Long-Term Debt | Note 8 - Long-Term Debt Long-term debt consists of: March 31, December 31, 2019 2018 (Unaudited) $1,300,000 SBA note payable issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note requires monthly principal and interest payments of $15,288. The note matures March 2024, is secured by substantially all of Titan's business assets and is personally guaranteed by certain former members of Titan. The note is a co-borrower arrangement between Titan and Titan El Toro, LLC with the proceeds received by Titan El Toro, LLC. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. The Company was not in compliance with the financial ratio covenants at December 31, 2018. Subsequent to year-end, the financial ratio covenants were waived for 2018 and eliminated for all future periods. $ 917,596 $ 950,582 Four promissory notes with an aggregate of $9,500,000 to the former EAF members with interest at 1.5%, issued February 1, 2017, and mature February 1, 2026. These convertible promissory notes are secured by substantially all the assets of EAF. The Company imputed an interest rate of 12.8% on the promissory notes. The discount is accreted over the period from the date of the amendment, October 24, 2018, to the date the promissory notes are due using the effective interest rate method. As of March 31, 2019 and December 31, 2018, the debt discount was $7,398,947 and $7,495,295, respectively. As amended during 2018, the debt is convertible into a fixed amount of 7,000,000 shares of common stock. 9,500,000 9,500,000 One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017. The note is in default as of March 31, 2019 and due on demand. 75,000 75,000 $3,800,000 senior promissory note issued on February 1, 2017, to a former EAF member with interest at 7.5% and default interest of 12.5% per annum, an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million; or (c) an event of default. During April 2018, the promissory note's maturity date was extended to July 2019. The senior promissory note is unsecured. During September 2019 the senior promissory note was extended to November 2022 and is subordinated to the lender pursuant to a loan financing agreement No principal and interest payments are due until maturity. 3,800,000 3,800,000 $4,000,000 promissory note issued on February 1, 2017, to a former EAF member with interest at 7.5%, with maturity during February 2020. The note is guaranteed by substantially all the assets of EAF and the Company. No principal and interest payments are due until maturity. During September 2019 the senior promissory note was extended to November 2022 and is subordinated to the lender pursuant to a loan financing agreement No principal and interest payments are due until maturity. 4,000,000 4,000,000 March 31, December 31, (Unaudited) $4,005,000 Secured Convertible Promissory Notes ("Secured Convertible Notes") issued during August 2018. The Company paid debt issuance costs of $524,987 in connection with the Secured Convertible Notes. They bear interest at 9 %, compounded quarterly, with principal due two years after issuance and are secured by all the assets of the Company. The holder may agree, at their discretion, to add accrued interest in lieu of payment to the principal balance of the Secured Convertible Notes on the first day of each calendar quarter. The Secured Convertible Notes may not be prepaid prior to the first anniversary of the date of issuance, but may be prepaid without penalty after the first anniversary of the date of issuance. The Secured Convertible Notes also provide that the Company will prepare and file with the SEC, as promptly as reasonably practical following the issuance date of the Secured Convertible Notes, but in no event later than 45 days following the issuance date, a registration statement on Form S-1 (the "Registration Statement") covering the resale of the common stock and the warrant shares and as soon as reasonably practical thereafter to effect such registration. The Company will be required to pay liquidated damages of 1% of the outstanding principal amount of the Secured Convertible Notes each 30 days if the Registration Statement is not declared effective by the SEC within 180 days of the filing date of the Registration Statement. Payments for liquidation damages began during August 2019. As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black-Scholes pricing model was $747,223, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates, and the assumption of no dividends. As of March 31, 2019 and December 31, 2018, the unamortized debt discount was $499,475 and $591,598, respectively, and the unamortized debt issuance costs were $349,991 and $415,614, respectively. For the three months ended March 31, 2019 $27,510 of interest was added to the principal balance. 4,067,140 4,039,630 $2,500,000 promissory note - stockholder issued June 1, 2018, with interest at 6% and a maturity date of the earlier of (a) the date the Company raises $40,000,000 in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Peck's employment with the Company by the Company without cause or by Peck for good reason. The note is collateralized by all the assets of Thunder Ridge. On December 26, 2018, the maturity date was extended to February 28, 2019. On February 28, 2019, the maturity date was further extended to April 30, 2019. On April 30, 2019, the maturity date was again extended to June 30, 2019. The note called for monthly principal payments of approximately $14,000. On August 30, 2019 the note was extended until November 2022. Effective with the extension the Company paid Peck approximately $164,000 in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. 