Debt | NOTE 8 – DEBT Bank Lines of Credit The Company obtained a domestic revolving line of credit of $2,000,000 in April 2022, which renews on an annual basis at the current prime rate. To access this line of credit the Company must maintain cash and investments balances at a minimum of $4,000,000. No balance is outstanding on September 30, 2022. Bressner has three revolving lines of credit with German institutions, including UniCredit Bank and VR Bank with total availability of up to €2,200,000 (US$2,175,320) as of September 30, 2022. Borrowings under the lines of credit bear interest at a variable rate of Euribor plus a stated rate. The current rates as of September 30, 2022, for the lines of credit range from 3.10% to 4.0%, with the balances remaining open indefinitely or until occurrence of a defined change of control event. There were no outstanding lines of credit balances as of September 30, 2022 and December 31, 2021. Bressner has five term loans outstanding as of September 30, 2022, with an aggregate balance outstanding of €3,316,778 (US$3,246,403) as follows: • On June 18, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bore interest at 1.487% with interest only payments to be paid on a quarterly basis. The note was due December 17, 2021, and subsequently extended through June 17, 2022. On June 17, 2022, this note was further extended through December 19, 2022, and the interest rate was increased to 2.45% with accrued interest having been paid current as of the original maturity date. Payment of the principal and all unpaid interest will be due upon maturity in December 2022. The outstanding balance as of September 30, 2022, is €500,000 (US$489,391) and as of December 31, 2021, was € (US$ 568,826 ); • On February 1, 2022, Bressner converted €500,000 of its line of credit from VR Bank into a note payable, which bears interest at 1.95% with interest only payments to be paid on a quarterly basis. The note was originally due on August 1, 2022. On August 1, 2022, this note was extended through February 1, 2023, and the interest rate was increased to 2.19% with accrued interest having been paid current as of the original maturity date. The balance outstanding as of September 30, 2022, is €500,000 (US$489,391); • On February 16, 2022, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bears interest at 1.580% with interest only payments to be paid on a quarterly basis. The note was originally due on August 16, 2022. On August 16, 2022, this note was extended through February 16, 2023, and the interest rate was increased to 2.875% with accrued interest having been paid current as of the original maturity date. The outstanding balance as of September 30, 2022, is €500,000 (US$489,391); • On April 9, 2021, Bressner converted €500,000 of its line of credit from Commerzbank AG into a note payable, which bore interest at 1.60% with interest only payments to be paid on a quarterly basis. The note was due on September 30, 2021, with a payment of principal and interest due upon maturity. This loan was paid in full on September 30, 2021 with proceeds from a new note that bears interest at 1.685% with similar terms. This new note had an original maturity date of June 30, 2022; however, this note was renewed and extended to September 30, 2022. On September 30, 2022, this note was further extended through March 31, 2023, and the interest rate was increased to 3.875% with accrued interest having been paid current as of the original maturity date. The balance outstanding on the new note as of September 30, 2022, was €500,000 (US$489,391), and as of December 31, 2021, was €500,000 (US$568,825); • On June 1, 2022, Bressner borrowed €1,500,000 (US$1,468,173) from Commerzbank AG, which bears interest at 2.55% is due in September 2024, and is repayable in twenty-four monthly installments, with payments beginning July 31, 2022. The balance outstanding as of September 30, 2022, is €1,316,778 (US$1,288,839). This loan is collateralized by accounts receivable attributable to a specific customer, and • On June 4, 2021, Bressner converted €500,000 of its line of credit from UniCredit Bank into a note payable, which bore interest at 1.55% with interest only payments to be paid on a quarterly basis. The note matured on November 30, 2021, with a payment of principal and unpaid interest due upon maturity. The note was paid in full as of December 31, 2021. Notes Payable In April 2019, the Company borrowed an aggregate of $350,000 from three individuals for a two-year Notes Payable – Related Parties In April 2019, the Company borrowed an aggregate of $1,150,000 from three individuals who serve on the Company’s board of directors for a two-year Debt Discount The relative fair value of warrants issued in connection with the notes payable described above were recorded as debt discount, decreasing notes payable and related-party notes payable and increasing additional paid-in-capital on the accompanying consolidated balance sheets. The debt discounts were amortized to interest expense over the term of the corresponding notes payable using the straight-line method, which approximated the effective interest method. Amortization of debt discounts of $0 and $0 were recognized as interest expense for the three month periods ended September 30, 2022 and 2021, respectively, and $0 and $8,773 were recognized as interest expense for the nine month periods ended September 30, 2022 and 2021, respectively. Paycheck Protection Program Loan On April 28, 2020, the Company received authorization pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) for a “PPP” loan. On May 11, 2020, the loan was funded, and the Company received proceeds in the amount of $1,499,360 (the “PPP Loan”). The PPP Loan, which took the form of a two-year promissory note (the “PPP Note”), was scheduled to mature on April 28, 2022 and bore interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), was initially to commence on October 28, 2020. