2020 were further amended to provide for an

additional adjustment to the exercise price if we conducted certain dilutive issuances prior to March 31, 2021.  No such adjustments were made to the exercise price of these warrants prior to the expiration of such period.

In March 2021, we entered into Amendment No. 8 to the Financing Agreement (“Amendment No. 8”) pursuant to which, among other amendments, the minimum quarterly product net revenue requirements attributable to commercial sales of IMVEXXY, BIJUVA, and ANNOVERA were revised, the amortization and prepayment terms of the borrowings under the Financing Agreement were revised, and the Administrative Agent consented to a framework for our potential disposition of our vitaCare Prescription Services business. With respect to amortization and prepayment terms of the borrowings under the Financing Agreement, in connection with Amendment No. 8, we (i) repaid $50.0 million in principal under the Financing Agreement during the three months ended March 31, 2021, plus a 5.0% prepayment fee and (ii) agreed to make additional quarterly principal repayments plus the prepayment fees described below starting on March 31, 2022 through March 31, 2024.  Additionally, in connection with Amendment No. 8, the prepayment fees on principal amounts being prepaid under the Financing Agreement were revised as follows: (i) 30.0% of the principal amount being repaid through March 31, 2022 (excluding the scheduled $5.0 million principal repayment on such date, which is subject to a 5.0% prepayment fee); (ii) 5.0% of the principal amount being repaid from April 1, 2022 through March 31, 2023; (iii) 3.0% of the principal amount being repaid from April 1, 2023 through March 31, 2024; and (iv) thereafter, none, in each case subject to certain limited exceptions, including with respect to a repayment in full of the obligations under the Financing Agreement.  

Our debt consisted of the following (in thousands):

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Financing Agreement

 

$

200,000

 

 

$

250,000

 

Less: deferred financing fees

 

 

14,739

 

 

 

12,302

 

Debt, net

 

 

185,261

 

 

 

237,698

 

Current maturities of long-term debt

 

 

10,000

 

 

 

 

Long-term debt

 

$

175,261

 

 

$

237,698

 

 

Our future principal payments under the Financing Agreement are as follows (in thousands):

 

Due on

 

 

 

 

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

Total

 

2022

 

$

5,000

 

 

$

5,000

 

 

$

5,000

 

 

$

10,000

 

 

$

25,000

 

2023

 

 

10,000

 

 

 

41,250

 

 

 

41,250

 

 

 

41,250

 

 

 

133,750

 

2024

 

 

41,250

 

 

 

 

 

 

 

 

 

 

 

 

41,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

200,000

 

 

Interest and financing costs

Interest expense and other financing costs consisted of the following (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest expense

 

$

5,329

 

 

$

6,655

 

 

$

11,784

 

 

$

12,597

 

Interest prepayment fees

 

 

858

 

 

 

 

 

 

3,358

 

 

 

 

Financing fees amortization

 

 

1,409

 

 

 

372

 

 

 

2,681

 

 

 

692

 

Interest expense and other financing costs

 

$

7,596

 

 

$

7,027

 

 

$

17,823

 

 

$

13,289

 

 

Both Amendment No. 7 and No. 8 were accounted for as debt modification in accordance with U.S. GAAP.  Accordingly, the unamortized deferred financing fees at each amendment date and the financing fee of $5.0 million for Amendment No. 7 are being deferred.  These deferred financing fees are being amortized over the remining term of our Financing Agreement.

The estimated future amortization of our deferred financing fees is as follows (in thousands):

 

Year Ending December 31,

 

 

 

 

2021 (6 months)

 

$

3,009

 

2022

 

 

6,346

 

2023

 

 

4,990

 

2024

 

 

394

 

 

 

$

14,739

 

 

Debt covenants compliance

The Financing Agreement requires us to have a minimum unrestricted cash balance of $60.0 million.  As of the filing date of this 10-Q Report, our cash balance was above the required minimum balance.  Based on our current projections, along with financing that may be available to us under our at-the-market equity offering program (the “2021 ATM Program”) relating to shares of our common stock, we anticipate that we will remain in compliance with the minimum cash balance covenant for the next twelve months from the issuance of the consolidated financial statements included in this 10-Q Report. In addition, we have reviewed numerous potential scenarios in connection with the impact of COVID-19 pandemic on our business and we believe that our existing cash reserves, along with financing that may be available to us under the 2021 ATM Program, are sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months from the issuance of the consolidated financial statements included in this 10-Q Report. However, if we are unsuccessful with the commercialization of IMVEXXY, BIJUVA, or ANNOVERA, if such commercialization is delayed, or if the continued impact of the COVID-19 pandemic on our business is worse than we anticipate, among other circumstances, we may consume funds significantly faster than we currently anticipate and our existing cash reserves, along with financing that may be available to us under the 2021 ATM Program, would be insufficient to maintain compliance with the Financing Agreement covenants or satisfy our liquidity requirements until we are able to successfully commercialize IMVEXXY, BIJUVA, and ANNOVERA.

The Financing Agreement also requires us to maintain certain minimum quarterly product net revenue requirements and several other restrictive covenants. These and other terms in the Financing Agreement have to be monitored closely for compliance and could restrict our ability to grow our business or enter into transactions that we believe would be beneficial to our business. If we are unable to maintain the minimum unrestricted cash balance, achieve any of the total minimum net revenue requirements or otherwise comply with any other covenant of the Financing Agreement, all or a portion of our obligations under the Financing Agreement may be declared immediately due and payable, which would have an adverse effect on our business, results of operations and financial condition.  As of June 30, 2021, we were in compliance, in all material respects, with our covenants under the Financing Agreement.