Long-Term Debt and Other Financing Arrangements | 5. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt consists of the following (in thousands): March 31, 2020 December 31, 2019 Principal Amount Unamortized Discount and Deferred Financing Costs Carrying Value Principal Amount Unamortized Discount and Deferred Financing Costs Carrying Value Facility Agreement $ 190,084 $ 9,237 $ 180,847 $ 190,361 $ 10,185 $ 180,176 Second Lien Term Loan Facility 208,368 34,585 173,783 201,495 35,448 166,047 Loan Agreement with Thermo — — — 135,105 18,562 116,543 8.00% Convertible Senior Notes Issued in 2013 1,410 — 1,410 1,410 — 1,410 Total Debt 399,862 43,822 356,040 528,371 64,195 464,176 Less: Current Portion — — — — — — Long-Term Debt $ 399,862 $ 43,822 $ 356,040 $ 528,371 $ 64,195 $ 464,176 The principal amounts shown above include payment of in-kind interest, as applicable. The carrying value is net of deferred financing costs and any discounts to the loan amounts at issuance, including accretion, as further described below. As of March 31, 2020, there is no current portion of long-term debt since there are no scheduled principal repayments due within one year of the balance sheet date. As previously discussed, the Company sought relief under the CARES Act, including receiving a $5.0 million loan under the payroll protection program in April 2020. Due to restrictions in the First Lien Facility Agreement and Second Lien Term Loan Facility limiting the Company's ability to incur indebtedness, the execution of this loan required a waiver under these facility agreements, which was approved by the Company's first and second lien lenders. The Company expects to apply for loan forgiveness, in accordance with the terms of the CARES Act, based on estimated payroll and other allowable costs expected to be incurred during the eight-week period following the date of the loan. Any amount not forgiven by the Small Business Administration (the "SBA") is subject to an interest rate of 1.00% per annum commencing on the date of the loan with principal payments beginning in November 2020 and ending on the maturity date in April 2022. The Company's first and second lien lenders would require the Company to accelerate the repayment of any portion of the loan amount that is not forgiven. First Lien Facility Agreement In 2009, the Company entered into the Facility Agreement with a syndicate of bank lenders, including BNP Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment Bank and Crédit Industriel et Commercial, as arrangers, and BNP Paribas, as the security agent. The Facility Agreement was amended and restated in July 2013, August 2015, June 2017 and November 2019. The Facility Agreement is scheduled to mature in December 2022 . Indebtedness under the Facility Agreement bears interest at a floating rate of LIBOR plus a margin that increases by 0.5% each year to a maximum rate of LIBOR plus 5.75% . The current interest rate is LIBOR plus 4.25% . Interest on the Facility Agreement is payable semi-annually in arrears on June 30 and December 31 of each calendar year. Ninety-five percent of the Company’s obligations under the Facility Agreement are guaranteed by Bpifrance Assurance Export S.A.S. (“BPIFAE”), the French export credit agency. The Company’s obligations under the Facility Agreement are guaranteed on a senior secured basis by all of its domestic subsidiaries and are secured by a first priority lien on substantially all of the assets of the Company and its domestic subsidiaries (other than their FCC licenses), including patents and trademarks, 100% of the equity of the Company’s domestic subsidiaries and 65% of the equity of certain foreign subsidiaries. The Facility Agreement contains customary events of default and requires that the Company satisfy various financial and non-financial covenants. The covenants in the Facility Agreement limit the Company's ability to, among other things, incur or guarantee additional indebtedness; make certain investments, acquisitions or capital expenditures above certain agreed levels; pay dividends or repurchase or redeem capital stock or subordinated indebtedness; grant liens on its assets; incur restrictions on the ability of its subsidiaries to pay dividends or to make other payments to the Company; enter into transactions with its affiliates; merge or consolidate with other entities or transfer all or substantially all of its assets; and transfer or sell assets. As previously discussed, the Company received a loan under the CARES Act in April 2020. Due to restrictions limiting the Company's ability to incur indebtedness, the execution of this loan required a waiver under the Facility Agreement, which was approved by the Company's senior lenders. In calculating compliance with the financial covenants of the Facility Agreement, the Company may include certain cash funds contributed to the Company from the issuance of the Company's common stock and/or subordinated indebtedness. These funds are referred to as “Equity Cure Contributions” and may be used to achieve compliance with financial covenants through maturity. If the Company violates any covenants and is unable to obtain a sufficient Equity Cure Contribution or obtain a waiver, it would be in default under the Facility Agreement and payment of the indebtedness could be accelerated. The