NOTES PAYABLE | N OTE 7 – NOTES PAYABLE Notes payable included the following as of March 31, 2021 and December 31, 2020 : March 31, December 31, 2021 2020 Secured notes payable: Secured note payable issued January 2, 2018, bearing interest of 6.29% per year. Note was paid off March 16, 2021. — 22,293 Secured note payable issued December 7, 2018 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. Principal balance $100,000. 100,000 100,000 Secured note payable issued December 7, 2018 to a shareholder who as of March 31, 2021 controls 5.2% of votes, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. Principal balance $100,000. 100,000 100,000 Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000. Note is currently past due. If a default notice is received, the interest rate will be 14%. 100,000 100,000 Secured note payable issued on December 7, 2018 related to the acquisition of Momentum Water Transfer Services LLC (MWTS), bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023. 792,470 792,470 Secured note payable issued June 17, 2019 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to March 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 100,000 100,000 Secured note payable issued May 1, 2019 to a shareholder who as of March 31, 2021 controls 9.7% of votes, bearing interest of 10% per year, due June 30, 2020. Note is currently past due. If a default notice is received, the interest rate will be 14%. 80,000 80,000 Secured note payable issued December 12, 2019 to a shareholder who as of March 31, 2021 controls approximately 9.7% of votes, bearing interest of 12% per year, due June 3, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 25,000 25,000 Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020. Note is currently past due. If a default notice is received the interest rate will be 10%. 123,818 123,818 Secured note payable issued February 27, 2020 in connection with the 5J acquisition, bearing interest of 10% per year, due February 1, 2023. In October 2020, note holder was named as a board member. 2,000,000 2,000,000 Various notes payable secured by equipment of 5J Trucking, LLC, bearing interest ranging from 5.32% to 5.5% maturing from January 2023 through March 2023. 528,838 568,589 Secured note payable issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023. The note holder as of March 31, 2021 controls 12.2% of common shares and has an officer on the Board of Directors of the Company. Deferred financing costs associated with this agreement were $3,504 as of March 895,440 1,012,237 Secured Master Lease Agreement refinanced substantially all of the 5J Entities equipment in the aggregate amount of $11,950,000 which amount was financed based on 75% of the net forced liquidation value of the equipment. The note 11,708,919 11,708,919 Secured promissory notes for Jake Oilfield Solutions LLC, SMG Industries, Inc, and 5J Trucking LLC, with Small Business Administration Economic Injury Disaster Loans, bearing interest 3.75% annually and matures in June, August, and September 2050. 390,000 390,000 Secured promissory note issued on June 20, 2020. The note is due and payable in thirty-six monthly installments of $45,585 commencing on July 20, 2020 and the final installment is due on July 1, 2023. Deferred financing costs associated with this agreement were $279,572 as of March 31, 2021. 1,411,456 1,570,617 18,355,941 Less discounts and deferred finance costs (612,838) (644,907) Less current maturities (5,224,918) (4,010,627) Long term secured notes payable, net of current maturities and discounts $ $ 14,038,409 Effective March 9, 2021, the Company entered into a third amendment and surrender agreement with Utica requiring weekly payments of $23,750 until May 28, 2021. Upon the occurrence of an event of default under such amendment, and after the expiration of any cure period related to any such default, the surrender agreement entered into between the parties shall govern the surrender of the ownership and possession of the 5J equipment to Utica, or their designee, pursuant to the terms of the Lease agreement between the parties. The surrender agreement directs any third party in possession of any of such equipment to surrender the equipment in their possession to Utica and for Lessee to comply with any related paperwork requests to transfer ownership of the equipment to Utica. The surrender agreement shall terminate on the earlier to occur of: (i) June 25, 2021, or (ii) the occurrence of an event of default, that is not cured within any applicable cure period. From June 4, 2021 to June 25, 2021 the weekly payments shall increase to $112,000 per week, and thereafter commencing on July 27, 2021 the payments shall be $448,000 per month. Notes Payable – Unsecured March 31, December 31, 2021 2020 Unsecured promissory note for 5J Oilfield Services LLC with Small Business Administration Paycheck Protection Program (“PPP1”), bearing interest 1.00% annually and matures in April 2022. $ 3,148,100 $ 3,148,100 Unsecured promissory notes for 5J Oilfield Services LLC, Jake Oilfield Solutions LLC and SMG Industries, Inc. Small Business Administration Paycheck Protection Program (“PPP2”), bearing interest 1.00% annually and matures in April 2026. 