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Note 9 - Non-recourse Long-term Debt, Net
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Debt Disclosure [Text Block]
9.
Non-Recourse Long-Term Debt, Net
 
In
November
2016,
through a new wholly-owned subsidiary MNTX Royalties Sub LLC (“MNTX Royalties”), we entered into a loan agreement (the “Royalty-Backed Loan”) with a fund managed by HealthCare Royalty Partners III, L.P. (“HCRP”). We borrowed
$50.0
million and can borrow an additional
$50.0
million, subject to mutual agreement with HCRP, up to
twelve
months after the closing date. Under the terms of the Royalty-Backed Loan, the lenders have no recourse to us or to any of our assets other than the right to receive royalty payments from the commercial sales of RELISTOR products owed under our agreement with Valeant. The RELISTOR royalty payments will be used to repay the principal and interest on the loan. The Royalty-Backed Loan bears interest at a per annum rate of
9.5%.
 
Under the terms of the loan agreement, payments of interest and principal, if any, under the loan will be made on the last day of each calendar quarter out of RELISTOR royalty payments received since the immediately-preceding payment date. On each payment date prior to
March
31,
2018,
RELISTOR royalty payments received since the immediately preceding payment date will be applied solely to the payment of interest on the loan, with any royalties in excess of the interest amount retained by us. Beginning on
March
31,
2018,
50%
of RELISTOR royalty payments received since the immediately-preceding payment date in excess of accrued interest on the loan will be used to repay the principal of the loan, with the balance retained by us. Starting on
September
30,
2021,
all of the RELISTOR royalties received since the immediately-preceding payment date will be used to repay the interest and outstanding principal balance until the balance is fully repaid. The loan has a maturity date of
June
30,
2025.
Upon the occurrence of certain triggers in the loan agreement, or if HCRP so elects on or after
January
1,
2018,
all of the RELISTOR royalty payments received after the immediately-preceding payment date shall be applied to the payment of interest and repayment of principal until the principal of the loan is fully repaid. In the event of such an election by HCRP, we have the right to repay the loan without any prepayment penalty.
 
In connection with the Royalty-Backed Loan, we paid HCRP a lender fee of
$0.5
million and incurred additional debt issuance costs totaling
$0.9
million, which includes expenses that we paid on behalf of HCRP and expenses incurred directly by us. Debt issuance costs and the lender fee have been netted against the debt as of
March
31,
2017,
and are being amortized over the estimated term of the debt using the effective interest method. For the
three
months ended
March
31,
2017,
we recognized interest expense, including amortization of the debt discount, related to the Royalty-Backed Loan, of
$1.3
million. On
March
31,
2017,
we paid HCRP the accrued interest due for the quarter of
$1.2
million.
 
The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs require that we make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs will be amortized. As of
March
31,
2017,
the outstanding balance of the Royalty-Backed Loan was
$49.5
million, inclusive of payment-in-kind interest expense of
$0.8
million and net of unamortized debt discount of
$1.3
million.
 
 
As of
March
31,
2017,
we were in compliance with all material covenants under the Royalty-Backed Loan and there was no material adverse change in our business, operations, or financial conditions, as defined in the loan agreement.