NOTES PAYABLE | NOTE 7 ā NOTES PAYABLE Notes payable included the following as of March 31, 2022 and December 31, 2021: ā ā ā ā ā ā ā ā ā March 31, December 31, ā ā 2022 ā 2021 Secured notes payable: ā ā ā ā ā ā ā ā ā Secured note payable issued December 7, 2018 to a shareholder, 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, 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 May 1, 2019 to a shareholder, 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 June 17, 2019 to a shareholder, 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 with a related party issued February 27, 2020 in connection with the 5J acquisition, bearing interest of 10% per year, due February 1, 2023. ā 2,000,000 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 ā 267,509 ā ā 343,723 ā ā ā ā ā ā ā Secured note payable with a related party issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023. ā ā 428,253 ā ā 545,050 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 390,000 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. Unamortized deferred financing costs associated with this agreement were $287,560 as of March 31, 2022. ā ā 998,388 ā ā 1,071,821 ā ā ā ā ā ā ā Secured promissory note issued on January 27, 2022. The note is due on May 1, 2026 and secured by machinery and equipment owned by the Company. The Company paid an initial installment of $95,025, with monthly payments of approximately $15,275 per month beginning in June 2022 through maturity. ā ā 738,185 ā ā ā ā ā ā ā ā ā ā Secured promissory note with Amerisource, a related party, issued on September 7, 2021 in the amount of $12,740,000, bearing interest at 12%, maturing September 7, 2026. The Company is required to make monthly payments of interest only beginning October 1, 2021, with payments of principal and interest beginning in October 2022. On March 15, 2022, the Company entered into an agreement with Amerisource, to amend the Loan Agreement dated September 7, 2021, pursuant to which Amerisource agreed to increase the loan commitment to the Company from $12,740,000 to $16,740,000. ā ā 16,740,000 ā ā 12,740,000 ā ā 22,834,805 ā 18,363,064 Less discounts and deferred finance costs ā (287,560) ā (299,353) Less current maturities ā (3,696,887) ā (3,527,960) ā ā ā ā ā ā ā Long term secured notes payable, net of current maturities and discounts ā $ 18,850,358 ā $ 14,535,751 ā On January 27, 2022, the Company issued a secured promissory note for $843,844, which includes precomputed interest of $147,818. The note is due on May 1, 2026 and secured by machinery and equipment owned by the Company. The Company paid an initial installment of $95,025 plus an additional $10,634 payment, with monthly payments of approximately $15,275 per month beginning in June 2022 through maturity. On March 15, 2022, each of our 5J subsidiaries entered into an agreement with Amerisource Funding Inc. (āAmerisourceā), our senior lender, to amend the Loan Agreement dated September 7, 2021, pursuant to which Amerisource agreed to increase the loan commitment to the 5J entities from $12,740,000 to $16,740,000. The Company received $4,000,000 of cash proceeds from this agreement. The Company amortized total debt discount of $11,793 related to secured notes payable during the three months ended March 31, 2022. Notes Payable ā Unsecured ā ā ā ā ā ā ā ā ā March 31, December 31, ā ā 2022 ā 2021 Insurance premium financing note with original principal of $1,353,151, monthly payments of $138,285, with stated interest of 4.76%, maturing on December 1, 2022. ā $ 1,214,867 ā $ ā ā ā ā ā ā ā ā Insurance premium financing note with original principal of $1,487,202, monthly payments of $153,537, with stated interest of 6.99%, maturing on May 1, 2022. ā 297,400 ā 743,576 ā ā ā ā ā ā ā Insurance premium financing note with original principal of $292,065, monthly payments of $7,793, with stated interest of 5.78%, maturing on February 14, 2022. ā ā ā 58,413 ā ā ā ā ā ā ā Unsecured note payable with a shareholder. 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 Unsecure 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 an original settlement of $196,188, monthly payments of $6,822 for 24 months, with an interest rate of 6% and a default interest rate of 18%. ā ā 77,967 ā ā 98,433 ā ā ā ā ā ā ā Unsecured note payable with a shareholder, a related party. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. During the three months ended March 31, 2022, an additional $895,025 was loaned by the shareholder, related party. ā ā 1,045,025 ā ā 150,000 ā ā ā ā ā ā ā Unsecured note payable with a shareholder, a related party. