Financing Arrangements | Note 12. Financing Arrangements The following table presents the components of long-term debt and financing obligations (in thousands): December 31, December 31, 2022 2021 Senior Secured Notes (measured at fair value) $ 55,500 $ 43,800 Note payable — insurance financing 1,432 2,409 Total debt and financing obligations 56,932 46,209 Less: current portion of debt (1,432) (2,409) Long-term debt $ 55,500 $ 43,800 The following table presents the aggregation of principal maturities of long-term debt and financing obligations (in thousands): Year Ending December 31, Debt Obligations 2023 $ 1,432 2024 15,000 2025 15,000 2026 45,000 Total future minimum payments 76,432 Less: current portion of debt principal (1,432) Non-current portion of debt principal $ 75,000 Senior Secured Notes On October 1, 2021, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with, among others, Athyrium Opportunities IV Acquisition LP (the “Administrative Agent”) and Athyrium Opportunities IV Acquisition 2 LP, as a purchaser, providing for the issuance of senior secured notes in three separate tranches (the “Senior Secured Notes”). On October 12, 2021, the Company issued $55.0 million first tranche Senior Secured Notes, a portion of the proceeds of which, together with the proceeds from a concurrent underwritten equity offering (see Note 20), were used to repay in full the Prior Term Loans (defined below). Prior to October 12, 2022, upon satisfaction of certain conditions, including a minimum net product sales target for Upneeq over a specified period of time, the Company could request second tranche Senior Secured Notes of up to $20.0 million. Additionally, prior to October 12, 2023, the Company could request third tranche Senior Secured Notes of up to $25.0 million, in the sole discretion of the purchaser. On August 4, 2022, the Company entered into a first amendment to the Note Purchase Agreement (the “First Amendment”) with, among others, Athyrium Opportunities IV Co-Invest 1 LP (the “New Purchaser”), certain other purchasers party thereto (together with the New Purchaser, the “Purchasers”) and the Administrative Agent, which amended the Note Purchase Agreement (as amended, the “Amended Note Purchase Agreement”). The First Amendment provided, among other things, for the issuance of $20.0 million of secured second tranche Senior Secured Notes, dated as of August 8, 2022. Furthermore, under the First Amendment, the Purchasers committed to purchase certain third tranche Senior Secured Notes in an aggregate principal amount of up to $25.0 million at any time prior to April 15, 2023, upon the satisfaction of certain conditions, including a minimum net product sales target for Upneeq over a specified period of time. Further, the First Amendment provided for the replacement of a LIBOR-based interest rate under the Note Purchase Agreement with a Term SOFR-based interest rate. After September 30, 2022, the Senior Secured Notes bear interest at an annual rate of 9.0% plus adjusted three-month term SOFR, with a floor of 1.50% and a cap of 3.00%, payable in cash quarterly in arrears. At December 31, 2022, the interest rate applicable to the aggregate outstanding Senior Secured Notes is 12.0%. The Senior Secured Notes require quarterly repayments equal to 5.0% of the principal outstanding beginning on March 31, 2024 with any residual balance due at maturity on October 12, 2026. The Senior Secured Notes may be voluntarily prepaid upon the satisfaction of certain conditions and with each such prepayment being accompanied by, as applicable, (i) a make-whole premium, (ii) an exit fee of 2.0% of the principal amount of the Senior Secured Notes prepaid, (iii) certain other fees, indemnities and expenses, and (iv) all accrued interest on the Senior Secured Notes being so prepaid. The First Amendment provided for the reset of the date from which the make-whole premium is applicable with respect to the first tranche Senior Secured Notes. Specifically, the make-whole premium start date with respect to the first tranche Senior Secured Notes changed from October 12, 2021, to either (A) March 1, 2022, if the third tranche Senior Secured Notes are not issued or (B) August 8, 2022, if the third tranche Senior Secured Notes are issued. The Senior Secured Notes must be prepaid upon the receipt of cash under certain defined conditions, including from voluntary and involuntary asset dispositions, extraordinary receipts, issuance of new indebtedness, and contingent milestone payments for the Legacy Business paid by Alora, each such prepayment being accompanied by, as applicable, the fees described in (i) through (iv) above. The exit fee described in (ii) above is payable on the principal amount of all notes prepaid or repaid, including upon the repayment of the notes upon maturity. The Senior Secured Notes are guaranteed on a senior secured basis by the Company and certain of its subsidiaries. The Senior Secured Notes and guarantees are secured by substantially all of the assets of the Company and its U.S. subsidiaries. Subject to certain exceptions and qualifications, the Amended Note Purchase Agreement contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, including the guarantors, to (i) incur additional indebtedness or issue certain disqualified capital stock, (ii) create liens, (iii) transfer or sell assets, (iv) make certain investments, loans, advances and acquisitions, (v) engage in consolidations, amalgamations or mergers, or sell, transfer or otherwise dispose of all or substantially all of their assets, and (vi) enter into certain transactions with affiliates. The Amended Note Purchase Agreement also provides for customary events of default. In addition, the