Debt | Note 8 - Debt As of September 30, 2021 and December 31, 2020, debt consisted of the following: Schedule of Debt As of As of September 30, December 31, 2021 2020 Long-term debt $ 294,933 $ 5,677,505 Short-term debt 3,304,897 7,745,843 Related party notes payable - 3,001,366 Convertible Notes, net of subscriptions to members - 8,254,390 Payroll protection loan - 1,669,552 Other notes payable - 212,066 Line of credit 3,500,000 3,500,000 Total notes payable 7,099,830 30,060,722 Less: current portion (3,445,495 ) (22,649,995 ) Less: line of credit (3,500,000 ) (3,500,000 ) Notes payable, net of current portion 154,335 3,910,727 Deferred financing fees - (36,492 ) Total notes payable, net $ 154,335 $ 3,874,235 Long-Term Debt Outstanding as of September 30, 2021 Unless otherwise stated, collateralized loans are secured by the net book value of the assets of the Company, totaling $ 46,925,790 On December 3, 2018, the Company entered into a business loan agreement with First United Bank and Trust Co. (“Loan Agreement”), for a principal balance of $ 89,001 1,664 4.49% 42,650 On March 12, 2021, the Company entered into a note payable agreement (“Broken Stone Agreement”) with Broken Stone Investments, LLC. for the principal amount of $ 200,000 5% June 1, 2023 8,774 July 1, 2021 June 1, 2023 178,294 Retired during the nine months ended September 30, 2021 On January 24, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement”) for the principal amount of $ 1,000,000 156,866 On February 9, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 2”) for the principal amount of $ 1,000,000 156,510 On June 29, 2018, the Company entered into a promissory note agreement with Origin Bank (“Mortgage”) for the principal amount of $ 1,240,000 1,160,547 On January 14, 2020, the Company entered into a promissory note agreement with an individual investor, (“Promissory Note”) for a principal balance of $ 250,000 250,000 On January 16, 2020, the Company entered into a loan and security agreement (“Lender Agreement”) with Montgomery Capital Partners III, LP, (the “Lender”) for a principal balance up to $ 2,000,000 1,888,318 Short-Term Debt Outstanding as of September 30, 2021 Effective November 1, 2021 November 30, 2021 On August 17, 2018, the Company entered into a promissory note agreement with Origin Bank (“CapEx”) with a limit on borrowings of $ 2,240,000 1,304,896 1,521,874 On June 23, 2020, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 3”) for the principal amount of $ 2,000,000 5% 2,000,000 Retired during the nine months ended September 30, 2021 On July 15, 2019, the Company entered into a note payable agreement (“VM Agreement”) with Van Maren Financial (USA), Inc. for the principal amount of $ 2,000,000 3,250,000 On April 6, 2020, the Company entered into a secondary loan and security agreement (“Lender Agreement 2”) with Montgomery Capital Partners III, LP, with a schedule of lenders, for a principal balance of $ 2,700,000 On December 11, 2020, the Company entered into a note payable agreement (“Kalahari Seller Note”) as a result of the transaction to acquire certain assets of Kalahari Brands, Inc., in the principal sum of $ 3,245,843 On March 25, 2021, the Company entered into a note payable agreement (“VM Agreement #2”) with Van Maren Financial (USA), Inc. for the principal amount of $ 4,610,000 On May 24, 2021, the Company entered into a note payable agreement (“CVI Agreement”) with CVI Investments, Inc. for the principal amount of $ 2,300,000 On June 30, 2021, the Company entered into a note payable agreement (“ICBT Agreement”) with ICBT Holdings, Ltd. for the principal amount of up to $ 1,666,667 833,333 On June 30, 2021, the Company entered into a note payable agreement (“MCA #4 Agreement”) with Montgomery Capital Partners IV, LP. for the principal amount of up to $ 2,900,000 Related Party Notes Payable On January 13, 2021, the Company entered into a note payable agreement with a principal balance of $ 1,600,000 6% Principal and accrued interest of the Member Note Payable was exchanged for participation in the Bridge Notes on January 28, 2021. 