Long-Term Debt | (4) Long-Term Debt Long-term debt is comprised of the following: December 31, September 30, Credit facility—term loan facilit y $ 239,000,000 $ 238,000,000 Credit facility—revolving credit facilit y 11,000,000 20,000,000 Promissory note 13,500,000 7,750,000 263,500,000 265,750,000 Less unamortized debt issuance costs (7,287,548 ) (5,628,288 ) 256,212,452 260,121,712 Less current installments (7,500,000 ) (2,750,000 ) $ 248,712,452 $ 257,371,712 As of September 30, 2020, the credit facility consisted of a term loan facility with a remaining balance of $238.0 million and a revolving credit facility with an outstanding balance of $20.0 million and a maximum commitment of $20.0 million. As of September 30, 2020, the Company had no available commitments under its revolving credit facility. Following the entry into the Amendment as described below, at the Company’s option, the credit facility may bear interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus a margin of 4.25% or (ii) the base rate (as defined in the credit agreement) plus a margin of 3.25%. The LIBOR interest rate for the term loan is subject to a 1% floor and the base rate is subject to a 2% floor. Interest payments are, for loans based on LIBOR, due at the end of each applicable interest period unless the interest period is longer than three months, in which case they are due at the end of each three-month period. Interest payments for loans based on the base rate are due quarterly. The revolving credit facility carried interest, based on LIBOR, at 4.4% as of September 30, 2020 and matures on November 17, 2022. The term loan carried interest, based on LIBOR, at 5.25% as of September 30, 2020 and matures on November 1, 2023. On June 30, 2020, the Company entered into the Amendment with certain of its lenders. The Amendment amended and modified the credit agreement to, among other things, (i) increase the interest rate applicable to the term loans and revolving credit facility by 25 basis points per annum, (ii) add fees of 300 basis points payable on December 31, 2021 and 150 basis points payable on December 31, 2022, if the credit agreement is not refinanced prior to such time, (iii) impose additional reporting requirements, (iv) revise the Excess Cash Flow prepayment requirement such that when the Total Leverage Ratio is greater than 4.5x, 75% of Excess Cash Flow must be prepaid, with such prepayment amounts stepping down to 50%, 25% and 0% upon achievement of certain Total Leverage Ratio milestones, and (v) reduce the flexibility to incur certain additional indebtedness, liens and investments and make certain restricted payments, subject to the achievement of certain leverage-based milestones. In connection with the Amendment, the Company recorded a loss on modification of long-term debt of $2.8 million during the second quarter of 2020. Additionally, the Amendment modified the financial covenant to remove the maximum First Lien Leverage Ratio previously tested quarterly through the fiscal quarter ended March 31, 2020. In its place, the Amendment added (i) a minimum liquidity covenant of $8.5 million (the “Minimum Liquidity Amount”), which will be tested every other week until the Total Leverage Ratio is less than 5.0x, (ii) a minimum EBITDA (as defined in the credit agreement, as amended by the Amendment) covenant, which will be tested monthly beginning October 31, 2020 through June 30, 2021 and (iii) a maximum First Lien Leverage Ratio covenant, which will be tested quarterly beginning with the fiscal quarter ending September 30, 2021. The Amendment also modifies the definition of Consolidated EBITDA to remove certain add-backs As of December 31, 2019, the credit facility consisted of a term loan facility with a remaining balance of $239.0 million and a revolving credit facility with an outstanding balance of $11.0 million and a maximum commitment of $20.0 million. The term loan facility and revolving credit facility carried interest, based on LIBOR, at 5.8% as of December 31, 2019. The credit facility is secured by substantially all assets of the Company and its subsidiaries and is guaranteed jointly and severally by the Company and its subsidiaries. If the Company defaults under the terms of the credit agreement, the Company and its subsidiaries may be required to perform under their guarantees. As of September 30, 2020, the maximum amount of undiscounted payments the Company and its applicable subsidiaries would have been required to make in the event of default was $258.0 million. The guarantees for the credit facility expire on November 17, 2022 for the revolving credit facility and on November 1, 2023 for the term loan facility. Failure to comply with financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of the credit agreement, as amended by the Amendment, could result in the acceleration of the maturity of the Company’s outstanding debt, which could have a material adverse effect on the Company’s business or results of operations. The Company projects that it will be in compliance with all applicable financial covenants, as amended, for the next twelve months. On November 14, 2019, the Company acquired a majority interest in an esports team and issued a promissory note for $16.5 million to the seller (the “Promissory Note”). The Promissory Note had a remaining balance of $13.5 million as of December 31, 2019. On June 30, 2020, the Company entered into an amendment to the Promissory Note (as amended, the “Amended Promissory Note”) applicable to the remaining balance of $ 10.0 cash-pay payment-in-kind 20-day (including the issuance on July 8, 2020 noted below). On July 8, 2020, the Company issued an initial stock payment of 1,276,596 shares of Class A common stock at a fixed price of $2.35 per share that reduced the principal amount of the Amended Promissory Note by $2.25 million. The shares were issued at $1.99 per share and the $0.3 million difference between the fair value of the shares and the principal reduction was recorded as additional interest expense. As of September 30, 2020, the Amended Promissory Note had a balance of $7.75 million. The aggregate scheduled principal repayments of the credit facility and Amended Promissory Note for the remainder of 2020 and the next three years are as follows: 2020 $ 2,250,000 2021 750,000 2022 21,250,000 2023 241,500,000 Total $ 265,750,000 |