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Long-term Debt

12 Months Ended

Dec. 31, 2019

18. Long-term Debt

12% Senior Secured Note

On June 10, 2019, the Company entered into a note purchase agreement with one accredited investor, BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B. Riley, pursuant to which the Company issued to the investor a 12% senior secured note, due July 31, 2019 (the “12% Senior Secured Note”), in the aggregate principal amount of $20,000,000, which after taking into account a B. Riley FBR placement fee of $1,000,000 and legal fees and expenses of the investor of $135,000, resulted in the Company receiving net proceeds of $18,865,000, of which $16,500,000 was deposited into escrow to fund TheStreet Merger consideration and the balance of $2,365,000 was to be used by the Company for working capital and general corporate purposes. The balance outstanding under the note purchase agreement was no longer outstanding as of June 14, 2019 (refer to 12% Amended Senior Secured Notes below).

12% Amended Senior Secured Notes

On June 14, 2019, the Company entered into an amended and restated note purchase agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, which amended and restated the note purchase agreement and the 12% senior secured note dated June 10, 2019 issued by the Company thereunder. All borrowings under the amended and restated note purchase agreement are collateralized by substantially all assets of the Company. Pursuant to the amended and restated note purchase agreement, the Company issued an amended and restated 12% senior secured note, due June 14, 2022, in the aggregate principal amount of $68,000,000, which amended, restated, and superseded that $20,000,000 12% senior secured note issued by the Company on June 10, 2019 to the investor (the “12% Amended Senior Secured Note(s)”). The Company received additional gross proceeds of $48,000,000, which after taking into account a B. Riley FBR placement of $2,400,000, the Company received net proceeds of $45,600,000, of which $45,000,000 was paid to ABG against future Royalties in connection with the Sports Illustrated Licensing Agreement with ABG, and the balance of $600,000 was used by the Company for working capital and general corporate purposes. In addition, the Company paid B. Riley FBR, in cash, a success fee of $3,400,000 and legal fees of the investor of $50,000.

On August 27, 2019, the Company entered into a first amendment to amended note purchase agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, which amended the amended and restated 12% Amended Senior Secured Note. Pursuant to this first amendment, the Company received gross proceeds of $3,000,000, which after taking into account a B. Riley FBR placement fee of $150,000, the Company received net proceeds of approximately $2,850,000, which was used by the Company for working capital and general corporate purposes. In addition, the Company paid B. Riley FBR in cash legal fees of the investor of $17,382. Subsequent to the date of these consolidated financial statements the notes were further amended (see Note 28).

The following table represents the components of the 12% Amended Senior Secured Notes recognized during the year ended December 31, 2019 and carrying value as of December 31, 2019:

	12% Amended Senior Secured Notes
Principal amount of debt:
Principal amount of debt received on June 10, 2019	$	20,000,000
Principal amount of debt received on June 14, 2019		48,000,000
Principal amount of debt received on August 27, 2019		3,000,000
Subtotal principal amount of debt		71,000,000
Add accrued interest		1,082,642
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067)		(4,853,933	)
Less principal payments paid in cash		(17,307,364	)
Principal amount of debt outstanding including accrued interest		49,921,345
Debt discount:
Placement fee to B. Riley FBR		(3,550,000	)
Success based fee to B. Riley FBR		(3,400,000	)
Legal and other costs		(202,382	)
Subtotal debt discount		(7,152,382	)
Less amortization of debt discount		1,240,782
Unamortized debt discount		(5,911,600	)
Carrying value at December 31, 2019	$	44,009,745

Information for the year ended December 31, 2019 with respect to interest expense related to the 12% Amended Senior Notes is provided below under the heading Interest Expense.

Interest Expense

The following table summarizes the interest expense for the year ended December 31, 2019:

	12% Convertible Debentures		12% Amended Senior Secured Notes		Officer Promissory Notes		Total Interest Expense
Amortization of debt discount	$	3,304,893	$	1,240,782	$	-	$	4,545,675
Accrued interest		1,831,130		1,228,709		5,794		3,065,633
Cash paid interest				2,351,404		983		2,352,887
Totals	$	5,136,023	$	4,821,395	$	6,777		9,964,195
Cash paid for other interest								499,375
Total interest expense							$	10,463,570

The following table summarizes the interest expense for the year ended December 31, 2018:

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures		Total Interest Expense
Accretion of original issue discount	$	44,133		$	-		$	25,463		$	-	$	69,596
Amortization of debt discount		315,309			64,452			68,637			153,442		601,840
Loss on extinguishment of debt		292,201			885,080			173,056			-		1,350,337
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument		(29,860	)		(1,042,000	)		(25,000	)		-		(1,096,860	)
Write off unamortized debt discount upon extinguishment of debt		460,278			406,550			403,088			-		1,269,916
Accrued interest		-			69,920			28,009			82,913		180,842
Other interest		20,986			-			-			-		20,986
Totals	$	1,103,047		$	384,002		$	673,253		$	236,355		2,396,657
Accrued interest on Officer Promissory Notes													12,574
Other interest													99,643
Total interest expense												$	2,508,874