CENTRE LANE SENIOR SECURED CREDIT FACILITY | CENTRE LANE SENIOR SECURED CREDIT FACILITY Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of Wild Sky Media, a subsidiary (the “Purchase Agreement”). To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) in the amount of $16.5 million, comprising of $15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $900,000 and approximately $500,000 of expenses. On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities. On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Acquisition. This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2% of the principal amount of the existing First Out and Last Out Terms Loans, totaling $706,000, additionally, an exit fee of $18,000 of the loan to finance the Big Village Acquisition. The outstanding principal on these at April 20, 2023 was $31.0 million and $4.3 million, respectively. These fees total $724,000 and are due on payable at maturity. Additionally, the maturity dates were extended to April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. The shares valued $1.9 million, based on a per share price of $0.09, which was the closing price of the Company’s common stock at close of market on April 19, 2023. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of June 30, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. Including the Seventeenth Amendment, Centre Lane Partners subsequently loaned the Company an additional $36.0 million to provide liquidity to fund operations beginning in April 2021 (as amended, the “Centre Lane Senior Secured Credit Facility”). This Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0% per annum, with payments of 2.5% of outstanding principal beginning on June 30, 2023. The interest rate was increased to 10.0% pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is payable-in-kind (“PIK Interest”) in lieu of cash payment. Commencing with the ninth amendment, the interest rate was increased to 12% on all subsequent draws with 8% payable quarterly in cash and 4% payable-in-kind in lieu of cash payment. These draws are known as the “last in first out loans”, totaling $4.4 million inclusive of exit fees at June 30, 2023, due and payable on April 20, 2026. There is no prepayment penalty associated with this Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility would be required in the event of certain future capital raises. Optional Prepayment The Company may, at any time, voluntarily prepay, in whole or in part, a minimum of $250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. Repayment of Loans The Company is required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ending on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5% of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date. The outstanding amount for these draws at June 30, 2023 is $32.4 million, inclusive of interest paid in kind. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. During the three and six months ended June 30, 2023, the Company paid approximately $161,000 toward outstanding interest payable, there was no payment made during the same period for 2022. There was no payment on the principal loan balance for the three and six months ended June 30, 2023, and 2022. Fees Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services provided under the Credit Agreement. The Credit Agreement provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Credit Agreement and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $140,000 and is included in outstanding principal. The administrative fee charged during the three months ended June 30, 2023 and 2022 was $35,000 and $35,000, respectively. The below table summarizes the loan balances and accrued interest for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party (Current Portion) $ 4,048 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 53,061 25,101 Net principal 57,109 29,961 Add: debt discount 7,041 3,148 Outstanding principal $ 64,150 $ 33,109 The below table summarizes the movement in the outstanding principal for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Opening balance $ 33,109 26,334 Add: Draws 27,816 3,050 Exit and other fees 818 621 Interest capitalized 2,407 3,104 31,041 6,775 Outstanding principal $ 64,150 $ 33,109 Amendments to Centre Lane Senior Secured Credit Facility Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Credit Agreement between itself and Centre Lane Partners. The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent. The Credit Agreement was amended to provide for additional loans used for working capital. In addition, and as part of the transaction, there are exit fees (the "Exit Fees"), which will be added and capitalized to the principal amount of the original loan. As of June 30, 2023, there were eighteen amendments to the Credit Agreement. Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value or the original debt and the fair value of the new debt. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt. In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $35.5 million was derecognized and the new debt of $62.7 million was recognized at estimated fair value. A gain on extinguishment was recognized against additional paid in capital of $670,000, as Centre Lane Partners is a related party. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. There was no impact on principal or interest and no fees incurred by the Company for this amendment. The below table summarizes the amendments to the Credit Agreement that impacted principal, interest and fees that were executed by the Company since the inception of the facility to June 30, 2023, (in thousands, except for share data): Number Date Draw $’000 Repayment Interest Interest Rate (Cash) Agency Fee Exit Fee (A) Common Accounting Impact 1 04/26/21 $ — April 20, 2026 10 % $ — $ — $ — 150,000 Extinguishment (B) 2 05/26/21 1,500 April 20, 2026 10 % — — 750 3,000,000 Modification 3 08/12/21 500 April 20, 2026 10 % — — 250 2,000,000 Modification 4 08/31/21 1,100 April 20, 2026 10 % — — 550 — Modification 5 10/08/21 725 April 20, 2026 10 % — — 363 — Extinguishment 6 11/05/21 800 April 20, 2026 10 % — — 800 7,500,000 Modification 7 12/23/21 500 April 20, 2026 10 % — 70 500 — Modification $ 5,125 $ 70 $ 3,213 12,650,000 8 01/26/22 350 April 20, 2026 10 % — — 350 — Modification 9 02/11/22 250 April 20, 2026 4 % 8 % — 13 — Modification 10 03/11/22 300 April 20, 2026 4 % 8 % — 15 — Modification 11 03/25/22 500 April 20, 2026 4 % 8 % — 25 — Modification 12 04/15/22 450 April 20, 2026 4 % 8 % — 23 — Modification 13 05/10/22 500 April 20, 2026 4 % 8 % 35 25 — Modification 14 06/10/22 350 April 20, 2026 4 % 8 % — 18 — Modification 15 07/08/22 350 April 20, 2026 4 % 8 % — 18 — Modification $ 3,050 $ 35 $ 487 — 16 02/10/23 1,500 April 20, 2026 4 % 8 % — 75 — Modification 17 04/20/23 26,316 April 20, 2026 15 % — % 35 708 21,401,993 Extinguishment (C) $ 35,991 $ 140 $ 4,483 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. Draws advanced by amendments 2 through 8 totaling $5.5 million and exit fees totaling $3.6 million, were due for full repayment on February 28, 2022. Prior to this date, the loan agreement allowed the Company to waive the accrual of interest on these amounts. There was no repayment of these amounts, and as a result, on March 11, 2022, amendment 10 was executed, changing the repayment date of the outstanding principal and commencing interest accrual on the exit fees. All amounts advanced for amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17. The outstanding amount at June 30, 2023 is $4.4 million, inclusive of interest paid in kind. As of June 30, 2023 and December 31, 2022, of the Centre Lane Senior Secured Credit Facility was $57.1 million and $30.0 million, respectively, net of unamortized debt discount of $7.0 million and $3.1 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method. Interest expense for the three and six months ended June 30, 2023, and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Interest expense $ 1,707 $ 829 $ 2,570 $ 1,386 Amortization 536 331 837 608 Total interest expense $ 2,243 $ 1,160 $ 3,407 $ 1,994 Subsequent Events On July 28, 2023, the Credit Agreement was amended, to provide for an additional term loan amount of $2.0 million. This term loan matures on June 30, 2024. See Note 23, Subsequent Events to the consolidated financial statements. The principal balance of these Convertible Notes payable was $80,000 at June 30, 2023 and December 31, 2022. The total Convertible Notes payable was $75,000 and $68,000, net of discount of $5,000 and $12,000, at June 30, 2023 and December 31, 2022, respectively. Interest expense for the Convertible Notes was $6,000 inclusive of interest of $2,000 and discount amortization of $4,000 for the three months ended June 30, 2023, and 2022. Interest expense for the Convertible Notes was $11,000 inclusive of interest of $4,000 and discount amortization of $7,000 for the six months ended June 30, 2023 and 2022. The outstanding principal and interest of the Convertible Notes is due and payable November 2023. |