1,874,002 — Insurance premium financing note with original principal of $1,310,835, monthly payments of $133,939, with stated interest of 4.76%, maturing on December 1, 2021. 1,179,752 — Unsecured note payable with a shareholder who as of March 31, 2021 controls 5.2% of votes. Note issued on August 10, 2018 for $40,000, due December 30, 2018 (extended to June 30, 2020) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand Note is currently past due. If a default notice is received, the interest rate will be 15%. 44,559 44,559 Unsecured advances from the sellers of Momentum Water Transfer Services LLC, non-interest bearing and due on demand 35,000 35,000 Notes payable - unsecured 6,281,413 3,227,659 Less discount — — 6,281,413 3,227,659 Less current portion (4,449,569) (2,187,436) Notes payable - unsecured, net of current portion $ 1,831,844 $ 1,040,223 On April 22, 2020, 5J Oilfield Services LLC received cash proceeds of $3,148,100 from the Hancock Whitney Bank. In accordance with the requirements of the CARES Act, 5J and used the proceeds from the PPP1 Loan primarily for payroll costs. The PPP1 Loan is scheduled to mature on August 22, 2022, has a 1.00% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. On January 28, 2021, the 5J Oilfield Services LLC received proceeds of $1,769,002 under the SBA PPP2 program. On February 3, 2021, Jake Oilfield Solutions LLC received proceeds of $35,000 under the SBA PPP2 program. On February 4, 2021, SMG Industries, Inc. received proceeds of $70,000 under the SBA PPP2 program. The PPP2 loans mature 5 years from the date of the notes and bear interest at 1%. Payments of principal and interest payments begin one year and one month from the dates of the notes and are in 60 equal monthly installments. The loans are subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. In accordance with the requirements of the CARES Act, the Company intends to use the proceeds from the PPP2 Loans primarily for payroll costs. Unsecured Notes Payable – Discontinued Operations On April 28,2020, Trinity, received proceeds of $195,000 under the SBA PPP1 program. In accordance with the requirements of the CARES Act, the Companies used the proceeds from the PPP1 Loan primarily for payroll costs. The loans have a 1.00% interest rate and are subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The PPP Loan was scheduled to mature on, August 28, 2020. The Trinity loan was forgiven February 16, 2021. The Trinity loan was included in Current Liabilities-Discontinued Operations on the Company’s December 31, 2020 Consolidated Balance Sheet and the gain on the forgiveness of the loan is included in loss from discontinued operations on the Company’s Consolidated Statement of Operations for the three months ended March 31, 2021. Accounts Receivable Financing Facility (Secured Line of Credit) On February 27, 2020, the 5J Entities entered into a Revolving Accounts Receivable Assignment and Term Loan Financing and Security Agreement with Amerisource Funding Inc. (“Amerisource”) in the aggregate amount of $10,000,000 (“Amerisource Financing”).The Amerisource Financing provides for: (i) an equipment loan in the principal amount of $1,401,559 (“Amerisource Equipment Loan”), (ii) a bridge term facility in the amount of $550,690 (“Bridge Facility”), and (iii) an accounts receivable revolving line of credit up to $10,000,000 (“AR Facility”). The Company recorded deferred financing costs of $223,558 recognized on the date of incurrence as a discount. During the three months ended March 31, 2021, $26,688 of debt discount was amortized to interest expense , and unamortized discount was $98,158 as of March 31, 2021. Amerisource is a related party of the Company due to its holdings of common stock and convertible debt of the Company and has an officer on the Board of Directors of the Company. The AR Facility has been issued in an amount not to exceed $10,000,000, with the maximum availability limited to 85% of the eligible accounts receivable (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of the 5J Entities and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 4.5% in excess of the prime rate per annum, an initial collateral management fee of 0.75% of the maximum account limit per annum, a non-usage fee