Anuvu Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Financing Arrangements

Financing Arrangements

3 Months Ended

Mar. 31, 2020

Covenant Compliance

Please refer to Note 2. Summary of Significant Accounting Policies for additional details regarding covenant compliance.

Long-Term Debt

A summary of our borrowings as of March 31, 2020 and December 31, 2019 is set forth below (in thousands):



	March 31, 2020			December 31, 2019
Senior secured term loan facility, due January 2023⁽⁺⁾	$	504,680		$	506,037
Senior secured revolving credit facility, due January 2022⁽⁺⁾⁽¹⁾	80,615			43,315
Convertible senior notes due 2035⁽²⁾	82,500			82,500
Second Lien Notes, due June 2023⁽³⁾	188,716			178,034
Other debts⁽⁴⁾	22,937			23,685
Unamortized bond discounts, fair value adjustments and issue costs, net	(58,068		)	(60,509		)
Total carrying value of debt	821,380			773,062
Less: current portion, net	(804,575		)	(15,678		)
Total non-current	$	16,805		$	757,384

⁽⁺⁾This facility is a component of the 2017 Credit Agreement.

⁽¹⁾As of March 31, 2020, the available balance under our $85.0 million Revolving Credit Facility is $0.0 million (net of outstanding letters of credit). The 2017 Credit Agreement provides for the issuance of letters of credit in the amount equal to the lesser of $15.0 million and the aggregate amount of the then-remaining revolving loan commitment. As of March 31, 2020, we had outstanding letters of credit of $4.4 million under the 2017 Credit Agreement.

⁽²⁾The principal amount outstanding of the 2.75% convertible senior notes due 2035 (the “Convertible Notes”) as set forth in the foregoing table was $82.5 million as of March 31, 2020. The carrying amount, net of debt issuance costs and associated discount, was $71.3 million and $71.1 million as of March 31, 2020 and December 31, 2019, respectively.

⁽³⁾ The principal amount outstanding of the second lien notes due June 30, 2023 (the “Second Lien Notes”) as set forth in the foregoing table was $188.7 million as of March 31, 2020. The value allocated to the attached penny warrants and market warrants for financial reporting purposes was $14.9 million and $9.3 million, respectively. These qualify for classification in stockholders’ equity and are included in the condensed consolidated balance sheets within “Additional paid-in capital”.

⁽⁴⁾ As of March 31, 2020, Other debts primarily consisted of (i) $3.4 million remaining financed amount for transponder purchases, which was payable April 2020, and remains unpaid at filing date; and (ii) $18.4 million of finance lease liability relating to an assessed right-of-use over a satellite bandwidth capacity (refer to Note 4. Leases for further details).

The aggregate contractual maturities of all borrowings, including finance leases, subsequent to March 31, 2020 were as follows (in thousands):



Years Ending December 31,	Amount
2020 (remaining nine months)	$	13,633
2021	29,818
2022	110,564
2023	633,974
2024	3,236
Thereafter	88,223
Total	$	879,448

Reclassification of Long-Term Debt to Current

Although the Company entered into the Tenth Amendment to the 2017 Credit Agreement as a result of which it was not required to comply with the Maximum First Lien Leverage covenant for the period ended March 31, 2020, it was in compliance with all covenants under its debt agreements as of March 31, 2020. Based on current projections, management believes it is probable that the Company will not comply with the Minimum Liquidity covenant and the Maximum First Lien Leverage covenant in the 2017 Credit Agreement during the remainder of the fiscal year. Based on the above and the cross-default provisions contained in our other debt, which would be triggered upon acceleration of debt under the 2017 Credit Agreement, at March 31, 2020 the Company classified all applicable long-term debt as current. See Note 2. Summary of Significant Accounting Policies for further details.

Revolving Credit Facility Drawdown

On February 28, 2020, as a precautionary measure to ensure financial flexibility and maintain maximum liquidity in response to the COVID-19 pandemic, we further leveraged our balance sheet, and executed a drawdown of the remaining $41.8 million under our Revolving Credit Facility (the “Drawdown”) with a corresponding increase in our cash on hand. Following the Drawdown, we have no remaining borrowing under the Revolving Credit Facility. As of March 31, 2020 we had approximately $54.2 million of cash and cash equivalents, excluding restricted cash of approximately $0.7 million.