Annual report pursuant to Section 13 and 15(d)

Notes Payable and Financing Leases

v3.20.2
Notes Payable and Financing Leases
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable and Financing Leases

NOTE 12: NOTES PAYABLE AND FINANCING LEASES

 

Benchmark Builders Seller Notes

 

On April 20, 2017, the Company issued Series A convertible promissory notes (“Series A Notes”), in the aggregate principal amount of $12,500 to the Benchmark Sellers (“Benchmark Sellers”), which matured on April 20, 2019. These notes were convertible into conversion shares, at the holder’s option, upon an event of default at a conversion price per share of $11.88. Interest was computed at the rate of 5% percent per annum on the outstanding principal through July 2, 2019, when it was increased to 8% as discussed below. Interest expense was $900 and $695 for the year ended December 31, 2019 and 2018, respectively.

 

On April 20, 2017, the Company issued Series B Notes in the aggregate principal amount of $30,000 to the Benchmark Sellers, which mature on April 20, 2020. Interest was computed at the rate of 3% per annum on the outstanding principal through July 2, 2019, when it was increased to 8% as discussed below. Interest expense was $1,934 and $929 for the years ended December 31, 2019 and 2018, respectively.

 

On April 20, 2017, the Company issued Series C Notes in the aggregate principal amount of $7,500 to the Benchmark Sellers, which matured on October 20, 2018 and were repaid in full. Interest was computed at the rate of 3% per annum on the outstanding principal. Interest expense was $138 for the year ended December 31, 2018.

 

On February 12, 2019, in conjunction with the Amendment No. 4 of the Senior Credit Facility (see Note 13), the Company issued a promissory note to Fred Sacramone, a Benchmark Seller, for cash received in the principal amount of $1,000 (the “Sacramone Bridge Note”), which note originally matured on March 31, 2019, incurred interest at 12% per annum and was unsecured. The default interest rate on the note was 15%, which began accruing April 1, 2019. As inducement, Mr. Sacramone was issued 356,513 shares of Common Stock valued at $613, or $1.72 per share, which was deferred and amortized to expense through the maturity date of March 31, 2019.

 

On July 2, 2019, in conjunction with the Amendment No. 5 of the Senior Credit Facility (see Note 13), the Series A Notes and Series B Notes were amended to extend the maturity dates to July 30, 2021 and change the interest rate to 8% per annum to be paid in kind until the borrowings under the Amended and Restated Credit Agreement were repaid in full. Additionally, the Sacramone Bridge Note was amended to extend the maturity date to September 30, 2020, to capitalize the accrued interest as of July 2, 2019 and to provide for monthly cash interest payments.

 

As consideration for amending and restating the Series A and Series B Notes, the Company entered into subscription agreements for 1,951 shares of the Company’s Series A Preferred Stock and 296 shares of the Company’s Series A-1 Preferred Stock (collectively, the “Series A Preferred”), which the Benchmark Sellers immediately exchanged, pursuant to exchange agreements, for an aggregate of 100 shares of a new series of preferred stock, Series H Preferred Stock (See Note 19). The Series H Preferred Stock had no dividend rights, no liquidation preference, was not convertible and had perpetual voting rights equivalent to 51% of the total number of votes that could be cast by all outstanding shares of capital stock of the Company.

 

On October 10, 2019, as part of the Foreclosure Proposal (see Note 13) and pursuant to an Agreement Regarding Debt and Series H Preferred Stock (the “Debt and Series H Agreement”) between the Company and the Benchmark Sellers. The Benchmark Sellers released the Company from (i) all obligations represented by the Sacramone Bridge Note, which had an outstanding amount equal to approximately $1,097 and (ii) indebtedness represented by the Series B Notes in the amount of $18,983. The remaining indebtedness was to be automatically released and discharged as of December 31, 2019 unless (i) on or before November 10, 2019, the Company entered into a business combination transaction that enabled the Company’s common stock to remain listed on the NYSE American Exchange or any other U.S. national securities exchange and (ii) such business combination transaction was consummated on or before December 31, 2019 (such transaction, a “Qualified Business Combination”). Additionally, the Debt and Series H Agreement also required Benchmark Sellers to sell their shares of Series H Preferred Stock to the Company for a nominal price in the event an agreement for a Qualified Business Combination was entered into on or before November 10, 2019, and such Qualified Business Combination was consummated on or before December 31, 2019.