of 0.35% assessed on a quarterly basis on the difference between the maximum availability under the AR Facility and the average daily revolving loan balance outstanding, and a one time commitment fee equal to $100,000 paid at closing. The AR Facility can be terminated by the 5J Entities with 60 days written notice. There is an early termination fee equal to two percent (2.0%) of the then maximum account limit if there are more than twelve (12) months remaining in term of the AR Facility, or one percent (1.0%) of the then maximum account limit if there twelve months or less remaining in the term of the AR Facility. The Company is a guarantor of the Amerisource Financing. The balances under the above lines of credit was $3,718,730 and $4,046,256 as of March 31, 2021 and December 31, 2020, respectively. Convertible Notes Payable In April 2019, the Company issued a convertible promissory note in the amount of $50,000 to an individual investor. The note bears an interest rate of 8.50 %, payable in cash quarterly, matures in two years and is convertible at any time into shares of the Company’s common stock at a fixed conversion price of $0.50 (fifty cents) per share. On February 27, 2020, the Company entered into a loan agreement with Amerisource Leasing Corporation, which has an equity ownership of 13.9% and is considered a related party, for the sale of a 10% convertible promissory note in the principal amount of $1,600,000 (“Amerisource Stretch Note”). The Amerisource Stretch Note matures on February 27, 2023 and is convertible into shares of the Company’s common stock at a conversion price of $0.25 per share. The interest rate on the Amerisource Stretch Note increases to 11% per annum on February 27, 2021 and to 12% per annum on February 27, 2022. Interest shall be paid on a quarterly basis. In addition, 2,498,736 shares of the Company’s common stock with a fair value of $419,788 were issued to the noteholder in connection with the sale of the Amerisource Note. The Company recorded deferred financing costs of $419,788 recognized on the date of incurrence as a discount and will be amortized over the life of the loan. During the three months ended March 31, 2021, $34,982 of debt discount was amortized to interest expense , and there was $268,198 of unamortized discount as of March 31, 2021 . The Amerisource Stretch Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty. During the year ended December 31, 2020, the Company entered into secured note purchase agreements with nine individual investors for the purchase and sale of convertible promissory notes (“Convertible Notes”) in the principal amount of $2,019,000. The Convertible Notes are convertible at any time after the date of issuance into shares of the Company’s common stock at a conversion price of $0.10 per share. Interest on the Convertible Notes shall be paid to the investors at a rate of 10.0% per annum, paid on a quarterly basis, and the maturity date of the Convertible Notes is two years after the issuance date. The Convertible Notes are secured by all of the assets of the Company, subject to prior liens and security interests. The Company also issued a total of 3,028,500 shares of common stock to the investors. The Company recognized a debt discount of $1,057,710 which is equivalent to the relative fair value of the 3,028,500 common shares and the beneficial conversion feature on the Convertible Notes. During the three months ended March 31, 2021, the Company received $150,000 of cash and $112,071 of expenses paid on behalf of the Company in the form of new convertible notes under the terms above from related parties. The lender received 393,107 shares of the Company’s restricted common stock. The Company recognized debt discount of $175,051 based on the relative fair value of these shares and the beneficial conversion feature on the convertible notes. During the three months ended $151,984 of debt discount was amortized to interest expense. Of the $2,228,071 principal amount, $1,931,071 of the convertible notes are held by investors who are considered related parties, primarily existing debt holders. As of March 31, 2021, there was $921,847 of unamortized discount remaining. As of March 31, 2021, the convertible notes net balance was $2,741,321, consisting of long term convertible notes payable of $2,691,321, and current portion of convertible notes of $50,000. As of December 31, 2020, the convertible notes net balance was $2,467,335 consisting of long term convertible notes payable of $2,417,335 and current portion of convertible notes of $50,000. Future maturities of all the Company’s debt as of March 31, 2021 are as follows: 2022 $ 12,388,226 2023 8,212,576 2024 8,954,773 2025 2,119,275 2026 710,757 Total $ 32,385,607 |