Quarterly report pursuant to Section 13 or 15(d)

Notes Payable, Related Parties

v3.20.2
Notes Payable, Related Parties
3 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Notes Payable, Related Parties

Note 7:

Notes Payable, Related Parties

JanOne Inc. Note

On December 30, 2017, ASH entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (now JanOne Inc.) (the “Seller”) and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased (the “Transaction”) from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $6,500 (the “Purchase Price”). ASH was required to deliver the Purchase Price, and a portion of the Purchase Price was delivered, to the Seller prior to March 31, 2018. Between March 31, 2018 and April 24, 2018, ASH and the Seller negotiated in good faith the method of payment of the remaining outstanding balance of the Purchase Price.

On April 25, 2018, ASH delivered to the Seller that certain Promissory Note (the “ApplianceSmart Note”) in the original principal amount of $3,919 (the “Original Principal Amount”), as such amount may be adjusted per the terms of the ApplianceSmart Note. The ApplianceSmart Note is effective as of April 1, 2018 and matures on April 1, 2021 (the “Maturity Date”). The ApplianceSmart Note bears interest at 5% per annum with interest payable monthly in arrears. Ten percent of the outstanding principal amount will be repaid annually on a quarterly basis, with the accrued and unpaid principal due on the Maturity Date. ApplianceSmart has agreed to guaranty repayment of the ApplianceSmart Note. The remaining $2,581 of the Purchase Price was paid in cash by ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller up to the Original Principal Amount. As of December 31, 2019, and September 30, 2018, there was $2,826 principal outstanding on the ApplianceSmart Note.

On December 26, 2018, ASH and the Seller amended and restated the ApplianceSmart Note to, among other things, grant the Seller a security interest in the assets of ASH and ApplianceSmart in accordance with the terms of separate security agreements entered into between ASH and ApplianceSmart, respectively, and the Seller.

On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. See Note 13 for a complete discussion.

Isaac Capital Fund Note

In connection with the acquisition of Marquis by the Company, the Company entered into a mezzanine loan in the amount of up to $7,000 with Isaac Capital Fund (“ICF”), a private lender whose managing member is Jon Isaac, our President and Chief Executive Officer. The ICF mezzanine loan bears interest at 12.5% per annum with payment obligations of interest each month and all principal due in May 2025. As of December 31, 2019, and September 30, 2019, there was $2,000 outstanding on this mezzanine loan.

Notes payable, related parties as of December 31, 2019 and September 30, 2019 consisted of the following:

 

 

 

December 31,

2019

 

 

September 30,

2019

 

JanOne Inc

 

$

2,826

 

 

$

2,826

 

Isaac Capital Fund

 

 

2,000

 

 

 

2,000

 

Total notes payable - related parties

 

 

4,826

 

 

 

4,826

 

Less current portion

 

 

 

 

 

 

Long-term portion

 

$

4,826

 

 

$

4,826

 

 

Future maturities of notes payable, related parties at December 31, 2019 are as follows:

 

Twelve months ending December 31,

 

 

 

 

2020

 

$

 

2021

 

 

2,826

 

2022

 

 

 

2023

 

 

 

2024

 

 

 

Thereafter

 

 

2,000

 

Total

 

$

4,826