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Notes Payable, Long-Term Borrowing, and Convertible Notes | 12 Months Ended
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Dec. 31, 2023
Notes Payable Long-term Borrowing And Convertible Notes |
Notes payable, long-term borrowing, and convertible notes | Notes Payable, Long-Term Borrowing, and Convertible Notes Notes payable, long-term borrowings, and convertible notes as of December 31, 2023 and 2022 consist of the following (in thousands):
Note |  | Stated Interest Rate |  | Principal Balance |  | Capitalized Interest |  | Debt Discount |  | December 31, 2023
2026 Convertible Notes |  | 3.25 | % |  | $ | 397,500 |  |  | $ | — |  |  | $ | (5,752) |  |  | $ | 391,748 |
Note payable |  | 10.0 | % |  | 2,700 |  |  | 3,585 |  |  | — |  |  | 6,285 |
BPi France |  | 2.25 | % |  | 1,612 |  |  | — |  |  | — |  |  | 1,612 |
Other |  | 4.0 | % |  | 30 |  |  | 8 |  |  | — |  |  | 38 |
|  |  |  | $ | 401,842 |  |  | $ | 3,593 |  |  | $ | (5,752) |  |  | $ | 399,683 |
Note |  | Stated Interest Rate |  | Principal Balance |  | Capitalized Interest |  | Debt Discount |  | December 31, 2022
2026 Convertible Notes |  | 3.25 | % |  | $ | 402,500 |  |  | $ | — |  |  | $ | (8,406) |  |  | $ | 394,094 |
Note payable |  | 10.0 | % |  | 2,700 |  |  | 2,950 |  |  | — |  |  | 5,650 |
BPi France |  | 2.25 | % |  | 1,986 |  |  | — |  |  | — |  |  | 1,986 |
Other |  | 4.0 | % |  | 30 |  |  | 7 |  |  | — |  |  | 37 |
|  |  |  | $ | 407,216 |  |  | $ | 2,957 |  |  | $ | (8,406) |  |  | $ | 401,767 |
2026 Convertible Notes On February 2, 2021, the Company issued $402.5 million of convertible notes (“2026 Convertible Notes.”) The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were approximately $389.4 million, after deducting a discount and offering expenses of approximately $13.1 million. The Company adopted the ASU 2020-06 on January 1, 2022 using the modified retrospective method. After adoption, the Company accounts for the 2026 Convertible Notes as single liability measured at amortized cost. The Company did not elect the fair value option. The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved. The initial equivalent conversion price of the 2026 Convertible Notes was $57.78 per share of the Company’s common stock. Holders may convert their 2026 Convertible Notes on or after November 15, 2025, until the close of business on the second business day preceding the maturity date or prior to November 15, 2025 under certain circumstances including: i.during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on March 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ii.during the five-business day period after any five consecutive trading day period in which the trading price for each trading day of such five consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; iii.if the Company calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or iv.upon the occurrence of specified corporate events. The Company may also redeem all or any portion of the 2026 Convertible Notes after February 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares. If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2026 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes plus any accrued and unpaid interest. In addition, if a corporate event (as defined in the Indenture) occurs prior to the maturity date or if the Company issues a notice of redemption, the Company may be required increase the conversion rate by a pre-defined amount for any holder who elects to convert their 2026 Convertible Notes in connection with such a corporate event. During the year ended December 31, 2023, the Company repurchased $5.0 million principal amount of the 2026 Convertible Notes for $3.3 million and recognized a gain on extinguishment of $1.6 million. During the years ended December 31, 2023, 2022, and 2021, the Company paid $13.1 million, $13.4 million, and $7.0 million, respectively, of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $2.6 million, $2.5 million, and $2.4 million, respectively, which is included in amortization of debt discount in the consolidated statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the net carrying value of the 2026 Convertible Notes was $391.7 million and $394.1 million, respectively, with unamortized debt discount and issuance costs of $5.8 million and $8.4 million, respectively. As of December 31, 2023 and 2022, the estimated fair value (Level 2) of the 2026 Convertible Notes was $288.2 million and $183.1 million, respectively. Note payable The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $2.7 million note payable bearing interest at the rate of 10.0% per annum that was due on October 1, 2018 (“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to $3.3 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. The outstanding balance as of December 31, 2023 and 2022, including interest and penalties, is $6.3 million and $5.7 million, respectively, and is included in notes payable on the accompanying consolidated balance sheet. BPi France The Company assumed through the acquisition of Molotov in December 2021, $2.4 million in notes bearing interest rates of 2.25% per annum. During the year ended December 31, 2023 and 2022, the Company repaid principal of approximately $0.4 million and $0.4 million, respectively. As of December 31, 2023 and 2022, the principal balance totaled approximately $1.6 million and $2.0 million, respectively, and is included in long-term borrowings-current portion on the accompanying consolidated balance sheet. Societe Generale The Company assumed through the acquisition of Molotov in December 2021, $1.3 million in notes bearing interest rates of 0.25%. During the year ended December 31, 2022, the Company repaid principal of $1.3 million. Other The Company assumed, through the consolidation of its subsidiary EAI, a $30,000 note payable due to a relative of the former Chief Executive Officer, John Textor bearing interest at the rate of 4.0% per annum. As of December 31, 2023 and 2022, the principal balance and accrued interest totaled approximately $38,000 and $37,000, respectively.

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