 

On November 8, 2019, the Company and Benchmark Sellers entered into an amendment to the Debt and Series H Agreement, pursuant to which the parties agreed to extend the date by which an agreement for a Qualified Business Combination must be entered into from November 10, 2019 to December 31, 2019 and to extend the date by which a Qualified Business Combination must close from December 31, 2019 to February 28, 2020.

 

On December 23, 2019, the Company entered into a separate agreement with Benchmark Sellers pursuant to which the Company repurchased all outstanding shares of its Series H Preferred Stock for $1.00 per share, as a result of which no shares of Series H Preferred Stock remain outstanding at December 31, 2019.

 

The following is a summary of the balance of Benchmark Seller Notes as of December 31, 2019 and 2018:

 

    December 31  
    2019     2018  
             
Series A Notes   $ 14,506     $ 13,603  
Series B Notes     14,390       31,564  
                 
Total Benchmark Seller Notes     28,896       45,167  
Less: discount on Benchmark Seller Notes     (3,847 )     (2,617 )
Benchmark Seller Notes, net of discount     25,049       42,550  
Less: current portion     (25,049 )     (13,397 )
Total non-current Benchmark Seller Notes   $     $ 29,153  

( See Note 22)

 

During the years ended December 31, 2019 and 2018, the Company recognized $2,415 and $1,730 in interest expense and $3,474 and 2,427 in amortization expense on debt discount and deferred finance costs on the Benchmark Seller Notes, respectively.

 

Promissory Notes and Other Notes Payable

 

Outstanding promissory and other notes payable consist of the following:

 

    December 31,  
    2019     2018  
Notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months   $ 2,941     $ 3,019  
Notes payable issued for settlement of convertible notes payable, payable in scheduled weekly and monthly payments including interest at rate between 0% and 23% over terms ranging from 10 – 17 months (See Note 10)     3,722        
Notes payable, former related parties, past due, unsecured, accrue interest at 6% per annum (See Note 14)     379       379  
Secured promissory notes payable assumed for the acquisition of assets (see Note 4), notes bear interest between 4% and 12.25%, are secured by certain assets of the Company and are due over terms ranging from 7 to 37 months     85,507        
Obligations under former capital leases, bearing interest rates between 4.1% and 8.2% per annum, secured by equipment having a value that approximates the debt value.           320  
Various equipment notes, bearing interest rates between 2% and 41% per annum, secured by equipment having a value that approximates the debt value. Terms range from 30 to 72 months     362       1,189  
Total notes payable     92,911       4,907  
Less: Original issue discount and deferred financing costs     (110 )      
Notes payable, net of original issue discount and deferred financing costs     92,801       4,907  
Less: Current portion     (29,839 )     (3,639 )
Total notes payable, non-current portion   $ 62,962     $ 1,268  

 

Fair Value of Debt

 

    December 31, 2019  
    Carrying Amount     Fair
Value
 
Secured promissory notes   $ 79,063     $ 85,507  
                 

 

The Company used the market approach to value the secured promissory notes using the services of a third-party valuation specialists to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

 

Debt Maturities Schedule

 

The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows:

 

2020     29,839  
2021     59,361  
2022     51  
2023     3,550  
2024      
Thereafter      
Total   $ 92,801  

 

During the years ended December 31, 2019 and 2018, the Company recognized $1,315 and $704 in interest expense and $753 and $0 in amortization expense on debt discount and deferred finance costs on notes payable, respectively, and have included $571 and 84 in accrued expenses at December 31, 2019 and 2018, respectively.