NOTES PAYABLE | 5. NOTES PAYABLE In May 2022, Rail Land Company executed on a Promissory Note for a construction loan (“Construction Note”) of $21M and a Promissory Note for a revolving line of credit (“Line of Credit”) of $2M with a bank to provide for the developer portion of infrastructure costs of the Rail Park. A portion of the $21M Construction Note was used to repay the Secured Promissory Note discussed below. The Construction Note is secured by the underlying property of the Rail Park and RMI is guarantor. The Line of Credit is secured by amounts owned to Rail Land Company from the District for submitted pay applications. The Construction Note and Line of Credit incur interest at prime rate plus 2.25% and each have maturity dates of May 20, 2024. The initial interest rate is 6.25%. Net proceeds from the sale of Rail Park lots shall be used to reduce the then outstanding principal balance of the Construction Note at a rate of eighty five percent (85%) of net proceeds of the first lot sale and seventy five percent (75%) of net proceeds from subsequent lot sales. Distributions or dividends of Rail Land Company to any of its members or other legal beneficial owner may not be paid without the consent of the bank. Rail Land Company is to maintain a minimum cash balance with the bank of $1M, tested quarterly. On July 24, 2020, Rail Land Company executed a Term Loan Promissory Note, primarily secured by the underlying property of the Rail Park (“Secured Promissory Note”), with a private lender for $2,500,000 . The Secured Promissory Note was due to mature on July 31, 2021, and accrued interest at per annum. RMI was guarantor of the Secured Promissory Note. On March 5, 2021, Rail Land Company refinanced the Secured Promissory Note and executed a note that provided for a total credit facility of $12,189,000. The refinanced Secured Promissory Note remained secured by underlying property of the Rail Park and RMI remained a guarantor. The maturity date of the refinanced Secured Promissory Note was March 5, 2022, and accrued interest at 12% per annum. The refinanced Secured Promissory Note provided for the option to extend the maturity date of the refinanced Secured Promissory Note for up to twelve months in exchange for a $121,890 payment. In addition to the payment, the release fee maximum amount would increase by $250,000 if the option to extend the maturity was exercised. A $450,000 release fee payment was made in the quarter ended March 31, 2021, as a result of a lot sale. Consequently, the maximum release fee payment amount was reduced to $1,800,000 as of March 31, 2021. The release fee amount was further reduced by approximately $1,050,000, utilizing proceeds from the Water Rights Sale (see Note 10) In February 2022, the Company exercised its option to extend the secured Promissory Note to September 1, 2022, in exchange for a loan fee of approximately $61,000 . On September 9, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $150,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $731. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated September 9, 2020, the Loan Authorization and Agreement, dated September 9, 2020, and the Security Agreement, dated September 9, 2020, each between the SBA and the Company. In April and June 2020, the Company executed two unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which is being amortized on a straight-line basis, which approximates the effective interest method. In December 2020, the Company executed an unsecured note with an investor in the amount of $400,000. The note is carried net of original issue discount (3.75%) and was repaid in January 2021. In March 2020, the federal government passed the Coronavirus Aid, Relief, and Security Act (the "CARES Act"), which provided among other things the creation of the Paycheck Protection Plan ("PPP"), which is sponsored and administered by the U.S. Small Business Administration ("SBA"). On April 20, 2020, the Company executed a loan agreement (the "PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans matured April 20, 2022. The Company recorded the PPP Loan as a debt obligation and accrues interest over the term of the PPP Loan. The interest rate on the PPP Loan is 1.00%. The PPP Loan is unsecured and contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Simmons, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. As of June 30, 2021, the PPP Loan principal and accrued interest are classified as noncurrent in the Condensed Consolidated Balance Sheets. In June 2021, the Company received formal notification in the form of a letter dated May 25, 2021, from Simmons that the SBA approved the Company’s PPP Loan forgiveness applications for the Company’s Loan in the amount of $438,500 (including accrued interest). The Company accounted for the debt forgiveness during its fiscal first quarter of 2022 and will recognize a gain on extinguishment of debt (other income) in the amount of $438,500 in the Consolidated Statements of Operations in the respective quarter. March 31, Effective 2023 2022 Interest Rate Maturity Date Equipment Loans $ 5,969 $ 47,957 2.10% - 6.30% August 25, 2021 - January 22, 2023 Secured promissory note — 4,712,732 12.00% September 1, 2022 Construction Note 13,586,665 — 9.75% May 20, 2024 Unsecured notes — 408,864 10.00% May 1, 2022 Promissory notes 243,782 290,219 1.09% January 1, 2025 Lines of credit — — 5.75% May 6, 2020 Promissory notes (PPP loan) — — 1.00% April 20, 2022 Secured disaster loan (SBA) 164,531 158,906 3.75% September 9, 2050 14,000,947 5,618,678 Unamortized debt issuance cost (447,154) (215,735) 13,553,793 5,402,943 Less: current portion (40,969) (235,118) Debt due after one year $ 13,512,824 $ 5,167,825 |