acceleration of the Company's indebtedness under one agreement may permit acceleration of indebtedness under other agreements that contain cross-acceleration provisions. As of March 31, 2020 , the Company was in compliance with respect to the covenants of the Facility Agreement. The Company continues to monitor the impact of COVID-19 on its results of operations and liquidity relative to compliance with financial covenants; at this time, the Company expects it will remain in compliance with such covenants over the next twelve months as calculated under the terms of the Facility Agreement. The Facility Agreement also requires the Company to maintain a debt service reserve account, which is pledged to secure all of the Company's obligations under the Facility Agreement. The required balance in the debt service reserve account is fixed and must equal at least $ 50.9 million. As of March 31, 2020 , the balance in the debt service reserve account was $ 51.1 million and is classified as non-current restricted cash on the Company's condensed consolidated balance sheet as it will be used towards the final scheduled payment due upon maturity of the Facility Agreement in December 2022. The amended and restated Facility Agreement includes a requirement that the Company raise no less than $45.0 million of equity prior to March 31, 2021 via the cash exercise of outstanding warrants or other equity to be applied towards the principal payment due on June 30, 2021 and then, if applicable, to the next scheduled principal payments. The Company currently expects to fulfill this requirement with proceeds from the exercise of warrants issued to the Second Lien Term Loan Facility lenders in November 2019. Second Lien Facility Agreement In November 2019, the Company entered into a $199.0 million Second Lien Term Loan Facility with Thermo, EchoStar Corporation and certain other unaffiliated lenders. The Second Lien Term Loan Facility is scheduled to mature in November 2025. The loans under the Second Lien Term Loan Facility bear interest at a blended rate of 13.5% per annum to be paid in kind (or in cash at the option of the Company, subject to restrictions in the Facility Agreement). The cash proceeds from this loan were net of a 3% , or $6.0 million , original issue discount (the "OID"). The portion of this OID that was not included in the reacquisition price of the Subordinated Loan Agreement (see previous section) was recorded as a debt discount of $4.0 million . This debt discount was netted against the principal amount of the loan and is being accreted using an effective interest method to interest expense over the term of the loan. As additional consideration for the loan, the Company issued the lenders warrants to purchase 124.5 million shares of voting common stock at an exercise price of $0.38 per share. These warrants expire on March 31, 2021 . As of March 31, 2020 , approximately 115.0 million warrants remain outstanding. The Company determined that the warrants were equity instruments and recorded them as a part of stockholders’ equity. A portion of the warrants' fair value was recorded as a debt discount of $15.8 million . This debt discount was netted against the principal amount of the loan and is being accreted using an effective interest method to interest expense over the term of the loan. The Second Lien Term Loan Facility contains customary events of default and requires that the Company satisfy various financial and non-financial covenants and are generally consistent with the covenants under the Company's Facility Agreement (discussed above). As previously discussed, the Company received a loan under the CARES Act in April 2020. Due to restrictions limiting the Company's ability to incur indebtedness, the execution of this loan required a waiver under the Second Lien Term Loan Facility, which was approved by the Company's second lien lenders. As of March 31, 2020 , the Company was in compliance with the covenants of the Second Lien Term Loan Facility. The Company continues to monitor the impact of COVID-19 on its results of operations and liquidity relative to compliance with financial covenants; at this time the Company expects it will remain in compliance with such covenants over the next twelve months as calculated under the terms of the Second Lien Term Loan Facility. The Company evaluated the various embedded derivatives within the Second Lien Term Loan Facility related to certain contingently exercisable put options. Due to the substantial discount upon issuance, as calculated under applicable accounting guidance, these prepayment features within the Second Lien Term Loan Facility were required to be bifurcated and separately valued. The Company recorded the compound embedded derivative liability as a non-current liability on its condensed consolidated balance sheets with a corresponding debt discount, which is netted against the face value of the Second Lien Term Loan Facility. The Company is accreting the debt discount associated with the compound embedded derivative liability to interest expense through the maturity of the Second Lien Term Loan Facility using an effective interest rate method. The fair value of the compound embedded derivative liability is marked-to-market at the end of each reporting period, with any changes in value reported in the condensed