NOTES PAYABLE | NOTE 7 ā NOTES PAYABLE Notes payable included the following as of June 30, 2021 and December 31, 2020: ā ā ā ā ā ā ā ā ā June 30, December 31, ā ā 2021 ā 2020 Secured notes payable: ā ā ā ā ā ā ā ā ā Secured note payable issued January 2, 2018, bearing interest of 6.29% per year. Note was paid off March 16, 2021. ā $ ā ā $ 22,293 ā ā ā ā ā ā ā Secured note payable issued December 7, 2018 to a shareholder who as of June 30, 2021 controls 4.5% 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%. ā 100,000 ā 100,000 ā ā ā ā ā ā ā Secured note payable issued December 7, 2018 to a shareholder who as of June, 2021 controls 8.4% 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%. ā 100,000 ā 100,000 ā ā ā ā ā ā ā Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance. Note is currently past due. If a default notice is received, the interest rate will be 14%. ā 100,000 ā 100,000 ā ā ā ā ā ā ā Secured note payable issued on December 7, 2018 related to the acquisition of MWTS, bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023. ā 792,470 ā 792,470 ā ā ā ā ā ā ā Secured note payable issued June 17, 2019 to a shareholder who as of June 30, 2021 controls 8.4% 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%. ā 100,000 ā 100,000 ā ā ā ā ā ā ā Secured note payable issued May 1, 2019 to a shareholder who as of June 30, 2021 controls 8.4% 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%. ā 80,000 ā 80,000 ā ā ā ā ā ā Secured note payable issued December 12, 2019 to a shareholder who as of June 30, 2021 controls approximately 8.4% 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%. ā 25,000 ā 25,000 ā ā ā ā ā ā ā 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%. ā ā 123,818 ā ā 123,818 ā ā ā ā ā ā ā 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 serves as a board member. ā ā 2,000,000 ā ā 2,000,000 ā ā ā ā ā ā ā 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. ā 428,005 ā 568,589 ā ā ā ā ā ā ā Secured note payable issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023. The note holder as of June 30, 2021 controls 10.6% of common shares and has an officer on the Board of Directors of the Company. ā ā 778,644 ā ā 1,012,237 ā ā ā ā ā ā ā Secured Master Lease Agreement refinanced substantially all of the 5J Entities equipment and a guarantee by an officer of the Company 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 matures on May 27, 2024. The effective interest rate on this agreement is approximately 18.7%. Effective June 10, 2021, the monthly payment was $240,000, increasing to $418,616 in July 2021. Deferred financing costs associated with this agreement were $304,900 as of June 30, 2021. ā ā 11,668,502 ā ā 11,708,919 ā ā ā ā ā ā ā Secured promissory notes for Jake, 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. ā ā 390,000 ā ā 390,000 ā ā ā ā ā ā ā 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 June 30, 2021. ā 1,299,327 ā 1,570,617 ā ā 17,985,766 ā 18,693,943 Less discounts and deferred finance costs ā (584,472) ā (644,907) Less current maturities ā (5,973,559) ā (4,010,627) ā ā ā ā ā ā ā Long term secured notes payable, net of current maturities and discounts ā $ 11,427,735 ā $ 14,038,409 ā 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. ā Effective June 10, 2021, the Company entered into a fourth amendment and surrender agreement with Utica requiring weekly payments of $60,000 until July 2, 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 July 9, 2021, until August 27, 2021 the weekly payments shall increase to $104,654 per week, and thereafter commencing on August 27, 2021 the payments shall be between $418,616 and $523,270 per month through the maturity date. ā Notes Payable ā Unsecured ā ā ā ā ā ā ā ā ā June 30, December 31, ā ā 2021 ā 2020 Unsecured promissory note for 5J Oilfield Services LLC with Small Business Administration Paycheck Protection Program (āPPP1ā), bearing interest 1.00% annually and was scheduled to mature in April 2022. The loan was forgiven on June 3, 2021. ā $ ā ā $ 3,148,100 ā ā ā ā ā ā ā Unsecured promissory notes for 5J Oilfield Services LLC, Jake Oilfield Solutions LLC and SMG Industries, Inc. Small Business Administration Paycheck Protection Program (āPPP2ā), bearing interest 1.00% annually and matures in April 2026. ā 1,874,002 ā ā ā ā ā ā ā ā ā 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. ā 1,180,953 ā ā ā ā ā ā ā ā ā Unsecured note payable with a shareholder who as of June 30, 2021 controls 4.5% 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%. ā ā 44,559 ā ā 44,559 ā ā ā ā ā ā ā Unsecured advances from the sellers of MWTS, non-interest bearing and due on demand ā ā 