Notes Payable, net | Note 4: Notes Payable, net Notes payable, net consisted of the following at March 31, 2021: Gross Discount Net Interest Rate Maturity Date TIF loan $ 9,654,000 $ (1,653,137 ) $ 8,000,863 5.20 % 7/31/2048 7% Series A Cumulative Redeemable Preferred Stock 1,800,000 - 1,800,000 7.00 % 2/26/2023 City of Canton Loan 3,500,000 (7,392 ) 3,492,608 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 8,944,408 - 8,944,408 6.05 % 12/31/2022 JKP Capital loan 6,953,831 (13,547 ) 6,940,284 12.00 % 12/2/2021 MKG DoubleTree Loan 15,300,000 (354,204 ) 14,945,796 5.00 % 3/31/2022 Convertible PIPE Notes, plus PIK accrual 22,348,617 (13,028,557 ) 9,320,060 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (179,617 ) 2,490,383 3.85 % 5/15/2040 Aquarian Mortgage Loan 40,000,000 (1,602,604 ) 38,397,396 10.00 % 11/30/2021 Constellation EME #2 5,100,000 - 5,100,000 5.93 % 4/30/2026 Total $ 119,270,845 $ (16,839,058 ) $ 102,431,787 Notes payable, net consisted of the following at December 31, 2020: Gross Discount Net TIF loan $ 9,654,000 $ (1,666,725 ) $ 7,987,275 Syndicated unsecured term loan 170,090 - 170,090 7% Series A Cumulative Redeemable Preferred Stock 1,800,000 - 1,800,000 Naming rights securitization loan 1,821,559 (113,762 ) 1,707,797 City of Canton Loan 3,500,000 (7,681 ) 3,492,319 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 9,900,000 - 9,900,000 Paycheck protection plan loan 390,400 - 390,400 JKP Capital loan 6,953,831 (13,887 ) 6,939,944 MKG DoubleTree Loan 15,300,000 (443,435 ) 14,856,565 Convertible PIPE Notes, plus PIK accrual 21,797,670 (13,475,202 ) 8,322,468 Canton Cooperative Agreement 2,670,000 (181,177 ) 2,488,823 Aquarian Mortgage Loan 40,000,000 (2,156,303 ) 37,843,697 Total $ 116,957,539 $ (18,058,172 ) $ 98,899,367 During the three months ended March 31, 2021 and 2020, the Company recorded amortization of note discounts of $1,234,114 and $3,234,413, respectively. During the three months ended March 31, 2021 and 2020, the Company recorded paid-in-kind interest of $380,860 and $552,903, respectively. For more information on the notes payable above, please see Note 4 of the Company’s Annual Report on Form 10-K/A, as filed on May 12, 2021. 7% Series A Cumulative Redeemable Preferred Stock The Company had 1,800 shares of 7% Series A Cumulative Redeemable Preferred Stock outstanding and 52,800 authorized as of March 31, 2021 and December 31, 2020. This preferred stock is required to be redeemed in cash after five years from the date of issuance and is recorded in notes payable, net on the Company’s consolidated balance sheet. Accrued Interest on Notes Payable As of March 31, 2021 and December 31, 2020, accrued interest on notes payable, were as follows: March 31, 2021 December 31, 2020 TIF loan $ 131,079 $ - Preferred equity loan 27,125 27,125 New Market/SCF 22,112 - Constellation EME - 248,832 Paycheck protection plan loan - 2,706 City of Canton Loan 8,847 4,472 JKP Capital Note 625,451 416,836 MKG Doubletree loan - 67,716 Canton Cooperative Agreement 54,035 20,593 Aquarian Mortgage Loan - 333,333 Total $ 868,649 $ 1,121,613 The amounts above were included in accounts payable and accrued expenses and other liabilities on the Company’s consolidated balance sheet, as follows: March 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 841,524 $ 1,094,488 Other liabilities 27,125 27,125 $ 868,649 $ 1,121,613 Paycheck Protection Program Loan On April 22, 2020, the Company obtained a Paycheck Protection Program Loan (“PPP Loan”) for $390,400. The PPP Loan had a fixed interest rate of 1%, required the Company to make 18 monthly payments beginning on November 22, 2020, with a maturity date of April 22, 2022, subject to debt forgiveness provisions from the Small Business Association. On February 1, 2021, the Company obtained notice from the Small Business Association that the full outstanding amount of the PPP Loan was forgiven. The Company recognized the forgiveness of the PPP Loan as “Gain on Forgiveness of Debt” in the Company’s unaudited condensed consolidated statement of operations. Convertible PIPE Notes On July 1, 2020, concurrently with the closing of the Business Combination, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain funds managed by Magnetar Financial, LLC and other purchasers (together, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) $20,721,293 in aggregate principal amount of the Company’s 8.00% Convertible Notes due 2025 (the “PIPE Notes”). Pursuant to the terms of the Note Purchase Agreement, the PIPE Notes may be converted into shares of Common Stock at a conversion price initially equal to $11.50 per share, subject to customary adjustment. Accordingly, the aggregate amount of PIPE Notes issued and sold in the Private Placement is convertible into 1,801,851 shares of Common Stock based on the conversion rate applicable on July 1, 2020. The conversion rate will convert at a conversion price of $11.50 per share based upon the conversion rate applicable on July 1, 2020. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement upon redemption of the PIPE Notes that will be exercisable for a number of shares of Common Stock to be determined at the time any such warrant is issued. The exercise price per share of Common Stock of any warrant will be set at the time such warrant is issued pursuant to the Note Purchase Agreement. The PIPE Notes provide for a conversion price reset such that, if the last reported sale price of the Common Stock is less than or equal to $6.00 for any ten trading days within any 30 trading day period preceding the maturity date, then the conversion price is adjusted down $6.90 per share. On July 28, 2020, the conversion price reset was triggered. On this date, the Company recorded a beneficial conversion feature of $14,166,339, which will be amortized over the remaining term of the PIPE Notes using the effective interest method. The Company recorded $446,644 on amortization of debt discount related to the contingent beneficial conversion feature for the three months ended March 31, 2021 in the Company’s consolidated statements of operations. Constellation EME #2 On February 1, 2021, the Company entered into a loan facility with Constellation whereby it may borrow up to $5,100,000 (the “Constellation EME #2”). The proceeds of the Constellation EME #2 are to be held in escrow by a custodian to fund future development costs. The proceeds will be released from escrow as development costs are incurred. The maturity date is April 30, 2026 and payments are due in 60 monthly installments totaling $6,185,716, with an effective interest rate of 8.7%. The Company also has a sponsorship agreement with Constellation. Refer to Note 6 for additional information. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of March 31, 2021 are as follows: For the years ended December 31, Amount 2021 (nine months) $ 51,583,589 2022 21,891,174 2023 1,516,602 2024 4,649,120 2025 25,820,130 Thereafter 13,810,230 Total Gross Principal Payments $ 119,270,845 Less: Discount (16,839,058 ) Total Net Principal Payments $ 102,431,787 |