Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.20.2
Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

NOTE 22. SUBSEQUENT EVENTS

 

Suspension of Trading of Common Stock

 

During March 2019, the Company received a series of letters from the NYSE American concerning its failure to comply with various continued listing requirements under the NYSE American Company Guide. On December 17, 2019, the Company received a letter from the staff of NYSE Regulation (the “Staff”), on behalf of the Exchange, stating that it had determined to commence proceedings to delist the Company’s Common Stock from the Exchange because, according to the Exchange, the Company or its management had engaged in operations that, in the opinion of the Exchange, were contrary to the public interest. On December 17, 2019 at market close, the Company’s Common Stock was suspended from trading on the NYSE American Market. The Company appealed this determination to the NYSE Listing Qualifications Panel (the “Panel”) of the Exchange’s Committee for Review, and a hearing regarding the Company’s continued listing was held on February 13, 2020. On March 9, 2020, the NYSE Office of General Counsel notified the Company that the Panel had determined to affirm the Staff’s decision to delist the Company’s shares from NYSE.

 

On May 21, 2020, the Staff filed Form 25 with the SEC to remove the Company’s Common Stock from listing and registration on the NYSE. The delisting became effective 10 days following the date that the Form 25 was filed.

 

The Company is continuing to review its options to list on other exchanges and other available markets for the trading of the Company’s Common Stock.

 

Divestiture of CrossLayer, Inc.

 

On January 16, 2020, the Company entered into an asset purchase agreement (the “CrossLayer Purchase Agreement”) with CBFA Corporation, pursuant to which CBFA acquired the customer agreements which were of nominal value and largely cancelable without penalty, in exchange for agreeing to perform all of CrossLayer’s obligations under those agreements plus the assumption of approximately $73 in accounts payable and approximately $100 in long-term supplier contracts.

 

Appointment of Interim CFO

 

On May 5, 2020, the Board of Directors appointed Ernest J. Scheidemann as the Company’s Interim CFO and Principal Financial Officer. In connection with his appointment, Mr. Scheidemann and the Company intend to enter into an Interim CFO Services Agreement. Mr. Scheidemann is a Certified Public Accountant. He holds a Certified Global Management Accountant and Certified Financial Forensics designation issued from the American Institute of CPAs. Mr. Scheidemann received a BA in Accounting from William Paterson University and MBA in Finance and International Business from Seton Hall University.

 

Subsequent Debt and Equity Transactions

 

Convertible Notes Payable

 

On March 10, 2020, the Company entered into a securities purchase agreement with GS Capital Partners, LLC (“GS Capital”), to purchase an aggregate of $1,800 principal amount of a 6% Convertible Redeemable Note (“Note”), with a $125 original issue discount for a net purchase price of $1,675. Additionally, the Company issued 185,000 shares of its common stock as debt commitment shares. Interest may be paid in cash or shares at the option of the Company and GS Capital at its option may convert any or all of the principal face amount of Note outstanding into shares of the Company’s common stock.

 

Between January 2020 and August 2020, the Company repaid $5,390 of convertible note principal in cash. There were no conversions of outstanding convertible debt to shares of the Company’s common stock between January 2020 and August 2020.

 

Promissory Notes

 

On January 27, 2020, the Company issued two senior promissory notes to Benchmark, one in the principal amount of $4,129 and the other in the principal amount of $600 (collectively, the “Senior Notes”), each such note secured is by all of the non-real estate assets pursuant to a security agreement executed on the same date. The $4,129 note, which matures on December 1, 2020 and has an annual interest rate of 10%, obligates the Company to repay certain monies previously paid or transferred to the Company at the time of the Foreclosure Proposal, including (i) $3,000 in cash; (ii) two Working Capital Cash Payments totaling $600; and (iii) approximately $529 in cash remaining in a Benchmark bank account, was issued in consideration of a $6,000 reduction to the $28,000 Remaining Indebtedness). The $600 note, which has a maturity date of December 1, 2020 and an annual interest rate of 10%, was issued to evidence the loan advanced by Benchmark on January 10, 2020 in the principal amount of $300 and an additional $300 loan from Benchmark advanced on January 27, 2020.

 

On May 1, 2020, a second amendment to the Debt and Series H Agreement was entered into pursuant to which Messrs. Sacramone and McMahon agreed to release and forever discharge the Remaining Indebtedness on the date on which the NYSE American Exchange filed a Form 25 with the SEC, delisting the Company’s common stock provided that in no event would that date be any sooner than July 1, 2020 or any later than October 1, 2020. The NYSE American Exchange filed a Form 25 with the SEC delisting the Company’s common stock on May 21, 2020. Accordingly, the Remaining Indebtedness was released and discharged effective as of July 1, 2020. (See Note 12)

 

On January 27, 2020, the Company refinanced a promissory note with DLP Lending Fund LLC extending the maturity date through January 27, 2021.