190,000 Effective January 28, 2021, the VM Agreement was amended to extend the maturity date to June 30, 2021 Effective March 25, 2021, the Company entered into VM Agreement #2 totaling $ 4,610,000 12% September 30, 2021 4,610,000 Interest expense on related party notes payable totaled $ 34,926 202,112 271,599 808,893 Convertible Notes From August 19, 2019 through December 2, 2019, the Company entered into multiple convertible note agreements (the “2019 Convertible Notes”) totaling $ 5,414,390 6% Upon a triggering event or maturity, the 2019 Convertible Notes were to convert into preferred units based upon the calculations defined in the 2019 Convertible Note agreements. From January 1, 2020, through July 1, 2020, the Company entered into multiple convertible note agreements (the “2020 Convertible Notes”) with various lenders totaling $ 2,840,000 6% Upon a triggering event or maturity, the 2020 Convertible Notes were to convert into preferred units based upon the calculations defined in the 2020 Convertible Note agreements. The terms of the 2020 Convertible Notes and 2019 Convertible Notes (collectively the “Convertible Notes”) were substantively the same. In the presentation of the financial statements, the Convertible Notes are shown net of subscriptions due from certain members and officers of the Company totaling $ 1,650,000 Pursuant to the Closing of the Business Combination, the Convertible Notes were amended by Seller (as successor by merger to Stryve Foods, LLC) and a majority of the noteholders of the Convertible Notes to allow for a conversion into the Series 3 preferred units of Seller. 10,600,000 6% October 31, 2021 10.9 Other Notes Payable The Company holds various financing and lease agreements with original principal balances ranging from $ 20,000 50,000 368 585 3.89% 6.81% October 12, 2022 September 13, 2024 111,804 77,390 The Other Notes Payable, Related Party Notes Payable, and Seller Notes are subordinated to the Line of Credit. Future minimum principal payments on the notes payable are as of September 30, 2021: Schedule of Future Minimum Principal Payments of Debt 2021 (for the remainder of) $ 5,769,293 2022 602,806 2023 574,788 2024 145,146 2025 7,796 $ 7,099,829 | 9 DEBT Debt A breakout of the classifications of debt held as of and for the years ending December 31, 2020 and 2019 are as follows : Schedule of Debt 2020 2019 Long term debt 5,677,505 $ 4,736,622 Short term debt 7,745,843 3,001,366 Related party notes payable 3,001,366 3,662,067 Convertible notes, net of subscriptions to members of the company (Note 10) 8,254,390 5,414,390 Payroll protection loan 1,669,552 - Other notes payable 212,066 407,893 Line of credit (Note 8) 3,500,000 3,500,000 Total notes payable 30,060,722 20,722,338 Less: current portion (22,649,995 ) (2,558,122 ) Less: line of credit (3,500,000 ) (3,500,000 ) Notes payable, net of current portion 3,910,727 14,664,216 Deferred financing fees (36,492 ) - Total notes payable, net $ 3,874,235 $ 14,664,216 Long Term Debt Origin Bank As of December 31, 2020, the Company was not in compliance with all debt covenants. Effective January 26, 2021, the maturity date on all notes outstanding with Origin bank were amended to June 30, 2021 under similar terms, and any covenant requirements were waived for the quarter ended December 31, 2020. Unless otherwise stated, collateralized loans are secured by the net book value of the assets of the Company, totaling $ 27,887,131 19,444,978 On January 24, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement”) for the principal amount of $ 1,000,000 monthly 30,820 March 5, 2018 February 4, 2021 1 December 31, 2020 6.5 156,866 417,956 On February 9, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 2”) for the principal amount of $ 1,000,000 monthly 30,212 March 5, 2018 February 4, 2021 1 December 31, 2020 6.5 156,510 417,004 Long Term Debt, continued Origin Bank, continued On June 29, 2018, the Company entered into a promissory note agreement with Origin Bank (“Mortgage”) for the principal amount of $ 1,240,000 monthly 8,417 June 5, 2023 December 31, 2020 5.25 1,160,547 1,187,308 On August 17, 2018, the Company entered into a promissory note agreement with Origin Bank (“CapEx”) with a limit on borrowings of $ 2,240,000 5.25 42,615 March 5, 2024 December 31, 2020 1,521,874 1,941,508 Other On February 20, 2018, the Company entered into a note payable agreement as a result of the acquisition of Braaitime LLC, with the seller for the principal amount of $ 1,000,000 quarterly 50,000 July 1, 2018 8 0 700,000 On December 3, 2018, the Company entered into a business loan agreement with First United Bank and Trust Co. (“Loan Agreement”), for a principal balance of $ 89,001 monthly 1,664 4.49 December 15, 2023 55,893 72,846 On January 14, 2020, the Company entered into a promissory note agreement with an individual investor, (“Promissory Note”) for a principal balance of $ 250,000 16 January 31, 2020 June 30, 2020 monthly 4,167 January 14, 2023 237,500 Other, continued On January 16, 2020, the Company entered into a loan and security agreement (“Lender Agreement”) with Montgomery Capital Partners III, LP, (the “Lender”) for a principal balance up to $ 2,000,000 16 January 31, 2020 June 30, 2020 monthly 4,167 1,524,933 2,500,000 2,388,315 The Lender received a warrant to purchase Class A Units equivalent to 3% of the outstanding equity of the Company. The Company also retained a call provision to call the warrant at any time between issuance and maturity at specific call prices