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Note provided for customary events of default, including, among others, those relating to failure to make payment, breaches of any term, obligation, covenant, or condition contained in the PPP Note and payment of unauthorized expenses or use of proceeds contrary to CARES Act rules. The Company submitted an application with the lender to forgive the PPP Loan, in accordance with SBA Procedural Notice, Control No. 5000-20057, effective as of October 2, 2020. On May 3, 2021, the Company received notification from the SBA that its PPP Loan of $1,499,360, plus accrued interest of $14,994, had been fully forgiven and such amount has been recognized as other income in the consolidated statement of income. Senior Secured Convertible Note On April 20, 2020, the Company entered into a Securities Purchase Agreement with an institutional investor, providing for the issuance by the Company of Senior Secured Convertible Promissory Notes with a principal face value of up to $6,000,000. The notes were, subject to certain conditions, convertible into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $2.50. Notes issued under the Securities Purchase Agreement had a 10% original issue discount. At the initial closing of this offering, the Company issued notes in the principal amount of $3,000,000 with a 10% original issue discount resulting in Pursuant to the Securities Purchase Agreement, the Company had the right to consummate additional closings of up to an additional $3,000,000, subject to the prior satisfaction of certain closing conditions. This right expired effective April 20, 2021, and the Company may no longer consummate additional closings under the Securities Purchase Agreement. The notes were convertible at any time, in whole or in part, at the option of the investors, into shares of Company common stock at the initial conversion price of $2.50 per share. The conversion price was subject to adjustment for the issuances of securities at a price below the conversion price then in effect and for stock splits, combinations or similar events. If immediately following the close of business on the nine month anniversary of the issuance date of each note, the conversion price then in effect exceeded 135% of the volume weighted average price VWAP (the “Market Price”), the initial conversion price under any such note would be automatically lowered to the Market Price. Subject to the satisfaction of certain equity conditions set forth in the notes, installment amounts could be satisfied in shares of our common stock, with such installment conversion at a conversion price equal to the lower of (i) the conversion price then in effect; and (ii) the greater of (x) the floor price of $1.00 (80% of the Nasdaq market price at date of purchase agreement) and (y) the lower of (I) 82.5% the volume weighted average price of our common stock on the trading day immediately before the applicable installment date and (II) 82.5% of the quotient of (A) the sum of the volume weighted average price of our common stock for each of the three (3) trading days with the lowest volume weighted average price of our common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately prior to the applicable installment date, divided by (B) three (3). Shares of our common stock to be issued with respect to any such installment would be pre-delivered on the second trading day after the applicable installment notice date (as defined in the notes) with a true-up on the applicable installment date. The market value of any installment amount below the floor price would be cash settled on the applicable installment date. Commencing July 1, 2020, the Company made monthly amortization payments equal to 1/22nd Management evaluated the embedded conversion feature to determine whether bifurcation was required as a separate derivative liability. Management first determined that the conversion feature was not within the scope of ASC 480. It then determined that the embedded derivative should be separated from the host instrument and accounted for as a derivative instrument because it met the criteria of ASC 815-15-25-1, primarily because the contract provides for delivery of an asset that puts the recipient in substantially the same position as net settlement. However, due in part to the Company’s adoption of ASC 2017-11 on April 1, 2020, which allowed management to disregard the down round provisions of the conversion feature, management determined that a scope exception to derivative accounting existed by satisfying the additional conditions necessary for equity classification specified by ASC 815-10-15-74 and ASC 815-40-25. As a result of management’s analysis, the conversion feature was not accounted for separately from the debt instrument and the Company will recognize the contingent beneficial conversion feature when, or if, such is triggered. The original issue discount of 10% on the note was recorded as a debt discount, decreasing the note payable. This debt discount is amortized to interest expense using the effective interest rate method over the term of the loan. For the three month periods ended September 30, 2022 and 2021, total debt discount amortization was $0 and $26,285, respectively. For the nine month periods ended September 30, 2022 and 2021, total debt discount amortization was $1,161 and $121,644, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of income. Debt issuance costs in the amount of $316,274 related to this indebtedness were deducted from the face value of the note. Such costs are amortized to interest expense using the effective interest rate method over the term of the loan. Total debt issuance costs amortized during the three month periods ended September 30, 2022 and 2021, was $0 and $27,711, respectively. Debt issuance costs amortized during the nine month periods ended September 30, 2022 and 2021, was $1,223 and $128,243, respectively. Such amounts are included in interest expense in the accompanying consolidated statements of income. A summary of outstanding debt obligations as of September 30, 2022, is as follows: Loan Description Current Interest Rate Maturity Date Balance (Euro) Balance ($) Current Portion Long-term Portion Foreign: Uni Credit Bank AG 2.450% December-22 € 500,000 $ 489,391 $ 489,391 $ - VR Bank 2.190% February -23 500,000 489,391 489,391 - Uni Credit Bank AG 2.875% February-23 500,000 489,391 489,391 - Commerzbank AG 3.875% March-23 500,000 489,391 489,391 - Commerzbank AG 2.550% June-24 1,316,778 1,288,839 730,337 558,502 € 3,316,778 $ 3,246,403 $ 2,687,901 $ 558,502 Outstanding debt obligations as of September 30, 2022, consist of the following: Period Ended September 30, 2022 Foreign Total Current portion: Principal $ 2,687,901 $ 2,687,901 Less discount - - Less loan origination costs - - Net liability $ 2,687,901 $ 2,687,901 Long-term portion: Principal $ 558,502 $ 558,502 Less discount - - Less loan origination costs - - Net liability $ 558,502 $ 558,502 Total: Principal $ 3,246,403 $ 3,246,403 Less discount - - Less loan origination costs - - Net liability $ 3,246,403 $ 3,246,403 Total future principal payments under notes payable and related party notes payable as of September 30, 2022, are as follows: Period Ending September 30, Foreign Total 2023 $ 2,687,901 $ 2,687,901 2024 558,502 558,502 Total minimum payments 3,246,403 3,246,403 Current portion of notes payable (2,687,901 ) (2,687,901 ) Notes payable, net of current portion $ 558,502 $ 558,502 |