35,000 ā ā 35,000 ā ā ā ā ā ā ā Unsecured payable for settlement of lawsuit with principal of $146,188, monthly payments of $6,822 for 24 months, with an interest rate of 6% and a default interest rate of 18%. ā ā 132,545 ā ā ā ā ā ā ā ā ā ā Notes payable - unsecured ā ā 3,267,059 ā ā 3,227,659 Less current portion ā (1,807,829) ā (2,187,436) ā ā ā ā ā ā ā Notes payable - unsecured, net of current portion ā $ 1,459,230 ā $ 1,040,223 ā 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 used the proceeds from the PPP1 Loan primarily for payroll costs. The PPP1 Loan was scheduled to mature on August 22, 2022, had a 1.00% interest rate, and was 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 loan was forgiven on June 3, 2021. The gain on the forgiveness of the loan is included in other income on the Companyās Consolidated Statements of Operations for the three and six months ended June 30, 2021. ā On January 28, 2021, 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. ā 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. ā On April 13, 2021, the Company settled a lawsuit filed against the Company. The Company agreed to pay $196,188 with a $50,000 payment due on May 1, 2021 and twenty-four consecutive monthly payments of $6,822 beginning on June 1, 2021 and ending on May 1, 2023. As of June 30, 2021, the settlement had an outstanding balance of $132,545. ā Unsecured Notes Payable ā 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 Companyās December 31, 2020 Consolidated Balance Sheet and the gain on the forgiveness of the loan is included in loss from discontinued operations on the Companyās Consolidated Statements of Operations for the three and six months ended June 30, 2021. ā 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. (āAmerisourceā) in the aggregate amount of $10,000,000 (āAmerisource Financingā).The Amerisource Financing provides for: (i) an equipment loan in the principal amount of $1,401,559 (āAmerisource Equipment Loanā), (ii) a bridge term facility in the amount of $550,690 (āBridge Facilityā), and (iii) an accounts receivable revolving line of credit up to $10,000,000 (āAR Facilityā). The Company recorded deferred financing costs of $223,558 recognized on the date of incurrence as a discount. During the six months ended June 30, 2021, $53,440 of debt discount was amortized to interest expense, and unamortized discount was $71,430 as of June 30, 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. ā 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. ā The balances under the above lines of credit were $5,918,906 and $4,046,256 as of June 30, 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 Companyās common stock at a fixed conversion price of $0.50 (fifty cents) per share. ā 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 (āAmerisource Stretch Noteā). The Amerisource Stretch Note matures on February 27, 2023 and is convertible into shares of the Companyās 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 is paid on a quarterly basis. In addition, 2,498,736 shares of the Companyās 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 six months ended June 30, 2021, $69,965 of debt discount was amortized to interest expense, and there was $233,215 of unamortized discount as of June 30, 2021. The Amerisource Stretch Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty. ā 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 (āConvertible Notesā) 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 Companyās 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 six months ended June 30, 2021, the Company received $1,405,000 of cash and $208,129 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 2,419,694 shares of the Companyās restricted common stock. The Company recognized debt discount of $1,463,883 based on the relative fair value of these shares and the beneficial conversion feature on the convertible notes. During the six months ended June 30, 2021, $382,224 of debt discount was amortized to interest expense, and there was $1,980,439 of unamortized discount as of June 30, 2021. ā Of the $3,632,129 principal amount, $2,932,129 of the convertible notes are held by investors who are considered related parties, primarily existing debt holders. ā As of June 30, 2021, the convertible notes net balance was $3,068,769, consisting of long term convertible notes payable of $3,018,769, 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. ā Future maturities of all the Companyās debt as of June 30, 2021 are as follows: ā ā ā ā ā 2022 $ 13,821,754 2023 ā 8,914,232 2024 ā 8,816,659 2025 ā 444,116 2026 ā 314,362 Thereafter ā ā 214,488 Total ā $ 32,525,611 ā |