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Long-term Debt

12 Months Ended

Dec. 31, 2022

20. Long-term Debt

Senior Secured Notes

As of December 31, 2022 and 2021, the Company had an outstanding obligation with B. Riley, in its capacity as agent for the purchasers and as purchaser, pursuant to a third amended and restated note purchase agreement (the “Senior Secured Notes”) entered into on December 15, 2022, where it amended the second amended and restated note purchase agreement issued on January 23, 2022.

The Senior Secured Notes, prior to and including the third amended and restated note purchase agreement, provide for:

	●	a provision for the Company to enter into Delayed Draw Term Notes (as described below), in the aggregate principal amount of $9,928 as of December 31, 2021;

	●	a provision where the Company added $13,852 to the principal balance of the notes for interest payable on the notes on last day of a fiscal quarter from September 30, 2020 to December 31, 2021 as payable in-kind;

	●	a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments;

	●	an interest rate of 10.0% per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

	●	interest on the notes will be payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

	●	a maturity date of December 31, 2023, subject to certain acceleration conditions;

	●	all borrowings under the notes to be collateralized by substantially all assets of the Company; and

	●	the Company to enter into the Bridge Notes for $36,000 and to increase the line of credit with SLR in an aggregate principal amount not to exceed $40,000.

Delayed Draw Term Notes

As of December 31, 2022 and 2021, the Company had an outstanding obligation with B. Riley, in its capacity as agent for the purchasers and as purchaser, pursuant to a third amended and restated note purchase agreement (the “Delayed Draw Term Notes”) entered into on December 15, 2022, where it amended the second amended and restated note purchase agreement issued on January 23, 2022:

The Delayed Draw Term Notes, prior to and including the third amended and restated note purchase agreement, provide for:

● an interest rate of 10.0% per annum, subject to adjustment in the event of default;

● a drawdown of $5,086 ($4,578 net proceeds were received after payment of commitment and funding fees paid $509) on December 28, 2021; and

● interest on the notes to be payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

a maturity date on December 31, 2022 for $5,928 of principal due (repaid with the proceeds from the Bridge Notes) with the remaining balance due of $4,000 on December 31, 2023, subject to certain acceleration terms; and

● all borrowings under the notes to be collateralized by substantially all assets of the Company.

The following table summarizes the long-term debt:

Schedule of Long Term Debt

	As of December 31, 2022							As of December 31, 2021
	Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value
Senior Secured Notes, as amended, matures December 31, 2023	$	62,691	$	(904	)	$	61,787	$	62,691	$	(1,935	)	$	60,756
Delayed Draw Term Notes, as amended, matures December 31, 2023		4,000		(103	)		3,897		9,928		(567	)		9,361
Total	$	66,691	$	(1,007	)	$	65,684	$	72,619	$	(2,502	)	$	70,117
Carrying value:
Current portion						$	65,684						$	5,744
Long-term portion							-							64,373
Total						$	65,684						$	70,117

As of December 31, 2022 and 2021, the Company’s Delayed Draw Term Notes, as amended, carrying value of $3,897 and $9,361, respectively, was as follows: (1) $0 and $5,928 for the first draw (less unamortized discount and debt issuance costs of $0 and $180), respectively; and (2) $4,000 and $4,000 for the second draw (less unamortized discount and debt issuance costs of $103 and $387), respectively. As of December 31, 2022, the effective interest of the Senior Secured Notes and Delayed Draw Term Notes second draw was 11.4% and 12.5%, respectively.

The Company’s principal maturities of long-term debt are due December 31, 2023 in the amount of $66,691.

Information for the years ended December 31, 2022 and 2021 with respect to interest expense related to long-term debt is provided below.

Interest Expense

The following table represents interest expense:

Summary of Interest Expense

	Years Ended December 31,
	2022		2021
Amortization of debt costs:
Senior Secured Notes	$	1,031	$	1,806
Delayed Draw Term Notes		464		300
Bridge Notes		77		-
Line of credit		9		-
Total amortization of debt costs		1,581		2,106
Accrued and noncash converted interest:
Senior Secured Notes		-		6,394
Delayed Draw Term Notes		-		548
Bridge Notes		204		-
Parade		116		-
Payroll Protection Program Loan		-		14
Total accrued and noncash converted interest		320		6,956
Cash paid interest:
Senior Secured Notes		6,356		-
Delayed Draw Term Notes		980		-
Line of credit		1,328		825
Other		864		568
Total cash paid interest		9,528		1,393
Total interest expense	$	11,429	$	10,455

Paycheck Protection Program Loan

During the year ended December 31, 2021, the Company recorded a $5,717 (including accrued interest of $14) gain upon debt extinguishment that was recognized pursuant to a Paycheck Protection Program Loan that was forgiven on June 22, 2021 that was entered into on April 6, 2020 with JPMorgan Chase Bank, N.A. under the enacted Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration, in other income on the consolidated statements of operations.