restrictive covenants in the Amended Note Purchase Agreement require the Company to comply with certain minimum liquidity requirements and minimum quarterly product sales requirements. Under the terms of the Amended Note Purchase Agreement, the Company is required to maintain unrestricted cash and cash equivalents greater than or equal to $15.0 million (with a decrease to $12.5 million, if the third tranche Senior Secured Notes have been issued and the Consolidated Upneeq Net Product Sales (as defined in the Note Purchase Agreement) are greater than or equal to $55.0 million), and, as of the end of each fiscal quarter, it is required to maintain consolidated Upneeq net product sales greater than or equal to specified quarterly thresholds (currently at $7.0 million for the fiscal quarter ending March 31, 2023, and increasing in $1.0 million increments each quarter thereafter until the quarter ending June 30, 2024, for which quarter and all subsequent quarters the threshold is $12.0 million). At December 31, 2022, the Company was in compliance with all covenants under the Amended Note Purchase Agreement. During the year ended December 31, 2021, the Company incurred aggregate debt issuance costs of $2.1 million related to the Senior Secured Notes, $1.5 million and $0.6 million of which were recognized as financial commitment assets underlying the first and second tranche Senior Secured Notes, respectively. The Company elected the fair value option of accounting on the first tranche Senior Secured Notes upon issuance and, accordingly, a proportionate amount of related debt issuance costs of $1.5 million were immediately written off to selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. The Company’s residual financial commitment asset related to the undrawn second tranche Senior Secured Notes, was being amortized over the relevant one-year commitment period, however, upon the issuance of the second tranche Senior Secured Notes in August 2022 the residual financial commitment asset was immediately expensed. As of December 31, 2021, the second tranche financial commitment asset had a carrying value of $3.1 million and was recorded within current assets in the accompanying consolidated balance sheet. During the year ended December 31, 2022, the Company recognized $3.1 million of amortization expense from the second tranche Senior Secured Notes financial commitment asset with such expense being recorded within interest expense and amortization of debt discount in the accompanying consolidated statements of operations and comprehensive loss. The Company also elected the fair value option of accounting on the second tranche Senior Secured Notes upon issuance and, accordingly, $0.9 million of related debt issuance costs were immediately written off in August 2022, with such expense being recorded within selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. On a recurring basis, changes in fair value of Senior Secured Notes will be presented in the accompanying consolidated statements of operations and comprehensive loss at each reporting period (see Note 21). In the year ended December 31, 2022, the Company obtained waivers from the applicable purchasers of mandatory repayments of an aggregate of $5.0 million in principal of the Senior Secured Notes as otherwise required under the Note Purchase Agreement, in exchange for a consent fee of $0.2 million, resulting in net retained proceeds of $4.8 million. Prior Credit Agreement Prior to October 12, 2021, the Company was party to a Credit Agreement, dated February 3, 2016, and as amended from time-to-time, under which an aggregate principal amount of $327.5 million of secured term loans were previously issued (the “Prior Term Loans”) and that provided for revolving credit commitments up to $50.0 million (the “Prior Revolving Facility,” and together with the Prior Term Loans, the “Prior Credit Agreement”). During the six months ended June 30, 2021, pursuant to the terms of the Prior Credit Agreement, the Company exercised its right to cure a shortfall in certain financial covenants which resulted in the mandatory prepayment of $5.3 million against the Prior Term Loans. On June 25, 2021, the Company amended the Prior Credit Agreement (the “Fifth Amendment”), pursuant to which liens on the Legacy Business were released and the parties agreed to (i) reduce the outstanding Prior Term Loans balance to $30.0 million upon the closing of the divestiture of the Legacy Business, (ii) terminate the Prior Revolving Facility (50% upon signing of the Fifth Amendment and the remaining 50% upon closing of the Legacy Business divestiture), and (iii) shorten the maturity of any remaining term loans to November 21, 2021. On August 27, 2021, the Company announced the closing of the divestiture of the Legacy Business (see Note 4). Proceeds from the divestiture of the Legacy Business, together with cash on hand were used to repay $186.1 million of debt under the Prior Term Loans and the Prior Revolving Facility expired without ever having been drawn upon. On October 12, 2021, using a portion of the proceeds from the issuance of Senior Secured Notes, together with the proceeds from a concurrent equity offering (see Note 20), the Company repaid the final $30.0 million outstanding principal under the Prior Term Loans. As a result of the complete principal repayments under the Prior Term Loans during the year ended December 31, 2021, the Company incurred immaterial fees and expenses upon extinguishment and also wrote off an aggregate of $1.5 million in debt issuance costs with the related expense classified within other non-operating gain or loss in the consolidated statements of operations and comprehensive loss. |