 

Related Party Notes

 

On January 27, 2020, Alexander Szkaradek, loaned the Company, $100 for working capital purposes pursuant to an unsecured demand note at 0% interest per annum. The note is due upon demand.

 

On January 31, 2020, the Equity Sellers agreed to forbear until March 31, 2020 the payment of the two promissory notes and the forbearance date has been extended through January 1, 2021. The two promissory notes are included in the current liabilities section of the Company’s Consolidated Balance Sheets. (See Note 14).

 

On February 12, 2020, the Company issued a senior promissory note to Lateral SMA Agent, LLC in the principal amount of $800, consisting of approximately $550 in expenses and advances previously made by Lateral on behalf of the Company and an additional $250 loan from Lateral. The $800 note is secured by all of the Company’s non-real estate assets pursuant to a security agreement of even date therewith and has a maturity date of November 15, 2020 and an annual interest rate of 10%. Lateral is controlled by Richard de Silva, a member of the Board.

 

On February 27, 2020, the Company issued a senior promissory note to Lateral SMA Agent, LLC in the principal amount of $75 for working capital purposes. The note is secured by all of the Company’s non-real estate assets pursuant to a security agreement of even date therewith and has a maturity date of November 15, 2020 and an annual interest rate of 10%. Lateral is controlled by Richard de Silva, a member of the Board.

 

On March 4, 2020, Cobblestone Ventures, Inc., an entity controlled by Michael Beys, the Company’s interim CEO and a member the Board, loaned the Company $100 for working capital purposes, pursuant to a demand note at 5% per annum. The note, together with accrued interest, was repaid on March 16, 2020.

 

On March 5, 2020, Mr. Ghishan, a member of the Board, loaned the Company $30 for working capital purposes, pursuant to a demand note at 5% per annum. The note, together with accrued interest, was repaid on March 16, 2020.

 

On April 16, 2020, Cobblestone Ventures, Inc. an entity controlled by Michael Beys, the Company’s interim CEO and a member the Board, loaned the Company loaned the Company $100 for working capital purposes, pursuant to a demand note at 10% per annum. The note, together with accrued interest, was repaid on May 8, 2020.

 

On April 29, 2020, the Company issued a senior promissory note to Lateral SMA Agent, LLC in the principal amount of $200 for working capital purposes. The note is secured by all of the Company’s non-real estate assets pursuant to a security agreement and has a maturity date of November 15, 2020 and an annual interest rate of 10%. The note, together with accrued interest, was repaid on May 8, 2020. Lateral is controlled by Richard de Silva, a member of the Board.

 

On July 16, 2020, Cobblestone Ventures, Inc. an entity controlled by Michael Beys, the Company’s interim CEO and a member the Board, loaned the Company loaned the Company $70 for working capital purposes, pursuant to a demand note at 10% per annum. The note plus accrued interest is outstanding.

 

On July 22, 2020, the Company issued a senior promissory note to Lateral SMA Agent, LLC in the principal amount of $100 for working capital purposes. The note is secured by all of the Company’s non-real estate assets pursuant to a security agreement and has a maturity date of November 15, 2020 and an annual interest rate of 10%. Lateral is controlled by Richard de Silva, a member of the Board.

 

On July 31, 2020, Cobblestone Ventures, Inc. an entity controlled by Michael Beys, the Company’s interim CEO and a member the Board, loaned the Company loaned the Company $250 for working capital purposes, pursuant to a demand note at 10% per annum. The note plus accrued interest is outstanding.

 

On August 3, 2020, the Company issued a senior promissory note to Lateral SMA Agent, LLC in the principal amount of $250 for working capital purposes. The note is secured by all of the Company’s non-real estate assets pursuant to a security agreement and has a maturity date of November 15, 2020 and an annual interest rate of 10%. Lateral is controlled by Richard de Silva, a member of the Board.

 

On August 21, 2020, the Company issued a senior promissory note to Lateral SMA Agent, LLC in the principal amount of $150 for working capital purposes. The note is secured by all the non-real estate assets pursuant to a security agreement of even date therewith and has a maturity date of November 15, 2020 and an annual interest rate of 10%. Lateral is controlled by Richard de Silva, a member of the Board.

 

On October 1, 2020, the Company issued a senior promissory note to Lateral Recovery, LLC in the principal amount of $300 for working capital purposes. The note is secured by all of the Company’s non-real estate assets pursuant to a security agreement and has a maturity date of November 15, 2020 and an annual interest rate of 10%. Lateral is controlled by Richard de Silva, a member of the Board.

 

Executive Employment Agreement of Chief Executive Officer of US Home Rentals LLC, the Company’s wholly-owned subsidiary

 

On September 25, 2020, the Company entered into an executive employment agreement with Munish Bansal to serve as the Chief Executive Officer of the Company’s wholly-owned subsidiary, US Home Rentals LLC, the Company’s wholly-owned subsidiary (“US Home Rentals”), effective September 28, 2020 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Bansal will transition to the role of Chief Executive Officer of the Company following the resumption of trading of the Company’s common stock on an over-the-counter market. Michael P. Beys will continue to serve as the Company’s interim Chief Executive Officer until such time.

