v3.26.1
Note 11 - Debt (Tables)
3 Months Ended
Mar. 31, 2026
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

March 31,

  

December 31,

 
  

2026

  

2025

 

Long-term Debt

        

Mezzanine term loan to Stream Finance, LLC, a related party, collateralized by substantially all of TotalStone’s assets and subordinated to the Bank term notes. Interest is calculated monthly as the Base Rate divided by an Adjustment Factor of 0.75, not to exceed 15% per annum (see further details below), with a maturity date of September 30, 2027. On March 7, 2025, the Special Preferred Membership Interests were exchanged for loans in an aggregate principal of $1,143,646 and an amendment fee of $695,000 payable on the deferral date of September 30, 2027 which are included in this amount. At March 31, 2026 and December 31, 2025, $524.0 thousand of accrued interest remains unpaid and is included within this amount.

  3,801   3,713 

Seller’s note with Avelina Masonry, LLC, which required monthly payments of $48.0 thousand. The original maturity date was November 13, 2022 but the loan has not been paid in full and is in default. The loan bears interest at one-month SOFR plus 4.5% plus 3.0% default (11.28% and 11.29% at March 31, 2026 and December 31, 2025, respectively. At March 31, 2026 and December 31, 2025, $313.0 thousand and $283.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  1,080   1,050 

Seller's note with D22L, Inc., which requires quarterly interest payments commencing December 31, 2025 and quarterly principal payments of $100,000 commencing December 31, 2026. This Subordinated Promissory Note has a maturity date of February 22, 2028 and bears interest of 1.25% plus SOFR (4.93 and 5.59% at March 31, 2026 and December 31, 2025, respectively). At March 31, 2026 and December 31, 2025, $41.0 thousand and $25.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  1,291   1,275 

Senior Convertible Note with 3i, LP. issued on July 29, 2025 with a principal amount of $3,272,966 and accrued interest of $229,108. This note was issued with an 8.34% original issue discount and bears interest at the rate of 7.0% per annum, with a maturity date of July 29, 2026. At March 31, 2026 and December 31, 2025, $26.0 and $18.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  527   518 

Seller’s note with Fraser Canyon Holdings Inc., which requires quarterly principal payments of CAD $400,000 commencing July 31, 2026. This Subordinated Promissory Note has a maturity date of March 31, 2027 and bears interest at TD Bank’s prime rate plus 1.00%, stepping up to prime plus 3.00% after November 30, 2026. At March 31, 2026 no accrued interest remains unpaid. At December 31, 2025, $5.0 thousand of accrued interest remains unpaid.

  1,170   1,167 

Seller’s note with Fraser Canyon Holdings Inc., which requires quarterly principal payments of CAD $50,000 commencing March 31, 2027. This Subordinated Promissory Note has a maturity date of December 1, 2028 and bears interest at 30-day average SOFR plus 1.25%, stepping up to SOFR plus 2.50% after November 30, 2026 and SOFR plus 3.75% after November 30, 2027. At March 31, 2026, no accrued interest remains unpaid. At December 31, 2025, $6.0 thousand of accrued interest remains unpaid.

  1,463   1,459 

Senior Convertible Note with 3i, LP, issued on October 22, 2025 with a principal amount of $3,545,712. This note was issued with an 8.34% original issue discount and bears interest at the rate of 7.0% per annum, with a maturity date of October 22, 2026. At March 31, 2026 and December 31, 2025, $98.0 and $46.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  3,223   3,405 

In December 2022, TotalStone sold its facility in Navarre, Ohio to a nonaffiliated third party for a purchase price of $3.2 million and concurrently entered into a leaseback transaction. The transaction is treated as a failed sale in accordance with U.S. GAAP. The Company therefore recorded a financing liability related to the sale-leaseback in the amount of the sale price. The obligation matures in January 2048 and requires monthly payments of principal and interest. With the sale leaseback, TotalStone signed a lease agreement with a 25-year lease term. The initial annual lease payment of $259.0 thousand increases 2% per annum. The imputed interest rate is 8.10%.

  3,156   3,161 
   15,712   15,746 

Less: unamortized premiums, discounts, and issuance costs

  (2,530)  (2,695)

Total debt, net unamortized premiums, discounts, and issuance costs

 $13,182  $13,051 
         

Current portion of principal outstanding

  6,259   5,976 

Less: current portion of unamortized premiums, discounts, and issuance costs

  (1,871)  (1,968)

Total current portion of long-term debt

  4,388   4,007 
         

Long-term portion of principal outstanding

  9,453   9,772 

Less: long-term portion of unamortized premiums, discounts, and issuance costs

  (659)  (727)

Total long-term debt, net of current portion

  8,794   9,044 

Total long-term debt

 $13,182  $13,051 
Schedule of Debt [Table Text Block]

Balance, December 31, 2025

 $2,493,664 

Special Preferred exchange

    

PIK interest capitalized

  87,424 

Balance, March 31, 2026

 $2,581,088 

Table A

  

Table B

 
  

Adjusted EBITDA of TotalStone

       

Adjusted EBITDA of TotalStone

    

Level

 

(exclusive of Northeast)

 

Rate

  

Level

 

and Northeast

 

Rate

 

I

 

Greater than $2,500,000

  12% 

I

 

Greater than $4,000,000

  12%

II

 

Less than or equal to $2,500,000, but greater than or equal to $2,000,000

  10% 

II

 

Less than or equal to $4,000,000, but greater than or equal to $3,500,000

  10%

III

 

Less than $2,000,000

  8% 

III

 

Less than $3,500,000

  8%
  

SSN #1

  

SSN #2

  

Total

 

Stated principal

 $500,744  $3,125,152  $3,625,896 

Less: unamortized OID

  (19,493)  (231,618)  (251,111)

Less: unamortized debt issuance costs

  (22,851)  (209,520)  (232,371)

Less: unamortized derivative discount

  (57,197)  (1,165,376)  (1,222,573)

Net carrying value

 $401,203  $1,518,638  $1,919,840 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
  

SSN #1

  

SSN #2

  

Total

 

Balance, December 31, 2025

 $56,605  $645,151  $701,756 

Initial fair value at issuance

         

Change in fair value — amendments

         

Derecognition to APIC

     (28,802)  (28,802)

Change in fair value — conversions

     (480,212)  (480,212)

Change in fair value — remeasurement

  46,073   (42,158)  3,915 

Balance, March 31, 2026

 $102,678  $93,978  $196,656 
Schedule of Debt Conversions [Table Text Block]
  

Conversion Price

  

Principal

  

Shares Issuable

 

July Note

  0.75   500,744   667,659 

October Note — Tranche 1

  0.75   1,352,296   1,803,061 

October Note — Tranche 2

  1.1   1,772,856   1,611,687 

Total

     $3,625,896  $4,082,407 
Schedule of Maturities of Long-Term Debt [Table Text Block]

2027

 $4,237 

2028

  2,143 

2029

  44 

2030

  54 

2031

  65 

Thereafter

  2,911 

Total

 $9,454