consolidated statements of operations. The Company determines the fair value of the compound embedded derivative using a probability weighted discounted cash flow model. Thermo Loan Agreement In connection with the amendment and restatement of the Facility Agreement in July 2013, the Company amended and restated its loan agreement with Thermo (the “Loan Agreement”). All obligations of the Company to Thermo under the Loan Agreement were subordinated to the Company’s obligations under the Facility Agreement and the Second Lien Term Loan Facility. The Loan Agreement was convertible into shares of common stock at a conversion price of $0.69 (as adjusted) per share of common stock and accrued interest at 12% per annum, which was capitalized and added to the outstanding principal in lieu of cash payments. On February 19, 2020 , Thermo converted the entire principal balance outstanding under the Loan Agreement, which totaled $137.4 million and included accrued interest since inception of $93.9 million . This conversion resulted in the issuance of 200.1 million shares of common stock. In accordance with applicable accounting guidance for debt extinguishment with related parties, upon conversion, the remaining debt discount was written off and recorded as a contribution to capital though equity and the associated derivative liability (discussed below) was marked to market at the conversion date and then extinguished through equity as a contribution to capital. The Company evaluated the various embedded derivatives within the Loan Agreement (See Note 7: Fair Value Measurements for additional information about the embedded derivative in the Loan Agreement). The Company determined that the conversion option and the contingent put feature upon a fundamental change required bifurcation from the Loan Agreement. The conversion option and the contingent put feature were not deemed clearly and closely related to the Loan Agreement and were separately accounted for as a standalone derivative. The Company recorded this compound embedded derivative liability as a non-current liability on its condensed consolidated balance sheets with a corresponding debt discount, which was netted against the face value of the Loan Agreement. Prior to conversion of the Loan Agreement, the Company was accreting the debt discount associated with the compound embedded derivative liability to interest expense through the maturity of the Loan Agreement using an effective interest rate method. The fair value of the compound embedded derivative liability was marked-to-market at the end of each reporting period (and upon conversion), with any changes in value reported in the condensed consolidated statements of operations. The Company determined the fair value of the compound embedded derivative using a Monte Carlo simulation model. 8.00% Convertible Senior Notes Issued in 2013 In May 2013, the Company issued $54.6 million aggregate principal amount of its 2013 8.00% Notes. The 2013 8.00% Notes are convertible into shares of common stock at a conversion price of $0.69 per share of common stock, as adjusted pursuant to the terms of the Fourth Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee (the “Indenture”). The 2013 8.00% Notes are senior unsecured debt obligations that will mature on April 1, 2028, subject to various call and put features, and bear interest at a rate of 8.00% per annum. Interest is paid in cash at a rate of 5.75% and in additional notes at a rate of 2.25% . Since issuance, $55.4 million of principal amount of the 2013 8.00% Notes have been converted; no amount was converted or redeemed during the three months ended March 31, 2020 . The Company may redeem the 2013 8.00% Notes, with the prior approval of the majority lenders under the Facility Agreement and the Second Lien Term Loan Facility, in whole or in part at a price equal to the principal amount of the 2013 8.00% Notes to be redeemed plus all accrued and unpaid interest thereon. A holder of the 2013 8.00% Notes has the right to require the Company to purchase some or all of the 2013 8.00% Notes held by it on April 1, 2023, or at any time if there is a Fundamental Change (as defined in the Indenture), at a price equal to the principal amount of the 2013 8.00% Notes to be purchased plus accrued and unpaid interest. A holder may convert its 2013 8.00% Notes at its option at any time prior to April 1, 2028 , into shares of common stock (or cash, at the option of the Company and subject to the consent of its lenders under the Facility Agreement and Second Lien Term Loan Facility). The Indenture provides for customary events of default. As of March 31, 2020 , the Company was in compliance with respect to the terms of the 2013 8.00% Notes and the Indenture. The Company evaluated the various embedded derivatives within the Indenture for the 2013 8.00% Notes and determined that the conversion option and the contingent put feature required bifurcation. The Company recorded this compound embedded derivative liability with a corresponding debt discount which was netted against the face value of the 2013 8.00% Notes. The debt discount has been fully accreted. At the end of each reporting period, the Company marks to market the fair value of the compound embedded derivative liability, which is determined using a Monte Carlo simulation model. |