 

Notice of Default

 

On July 1, 2020, the Company received a written notice of default from Inmost Partners LLC in its capacity as Noteholder Agent to issuer noteholders who, collectively, hold approximately $51,564,000 in secured notes that the Company assumed from the Rental Home Portfolio Sellers in connection with the Rental Home Portfolio Asset Purchase Agreement. Inmost asserted that certain events of default had occurred with respect to certain Note Issuance and Purchase Agreements each dated as of July 10, 2017 by and among, inter alia, certain Entities the Company acquired, Inmost, and issuer noteholders named therein (the “Note Purchase Agreements”). Specifically, Inmost claimed that the Company (i) failed to satisfy the loan-to-value test (the “LTV Test”) as defined in the Note Purchase Agreements and (ii) failed to obtain consent from the Noteholder Agent before transferring the equity interests of certain Entities to US Home Rentals (the “Equity Interest Transfer”) pursuant to the Rental Home Portfolio Asset Purchase Agreement. The Notice of Default also included certain demands by Inmost for additional capital contributions by the Company and Guarantors.

 

As of the date of this filing, the Company has cured the defaults associated with the LTV Test. Additionally, on November 3, 2020,Inmost granted its consent to the Equity Interest Transfer and rescinded the Default Notice in exchange for (i) a new guaranty agreement under which FTE Networks, Inc. and US Home Rentals LLC will jointly and severally guarantee the obligations of certain Entities under the Note Purchase Agreements, (ii) amendments to the Limited Liability Company Agreements for each of the subject Entities to provide for the appointment of a second manager of Noteholder Agent’s choosing, and (iii) amendments to the Note Purchase Agreements.

 

DLP Financing

 

On August 26, 2020, certain wholly-owned subsidiaries (collectively, the “Borrowers”) of US Home Rentals, LLC, a wholly-owned subsidiary of the Company, entered into seven separate loan agreements as part of a tranche of financing with DLP Lending Fund, LLC (the “Lender”) (each a “Loan Agreement” and collectively, the Loan Agreements”), pursuant to which the Borrowers issued promissory notes in the aggregate principal amount of approximately $23,453,699 (the “DLP Tranche”). Proceeds from the DLP Tranche were used to refinance certain of the Borrower’s properties, pay outstanding property taxes, and other costs and expenses incurred in connection with the Loan Agreements. The Company did not receive any proceeds from the financing. The Borrowers’ obligations to pay principal, interest and other amounts under the DLP Tranche are evidenced by certain promissory notes executed by the Borrowers as of August 26, 2020 (each a “Note” and collectively, the “Notes”). Each Note is secured by a first priority lien mortgage on certain of the Borrowers’ properties (the “Mortgaged Properties”) and confessions of judgment. Each Note will mature on August 31, 2021, subject to one-year extensions at Borrowers’ option and other conditions. The Borrowers may prepay the outstanding loan amount in whole or in part by written notice of such prepayment to Lender, subject to certain conditions. The Company also executed certain Environmental Indemnity Agreements and certain Guaranty Agreements in connection with each Loan Agreement in favor of the Lenders pursuant to which the Company and certain affiliated individuals agreed to indemnify the Lenders for certain environmental risks and guaranty the Borrowers’ obligations under the Loan Agreements.

 

Coronavirus Aid, Relief and Economic Security Act Loans

 

On May 8, 2020, JusCom, Inc. received a Paycheck Protection Program (“PPP”) loan pursuant to the Coronavirus Aid, Relief and Economic Security Act (the “CARES” Act) in the amount of $622. Additionally, on May 13, 2020, the Company received a PPP loan in the amount of $357. In accordance with the CARES Act, the Company will use the proceeds from the PPP loan primarily for payroll costs. The PPP loans are scheduled to mature on May 8, 2022 and May 13, 2022, respectively, and bear a fixed interest rate of 1%. The promissory note evidencing the PPP loans contains customary events of default relating to, among other things, payment defaults and provisions of the promissory note. The loans may be forgiven, in part or whole, if the proceeds are used to retain and pay employees and for other qualifying expenditures. The Company expects that the full proceeds of the PPP loans will be eligible for forgiveness.

 

On May 20, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) in the amount of $150. The EIDL loan is scheduled to mature on May 20, 2050 and bear a fixed interest rate of 3.75%. The EIDL loan is secured by the non-real estate assets of the Company. The promissory note evidencing the EIDL loan contains customary events of default relating to, among other things, payment defaults and provisions of the promissory note.

 

Stock Issuances 2020

 

The Company issued 4,193,684 shares of common stock as part of the Note Exchange with TTP8, see Item 13. Certain Relationship with Related Parties.

 

The Company issued 185,000 shares of common stock with market value of $278 to Convertible Note holder as debt commitment shares.

 

A former board member returned 25,000 shares of common stock on March 17, 2020.