Envestnet, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt

Debt

6 Months Ended

Jun. 30, 2021

The Company’s outstanding debt obligations as of June 30, 2021 and December 31, 2020 were as follows:


	June 30,		December 31,
	2021		2020

	(in thousands)
Revolving credit facility balance	$	—	$	—

Convertible Notes due 2023	$	345,000	$	345,000
Unamortized issuance costs on Convertible Notes due 2023	(3,999)		(4,306)
Unaccreted discount on Convertible Notes due 2023	—		(24,058)
Convertible Notes due 2023 carrying value	$	341,001	$	316,636

Convertible Notes due 2025	$	517,500	$	517,500
Unamortized issuance costs on Convertible Notes due 2025	(12,090)		(11,731)
Unaccreted discount on Convertible Notes due 2025	—		(65,902)
Convertible Notes due 2025 carrying value	$	505,410	$	439,867

Amended Credit Agreement

The credit agreement under which the Company’s revolving credit facility was issued (the “Amended Credit Agreement”) includes certain financial covenants and, as of June 30, 2021, the Company was in compliance with these requirements.

As of June 30, 2021, the Company had $500.0 million available to borrow under the revolving credit facility, subject to covenant compliance.

Convertible Notes due 2023

single liability measured at amortized cost within Long-term debt in the condensed consolidated balance sheets. Accordingly, the Convertible Notes due 2023 are presented in the condensed consolidated balance sheets at their gross proceeds of $345.0 million less unamortized debt issuance costs of $4.0 million as of June 30, 2021 with no future accretion of the original issue discount necessary.

In connection with the issuance of the Convertible Notes due 2023, the Company incurred $10.0 million of issuance costs in 2018, of which $8.6 million was originally allocated to the debt component and presented net in Long-term debt and $1.4 million was originally allocated to the equity component and presented within additional paid-in capital in the condensed consolidated balance sheets. Upon adoption of ASU 2020-06, effective January 1, 2021, the costs originally allocated to the equity component are reflected within Long-term debt and are being amortized and recorded as additional interest expense over the life of the Convertible Notes due 2023.

The effective interest rate of the Convertible Notes due 2023 was approximately 2.4% for the three and six months ended June 30, 2021. The effective interest rate of the Convertible Notes due 2023 was approximately 6% for the three and six months ended June 30, 2020. The effective interest rate of the Convertible Notes due 2023 is equal to the stated interest rate plus the amortization of the debt issuance costs subsequent to adoption. Prior to the adoption of ASU 2020-06, the effective interest rate calculation also included the amortization of the original issue discount.

Convertible Notes due 2025

Upon adoption of ASU 2020-06, effective January 1, 2021, the embedded conversion option, or equity component, is no longer separated from the host contract and recognized within additional paid-in capital and is instead accounted for as a single liability measured at amortized cost within Long-term debt in the condensed consolidated balance sheets. Accordingly, the Convertible Notes due 2025 are presented in the condensed consolidated balance sheets at their gross proceeds of $517.5 million less unamortized debt issuance costs of $12.1 million as of June 30, 2021 with no future accretion of the original issue discount necessary.

In connection with the issuance of the Convertible Notes due 2025, the Company incurred a total of $14.5 million of issuance costs in 2020, of which $12.6 million was originally allocated to the debt component and presented net in Long-term debt and $1.9 million was originally allocated to the equity component and presented within additional paid-in capital in the condensed consolidated balance sheets. Upon adoption of ASU 2020-06, effective January 1, 2021, the costs originally allocated to the equity component are reflected within Long-term debt and are being amortized and recorded as additional interest expense over the life of the Convertible Notes due 2025.

The effective interest rate of the Convertible Notes due 2025 was approximately 1.3% for the three and six months ended June 30, 2021. The Convertible Notes due 2025 were not outstanding as of June 30, 2020. The effective interest rate of the Convertible Notes due 2025 was equal to the stated interest rate plus the amortization of the debt issuance costs subsequent to adoption.

See “Note 14—Net Income (Loss) Per Share” for further discussion of the effect of conversion on net income per share.

Interest Expense

Interest expense was comprised of the following and is included in other expense, net in the condensed consolidated statements of operations:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

	(in thousands)
Coupon interest	$	2,480	$	1,510	$	4,960	$	3,011
Amortization of issuance costs	1,429		633		2,852		1,264
Undrawn and other fees	316		133		628		286
Interest on revolving credit facility	—		2,009		—		4,527
Accretion of debt discount	—		2,349		—		4,680
Total interest expense	$	4,225	$	6,634	$	8,440	$	13,768

For the three and six months ended June 30, 2021, total interest expense related to the Convertible Notes due 2023 and the Convertible Notes due 2025 (collectively, the "Convertible Notes") was $3.7 million and $7.4 million, respectively, with coupon interest expense of $2.5 million and $5.0 million and the amortization of debt discount and issuance costs of $1.2 million and $2.4 million, respectively.

For the three and six months ended June 30, 2020, total interest expense related to the Convertible Notes due 2023 was $4.3 million and $8.5 million, respectively, with coupon interest expense of $1.5 million and $3.0 million and the amortization of debt discount and issuance costs of $2.8 million and $5.5 million, respectively.