detailed in the Lender Agreement. This call provision possessed by the Company expires upon maturity of the Lender Agreement. Upon expiration of this call provision, the Lender can exercise their warrant for $1. No discount was recorded related to this warrant as it is not exercisable until maturity and if and only if the Company has not exercised its call provisions. Short Term Debt On July 15, 2019, the Company entered into note payable agreements (“VM Agreement”) with Van Maren Financial (USA), Inc. for the principal amount of $ 2,000,000 36 January 15, 2020 3,250,000 1,524,933 66.67 2,280.32 3,001,366 The VM Agreement was paid in full on February 2, 2021. On March 25, 2021, the Company entered into a new loan agreement with Van Maren Financial (USA) Inc. (the “Replacement VM Agreement”) with a limit on borrowings of $ 4,500,000 1 12 5,000 monthly 1.5 2,500,000 On April 6, 2020, the Company entered into a secondary loan and security agreement (“Lender Agreement 2”) with Montgomery Capital Partners III, LP, with a schedule of lenders, for a principal balance of $ 2,700,000 14 October 6, 2020 214,540 1,524,933 2,500,000 March 15, 2021 On June 23, 2020, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 3”) for the principal amount of $ 2,000,000 August 5, 2020 September 5, 2020 5 2,000,000 Short Term Debt, continued On December 11, 2020, the Company entered into a note payable agreement (“Seller Note 2”) as a result of the transaction to acquire certain assets of Kalahari Brands, Inc., in the principal sum of $ 3,245,843 8% December 31, 2021 8,500,000 4,984,906 3,245,843 Related Party Notes Payable In December 2020 and 2019, the Company entered into note payable agreements (the “Member Notes Payable”) with members of the Company with principal balances of $ 200,000 1,740,000 8% 3,001,366 3,662,067 Effective December 31, 2020, the Company entered into an agreement with certain Class A shareholders (the “Exchange”) who were also noteholders to the business to convert outstanding principle and accrued interest associated with those notes, totaling $ 4,709,317 29,896 Convertible Notes From August 19, 2019 through December 2, 2019, the Company entered into multiple convertible note agreements (the “2019 Convertible Notes”) totaling $ 5,414,390 24 months 6% From January 1, 2020, through July 1, 2020, the Company entered into multiple convertible note agreements (the “2020 Convertible Notes”) with various lenders totaling $ 2,840,000 24 months 6% The terms of the 2020 Convertible Notes and 2019 Convertible Notes (collectively the “Convertible Notes”) are substantively the same. Convertible Notes, continued The Company accounts for the 2020 Convertible Notes and 2019 Convertible Notes in accordance with ASC 470-20-25, “Debt with Conversion and Other Options” 1. Next equity financing – note is convertible at a 20% 60,000,000 2. Transaction conversion – qualifying transaction as defined in the convertible note agreements. This is a contingent event that would not require initial recognition of the stated beneficial conversion feature until contingency is resolved. 3. Maturity - converts at the applicable Conversion Price in the note agreements The Convertible Notes are net of Subscriptions due from certain Members and an Officer of the Company totaling $ 1,650,000 As of December 31, 2020 and 2019, the long-term and short-term principal balances on the Convertible are $ 8,254,390 5,414,390 Payroll Protection Loan On April 10, 2020, the Company received loan proceeds in the amount of $ 1,669,552 The Company met the PPP’s loan forgiveness requirements, and therefore, applied for forgiveness during December of 2020. When legal release is received, the Company will record the amount forgiven as forgiveness income within the other income section of its statement of operations. If any portion of the Company’s PPP loan is not forgiven, the Company will be required to repay that portion, plus interest, over 19 monthly installments with the repayment term beginning at the time that the SBA remits the amount forgiven to the Company’s lender. The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the PPP loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. Other Notes Payable The Company holds various financing and lease agreements with original principal balances ranging from $ 20,000 34,000 368 585 3.89% 6.81% October 12, 2022 September 13, 2024 212,066 407,893 367,912 210,251 The Other Notes Payable, Related Party Notes Payable, and Seller Notes are subordinated to the Line of Credit and Credit Facility. Future minimum principal payments on the notes payable are as follows for the years ending December 31: Schedule of Future Minimum Principal Payments of Debt 5,769,293 2021 $ 22,649,995 2022 4,493,041 2023 2,744,905 2024 161,093 2025 11,688 $ 30,060,722 |