Long-Term Debt

Amended and Restated Credit Agreement

On September 18, 2017, in connection with the Lovoo Acquisition, as discussed in Note 2— Acquisitions, the Company entered into an Amended and Restated Credit Agreement with the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as the Agent, amending and restating the Credit Agreement, dated March 3, 2017. The Amended and Restated Credit Agreement provides a New Revolving Credit Facility for $20.0 million and a New Term Loan Facility of $60.0 million. On October 18, 2017, the Company drew down $60.0 million from its New Term Loan Facility in connection with the Lovoo Acquisition. Fees and direct costs incurred when the Company entered into the New Credit Facilities were $0.6 million. Fees and direct costs incurred are offset against long-term debt on the accompanying balance sheet as of December 31, 2018.

On March 7, 2018, the Company entered into an amendment to the Amended and Restated Credit Agreement that, among other things, amends the definition of “Applicable Rate” and “EBITDA” and makes certain changes to the financial covenants. On July 27, 2018, the Company entered into an additional amendment to the Amended and Restated Credit Agreement that amends the Company’s obligation to use certain of its excess cash flow to prepay its obligations under the Credit Agreement by limiting the applicable period for the fiscal year ended December 31, 2017 to the period commencing October 31, 2017 and ended December 31, 2017. The Company made a one-time principal payment of approximately $4.3 million in the third quarter of 2018. The expected excess cash flow payment related to the fiscal year end December 31, 2018 was approximately $3.6 million. This expected excess cash flow payment is included in current portion of long-term debt on the consolidated balance sheet as of December 31, 2018.

The Company will use proceeds of the New Revolving Credit Facility to finance working capital needs and for general corporate purposes. Amounts under the New Revolving Credit Facility may be borrowed, repaid and re-borrowed from time to time until the maturity date of the Credit Agreement on September 18, 2020. The New Term Loan Facility is subject to quarterly payments of principal in an amount equal to $3,750,000 commencing December 31, 2017 and continuing through maturity. At the Company’s election, loans made under the New Credit Facilities will bear interest at either (i) Base Rate plus an applicable margin or (ii) LIBO Rate plus an applicable margin, subject to adjustment if an event of default under the Amended and Restated Credit Agreement has occurred and is continuing. The Base Rate means the highest of (a) the Agent’s “prime rate,” (b) the federal funds effective rate plus 0.50% and (c) the LIBO Rate for an interest period of one month plus 1%. The Company’s Guarantors will guarantee the obligations of the Company and its subsidiaries under the New Credit Facilities. The obligations of the Company and its subsidiaries under the New Credit Facilities are secured by all of the assets of the Company and the Guarantors, subject to certain exceptions and exclusions as set forth in the Amended and Restated Credit Agreement and other loan documents.

The New Term Loan Facility consisted of the following:



	December 31, 2018			December 31, 2017
Principal	$	36,940,158		$	56,250,000
Less: Debt discount, net	(285,618		)	(612,894		)
Net carrying amount	36,654,540			55,637,106
Less: current portion	18,566,584			15,000,000
Long-term debt, net	$	18,087,956		$	40,637,106

The weighted average interest rate at December 31, 2018 was 5.59%. As of December 31, 2018 and 2017, the Company did not have an outstanding balance on its Revolving Credit Facility.

Credit Agreement

On March 3, 2017, in connection with the if(we) Acquisition discussed in Note 2— Acquisitions, the Company entered into a Credit Agreement with the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., the Agent. The Credit Agreement provided for a Revolving Credit Facility of $15.0 million and a Term Loan Facility of $15.0 million. On April 3, 2017, the Company drew down $15.0 million from its Term Loan Facility in connection with the if(we) Acquisition. On September 18, 2017, the Company paid in full the outstanding balance on this Term Loan Facility.