2,358,472 2,386,778 March 31, December 31, 2019 2018 (Unaudited) $300,000 note payable issued during November 2018, with interest at 3% and a maturity date of October 2022. The note calls for quarterly principal payments on January, April, July, and October 1st of $18,750 plus the related accrued interest. 262,508 281,250 Three notes payable to banks acquired from Thunder Ridge with interest ranging from 2.99% to 6.92%, with monthly payments of principal and interest in aggregate of $2,633, and maturity dates between September 2020 and January 2023. The notes are collateralized by equipment. 91,606 100,966 Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1,000,000 was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5% and is collateralized by substantially all of Thunder Ridge's assets. As Thunder Ridge purchases fuel from the supplier's station, Thunder Ridge reduces its fuel advance liability by $0.25 per gallon. Purchases made during the three months ended March 31, 2019 and 2018, were nominal. With the Thunder Ridge acquisition, the maturity date was extended from December 31, 2018 to June 2021. 975,296 977,698 $6,430,000 promissory note - stockholder issued February 2, 2019, with interest at 9% and a maturity date of August 31, 2020. The note is collateralized by all the assets of Ursa and JB Lease. Principal and interest payments commence June 1, 2019 in equal monthly installments of $50,000 with a final payment of $6,400,000. On August 30, 2019, the note was extended to November 2022. 6,430,000 - $400,000 promissory note - stockholder issued January 2, 2019, with interest at 5.65% with maturity within 60 days of issuance. The note automatically renews a maximum of four times for 30 days. If the renewals have been exhausted, the note will increase in value to $450,000 and convert to shares of common stock at $2.50 per share. As of the final maturity extension date, the principal amount of $400,000 was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $450,000. On November 18, 2019, the Sheehy Note and all accrued interest was deemed to be paid in full under the terms of the Intercompany Agreement (See Note 5 - Related Party Transactions – Due from Related Party) 400,000 - Various notes payable acquired from JB Lease to multiple lenders with interest rates ranging from 3.9% to 5.1%. The notes call for monthly principal payments ranging from $365 to $28,756 and interest payments and maturity dates ranging from September 2019 to August 2024. These notes are collateralized by transportation equipment and guaranteed by the stockholders of the Company. JB Lease is currently out of compliance with the loan covenants associated with the bank loans and has classified the related balances as current. 7,277,178 - $800,000 note payable to a financing company issued February 11, 2019, with interest at 10.2% and a maturity date of February 11, 2023. The note is collateralized by certain equipment and guaranteed by a member of management. The note requires principal and interest payments in equal monthly installments of $19,566, with the final payment of $48,000. 800,000 - $275,215 note payable to a financing company issued January 22, 2019, with interest at 10.6% and a maturity date of January 22, 2023. The note is collateralized by certain equipment and guaranteed by certain members of management. Principal and interest payments in equal monthly installments of $6,785 with the final payment of $16,513. 257,126 - March 31, December 31, 2019 2018 (Unaudited) $3,826,475, note payable to a financing company issued January 23, 2019, with interest at 10.1% and a maturity date of February 23, 2024. The note is collateralized by certain equipment and guaranteed by certain members of management. The note requires principal and interest payments in equal monthly installments of $78,507 with the final payment of $229,589. 3,637,421 - Equipment notes payable acquired from Sheehy to various financing companies. The notes have maturity dates varying from June 2020 to August 2020. Monthly payments ranging from $29,867 to $30,525. Interest rates range from 3.1% to 4.1%. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. 1,427,103 - Notes payable to a bank acquired from Sheehy with interest of 4.35% to 4.375%. The notes call for monthly principal and interest payments ranging from $2,391 to $10,189, with final payments of $130,701 to $246,771. The notes mature between September 2020 and December 2021 and are collateralized by substantially all assets of the Company. The notes are subject to certain restrictive covenants. The Company was not in compliance with the financial ratio covenants at March 31, 2019. 912,312 - $229,666 note payable with a financing company issued during February 2019, with interest at 8.94% and a maturity date during March 2023. The note is collateralized by certain equipment. The note requires principal and interest payments in equal monthly installments of $5,059. 201,117 - 47,389,875 26,111,904 Debt issuance cost (349,991 ) (415,614 ) Debt discount (7,898,422 ) (8,086,893 ) 39,141,462 17,609,397 Less current portion (17,906,722 (6,531,017 ) $ 21,234,740 $ 11,078,380 Maturities of long-term obligations are as follows: Related Party Notes Other Notes Total 2019 remaining $ 10,570,506 $ 7,336,216 $ 17,906,722 2020 6,417,966 2,923,601 9,341,567 2021 - 7,391,802 7,391,802 2022 - 1,497,179 1,497,179 2023 - 1,752,605 1,752,605 Thereafter 9,500,000 - 9,500,000 $ 26,488,472 $ 20,901,403 $ 47,389,875 During September 2019 $7,800,000 of debt obligations, due on demand and through August 2020 were subordinated and extended to November 2022 pursuant to Antara Financing Agreement as discussed in Note 13. Amortization of debt issuance and debt discount costs are as follows: Debt Issuance Debt Discount Total 2019 $ 196,870 $ 610,530 $ 807,400 2020 153,121 767,744 920,865 2021 - 710,486 710,486 2022 - 918,205 918,205 2023 - 1,186,655 1,186,655 Thereafter - 3,704,802 3,704,802 $ 349,991 $ 7,898,422 $ 8,248,413 |