Quarterly report pursuant to Section 13 or 15(d)

Long-Term Debt and Notes Payable (Tables)

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Long-Term Debt and Notes Payable (Tables)
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Summary of Long-Term Debt and Notes Payable

Long-term debt and notes payable are summarized as follows:

 

    September 30, 2018     December 31, 2017  
Notes Payable, due December 31, 2018, net of discount of $293,347 and $1,173,390, respectively (a)   $ 5,706,653     $ 4,826,610  
                 
Notes Payable Paragon Bank (b)     374,424       572,276  
                 
Note Payable (c)     75,000       75,000  
                 
Note Payable, due March 2019     4,847       -  
                 
Receivables financing facilities (d)     48,788       76,109  
                 
Bank overdraft facilities, South Africa, annual renewal     117,737       164,619  
                 
Equipment financing arrangements, South Africa     5,683       27,297  
Total long-term debt   $ 6,333,132     $ 5,741,911  
                 
Current portion of long-term debt     6,333,132       5,741,911  
Long-term debt, less current portion   $ -     $ -  

 

For the nine months ended September 30, 2018 and 2017 amortization of debt discount was $0.9 million and $0.5 million respectively.

 

a) On May 4, 2017, pursuant to a Securities Purchase Agreement, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,200,000 shares of common stock (as adjusted for the Company’s subsequent one-for-ten reverse stock split) to accredited investors. The debentures bear interest at a rate of 8% per annum, payable in cash quarterly in arrears. The debentures mature on December 31, 2018 and contain customary financial and other covenants, including a requirement to maintain positive annual earnings before interest, taxes, depreciation and amortization. The debentures are secured by a second priority security interest on the Company’s assets and the obligation is guaranteed by the Company’s subsidiaries. The debentures contain a mandatory redemption provision that is triggered by an asset sale. Sale of greater than 33% of the Company’s assets will also trigger an event of default. Upon any event of default, in addition to other customary remedies, the holders have the right, at their sole option, to purchase Little Big Burger from the Company, for an aggregate purchase price of $6,500,000, or demand repayment at 108% of the outstanding principal balance and any outstanding accrued interest. The warrants have an exercise price of $3.50 (as adjusted for the reverse stock split on May 19, 2017) and a ten-year term. Warrants to purchase 800,000 shares include a beneficial ownership limit upon exercise of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant; warrants to purchase the remaining 400,000 shares were amended to increase the beneficial ownership limit upon exercise to 19.99%.

 

The $6 million debentures are due and payable on December 31, 2018. The Company is in discussions with its lenders regarding the terms of an extension or new debenture to replace the expiring debenture. Those discussions are continuing and are expected to be final by the end of the year. Management cannot provide any assurance that it will be successful in negotiating an extension or a new loan or provide any assurance as to the terms and conditions of any new or extended debentures.

 

b) The Company has two term loans with Paragon Bank (previously three loans, one of which was paid in full in September 2018), all of which are collateralized by all assets of the Company and personally guaranteed by our Chief Executive Officer. The outstanding balance, interest rate and contractual maturity date of each loan is as follows:

 

    Maturity date     Interest rate    

Principal

balance

   

Monthly principal and

interest payment

 
Note 1     9/10/2018       5.50 %   $ -     $ -  
Note 2     5/10/2019       5.50 %     102,099       11,532  
Note 3     8/10/2021       5.50 %     272,325       8,500  
                    $ 374,424     $ 20,032  

 

c) The Company has a promissory note payable on demand in the amount of $75,000 with 800 shares of restricted Company common stock to be paid to the lender each month while the note is outstanding.

 

d) During February 2017, in consideration for proceeds of $330,000, the Company agreed to make payments of $1,965 per day for 210 days. As of October 2017, the daily payment amount was modified to $1,200 per day and the term was extended to February 2018, with total remittance over the life of the loan unchanged. Also, during March 2017 in consideration for proceeds of $150,000, the Company agreed to make payments of $856 per day for 240 days. The Company granted a security interest in the credit card receivables of the specified restaurants in connection with the Receivables Financing Agreements