v3.26.1
Note 11 - Debt (Tables)
6 Months Ended
Jun. 30, 2026
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

June 30,

  

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, 2028. 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, 2028, as extended on June 17, 2026, which are included in this amount. At June 30, 2026 and December 31, 2025, $676.0 thousand and $524.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

 $3,889  $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 June 30, 2026 and December 31, 2025, respectively). At June 30, 2026 and December 31, 2025, $344.0 thousand and $283.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  1,111   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 (4.89% and 5.59% at June 30, 2026 and December 31, 2025, respectively). At June 30, 2026 and December 31, 2025, $32.0 thousand and $25.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  1,282   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 June 30, 2026 and December 31, 2025, $13.0 and $18.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  264   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 June 30, 2026 and December 31, 2025, $15.0 and $5.0 thousand of accrued interest remains unpaid, respectively.

  1,142   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 June 30, 2026 and December 31, 2025, $17.0 and $6.0 thousand of accrued interest remains unpaid, respectively.

  1,425   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 June 30, 2026 and December 31, 2025, $98.0 and $46.0 thousand of accrued interest remains unpaid and is included within this amount, respectively.

  1,748   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%.

  3,151   3,161 
   14,012   15,746 

Less: unamortized premiums, discounts, and issuance costs

  (1,165)  (2,695)

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

 $12,847  $13,051 
         

Current portion of principal outstanding

  4,818   5,675 

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

  (573)  (1,968)

Total current portion of long-term debt

  4,245   3,707 
         

Long-term portion of principal outstanding

  9,194   10,071 

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

  (592)  (727)

Total long-term debt, net of current portion

  8,602   9,344 

Total long-term debt

 $12,847  $13,051 
Schedule of Debt [Table Text Block]

Balance, December 31, 2025

 $2,493,664 

PIK interest capitalized

  25,180 

Balance, June 30, 2026

 $2,518,844 

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

 $250,372  $1,650,388  $1,900,760 

Less: unamortized OID

  (2,718)  (73,779)  (76,497)

Less: unamortized debt issuance costs

  (3,186)  (66,740)  (69,926)

Less: unamortized derivative discount

  (7,975)  (327,177)  (335,152)

Net carrying value

 $236,493  $1,182,692  $1,419,185 
  

June 30,

  

December 31,

 
  

2026

  

2025

 
         

Stated principal

 $1,900,760  $3,859,541 

Less: unamortized original issue discount

  (76,497)  (327,052)

Less: unamortized debt issuance costs

  (69,926)  (327,358)

Less: unamortized derivative discount

  (335,152)  (1,636,352)

Net carrying value

 $1,419,185  $1,568,779 
Schedule of Debt Conversions [Table Text Block]
  

July 2025 Note

  

October 2025 Note

  

Total

 

Balance, December 31, 2025

 $500,744  $3,358,797  $3,859,541 

Converted to common stock

  (250,372)  (1,708,409)  (1,958,781)

Balance, June 30, 2026

 $250,372  $1,650,388  $1,900,760 

Note

 

Conversion Price

  

Principal

  

Accrued Interest

  

Shares Issued

 

July 2025 Note

 $0.75  $250,372  $17,526   357,198 

October 2025 Note

 $0.75   1,495,325   104,673   2,133,335 

October 2025 Note

 $0.57   213,084   14,916   400,000 

Total

     $1,958,781  $137,115   2,890,533 
  

Conversion Price

  

Principal

  

Shares Issuable

 

July Note

  0.75   250,372   333,829 

October Note — Tranche 1

  0.75   90,616   120,821 

October Note — Tranche 2

  1.1   1,272,856   1,157,142 

October Note — Tranche 3

  0.57   286,916   503,361 

Total

     $1,900,760  $2,115,154 
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 

Change in fair value — amendments

     14,565   14,565 

Derecognition to APIC

  (22,226)  (30,696)  (52,922)

Change in fair value — conversions

  (58,226)  (573,707)  (631,933)

Change in fair value — remeasurement

  23,850   (48,494)  (24,644)

Balance, June 30, 2026

 $3  $6,819  $6,822 
Schedule of Maturities of Long-Term Debt [Table Text Block]

Remainder of 2026

 $3,860 

2027

  1,131 

2028

  5,942 

2029

  44 

2030

  54 

Thereafter

  2,981 

Total

 $14,012