Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Term Debt

12. Term Debt

Senior Secured Notes

As of June 30, 2023 and December 31, 2022, the Company had an outstanding obligation with BRF, 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 an aggregate principal amount of $9,928 as of December 31, 2021 (the Company repaid $5,928 on December 31, 2022);

● 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 convertible 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, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

● interest on the notes 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 June 30, 2023 and December 31, 2022, the Company had an outstanding obligation with BRF, 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;

● interest on the notes 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, 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 term debt:

	As of June 30, 2023 (unaudited)							As of December 31, 2022
	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	$	(456	)	$	62,235	$	62,691	$	(904	)	$	61,787
Delayed Draw Term Notes, as amended, matures December 31, 2023		4,000		(52	)		3,948		4,000		(103	)		3,897
Total	$	66,691	$	(508	)	$	66,183	$	66,691	$	(1,007	)	$	65,684

As of June 30, 2023 and December 31, 2022, the term debt carrying value of $66,183 and $65,684, respectively, was reflected as a current liability on the condensed consolidated balance sheets. As of June 30, 2023, the effective interest rate of the Senior Secured Notes and Delayed Draw Term Notes were 11.4% and 12.5%, respectively.

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

Information for the three and six months ended June 30, 2023 and 2022 with respect to interest expense related to the term debt is provided below.

Interest Expense

The following table represents interest expense:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Amortization of debt costs:
Line of credit	$	53	$	-	$	107	$	-
Bridge Notes		411		-		1,039		-
Senior Secured Notes		225		223		448		574
Delayed Draw Term Notes		26		51		51		360
Total amortization of debt costs		715		274		1,645		934
Noncash and accrued interest:
Parade		-		69		-		69
Other accrued interest		602		-		602		-
Total noncash and accrued interest		602		69		602		69
Cash paid interest:
Line of credit		309		-		747		-
Bridge Notes		1,320		-		2,447		-
Senior Secured Notes		1,585		1,585		3,152		3,152
Delayed Draw Term Notes		101		251		201		499
Other		369		327		389		672
Total cash paid interest		3,684		2,163		6,936		4,323
Total interest expense	$	5,001	$	2,506	$	9,183	$	5,326

Noncash and accrued interest of $204 as of December 31, 2022, related to the Bridge Notes, was paid in cash during the six months ended June 30, 2023.