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. On January 6, 2022, the shareholder, related party, loaned the Company an additional $100,000. This note is currently past due. ā ā 250,000 ā ā 150,000 ā ā ā ā ā ā ā Unsecured note payable with a shareholder. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. On January 6, 2022, the shareholder, loaned the Company an additional $100,000. This note is currently past due. ā ā 250,000 ā ā 150,000 ā ā ā ā ā ā ā Unsecured note payable with a shareholder, a related party. Note issued on February 14, 2022 for $134,073, due March 31, 2022 and 12% interest per year. This note is currently past due. ā ā 134,073 ā ā ā ā ā ā ā ā ā ā Notes payable - unsecured ā ā 3,348,891 ā ā 1,429,981 Less discounts and deferred finance costs ā ā ā ā ā (261,561) Less current portion ā (3,348,891) ā (1,168,420) ā ā ā ā ā ā ā Notes payable - unsecured, net of current portion ā $ ā ā $ ā ā On January 6, 2022, Newton Dorsett, a member of our board of directors, loaned us $100,000 pursuant to a short term bridge note, that along with the initial loan to us in December 2021 of $150,000, totals $250,000. This bridge note matured on January 31, 2022, and pays a 12% per annum interest rate. On January 6, 2022, Grey Fox Investments which is controlled by Brady Crosswell, a member of our board of directors, loaned us $100,000 pursuant to a short term bridge note, that along with the loan to us in December 2021 of $150,000, totals $250,000. This bridge note matured on January 31, 2022, and pays a 12% per annum interest rate On January 7, 2022, Mr. Madden loaned us $100,000 pursuant to short term bridge note, that along with the initial loan to us in December 2021 of $150,000, totals $250,000. This bridge note matured on January 31, 2022 and pays a 12% per annum interest rate. On February 11, 2022, Mr. Madden loaned us $95,025 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Madden also received 142,538 shares issued in the first quarter 2022 as an equity incentive in connection with this note. On February 14, 2022, Mr. Madden loaned us $250,000 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Madden also received 375,000 shares issued in the first quarter 2022 as an equity incentive in connection with this note. On February 14, 2022, James Frye, a member of our board of directors, loaned us $134,073 pursuant to a short term bridge note that matures on March 31, 2022. Mr. Frye also received 201,110 shares issued in the first quarter 2022 as an equity incentive in connection with this note. On March 3, 2022, Mr. Madden loaned us $450,000 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Madden also received 675,000 shares issued in the first quarter 2022 as an equity incentive in connection with this note. The Company amortized total debt discount of $659,335 related to unsecured notes payable during the three months ended March 31, 2022. 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 three months ended March 31, 2022, $27,059 of debt discount was amortized to interest expense, and unamortized discount was $1,369 as of March 31, 2022. 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 90% 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 $9,676,648 and $9,468,759 as of March 31, 2022 and December 31, 2021, respectively. Convertible Notes Payable 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 shall be paid on a quarterly basis. The Amerisource Stretch Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty. 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 three months ended March 31, 2022, $34,982 of debt discount was amortized to interest expense, and there was $116,608 of unamortized discount as of March 31, 2022. As of March 31, 2022 and December 31, 2021, the outstanding principal balance was $1,600,000. During the three months ended March 31, 2022, $798,845 of debt discount was amortized to interest expense, and there was $3,871,373 of unamortized discount as of March 31, 2022. ā Of the $8,907,035 principal amount outstanding, $7,906,740 of the Convertible Notes are held by investors who are considered related parties, primarily existing debt holders. ā As of March 31, 2022, the convertible notes, net balance was $5,035,662 which long term convertible notes payable of $1,591,690 and current portion of convertible notes of $3,443,972. As of December 31, 2021, the convertible notes, net balance was $4,236,817 which long term convertible notes payable of $2,620,145 and current portion of convertible notes of $1,616,672. ā Future maturities of all the Companyās debt as of March 31, 2022 are as follows: ā ā ā ā ā 2022 $ 20,604,868 2023 ā 9,428,850 2024 ā 3,831,511 2025 ā 3,644,580 2026 ā 7,046,990 Thereafter ā ā 211,951 Total ā $ 44,768,750 ā |