Current Report Filing (8-k)
March 17 2020 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 12, 2020
NTN
BUZZTIME, INC.
(Exact
name of Registrant as Specified in Charter)
Delaware
|
|
001-11460
|
|
31-1103425
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
1800
Aston Ave., Suite 100
|
|
|
Carlsbad,
California
|
|
92008
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(760)
438-7400
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock
|
|
NTN
|
|
NYSE American
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
In
September 2018, NTN Buzztime, Inc. (“we,” “us,” or “our”) entered into loan and security agreement
with Avidbank (the “Original LSA”) under which we borrowed a $4,000,000 term loan. On March 12, 2020, we entered into
an amendment to the Original LSA (as amended, the “LSA”). In connection with entering into the amendment, we made
a $433,000 payment on our term loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020
and a $350,000 principal prepayment, thereby reducing the outstanding principal balance of our term loan to $2.0 million. Under
the terms of the amendment, the minimum earnings before interest, taxes, depreciation and amortization, or EBITDA, covenant in
the Original LSA was replaced with a monthly minimum asset coverage ratio covenant, which we refer to as the ACR covenant, and
the minimum liquidity covenant in the Original LSA was amended to provide that the aggregate amount of unrestricted cash we have
in deposit accounts or securities accounts maintained with Avidbank must be at all times not less than the principal balance outstanding
under our term loan. Under the ACR covenant, the ratio of (i) our unrestricted cash at Avidbank as of the last day of a calendar
month plus 75% of our outstanding accounts receivable accounts that are within 90 days of invoice date to (ii) the outstanding
principal balance of our term loan on such day must be no less than 1.25 to 1.00. The amendment also changed the maturity date
of our term loan from September 28, 2022 to December 31, 2020, and commencing on April 30, 2020, we must make principal plus accrued
interest payments on the last day of each month, such that all amounts owed under the LSA will be repaid by December 31, 2020.
The principal payment we must make each month will be $125,000 for each of April, May and June, $300,000 for each of July, August,
September, October and November, and $125,000 for December.
The
foregoing summary of the material terms of the amendment does not purport to be complete and is qualified in its entirety by reference
to the amendment, a copy of which is attached as an exhibit to this report and is incorporated herein by reference.
Item
2.02. Results of Operation and Financial Condition.
On
March 17, 2020, we issued a press release announcing our financial results for the three and twelve months ended December 31,
2019. The press release is furnished as Exhibit 99.1.
The
information set forth under this Item 2.02 and in Exhibit 99.1 is not being filed for purposes of Section 18 of the Securities
Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant under the Securities Act of
1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation
language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
Item
2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
NTN
BUZZTIME, INC.
|
|
|
Date:
March 17, 2020
|
By:
|
/s/
Sandra Gurrola
|
|
|
Sandra
Gurrola
|
|
|
Sr.
Vice President of Finance
|
NTN Buzztime (AMEX:NTN)
Historical Stock Chart
From Aug 2024 to Sep 2024
NTN Buzztime (AMEX:NTN)
Historical Stock Chart
From Sep 2023 to Sep 2024