SMG Industries Inc. - Quarter Report: 2022 March (Form 10-Q)

Three Months Ended

Three Months Ended

March 31, 2022

March 31, 2021

Other Lease Information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


	☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


	☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-54391

periods beginning after December

SMG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



Delaware	51-0662991
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

20475 State Hwy 249, Suite 450
Houston, Texas	77070
(Address of Principal Executive Offices)	(Zip Code)

(713) 955-3497

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

710 N. Post Oak Road, Suite 315, Houston, Texas

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The number of shares of Common Stock, par value $0.001 per share, outstanding as of May 16, 2022, was 35,124,810.

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Ticker symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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SMG INDUSTRIES, INC.

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		Page
Part I	Financial Information

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 (Unaudited)	2

	Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	3

	Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	5

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Qualitative and Quantitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	23

Part II	Other Information

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27

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SMG INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	March 31,		December 31,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	2,366,695	$	257,768
Restricted cash		920,013		858,408
Accounts receivable, net of allowance for doubtful accounts of $1,188,705 and $1,041,387, respectively		12,573,451		11,703,347
Prepaid expenses and other current assets		2,305,775		2,162,238
Current assets of discontinued operations		17,435		17,446

Total current assets		18,183,369		14,999,207

Property and equipment, net of accumulated depreciation of $12,619,594 and $11,262,193, respectively		9,711,817		10,463,352
Right of use assets - operating lease		3,198,666		3,312,710
Other assets		935,086		448,887
Other assets of discontinued operations, net		1,500		1,500

Total assets	$	32,030,438	$	29,225,656

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2,301,626	$	3,958,515
Accounts payable – related party		141,318		94,602
Accrued expenses and other liabilities		4,105,369		4,055,113
Current portion of right of use liabilities - operating leases		933,060		816,671
Secured line of credit		9,676,648		9,468,759
Current portion of unsecured notes payable		3,348,891		1,168,420
Current portion of secured notes payable, net		3,696,887		3,527,960
Current portion of convertible note, net		3,443,972		1,616,672
Current liabilities of discontinued operations		494,735		588,283

Total current liabilities		28,142,506		25,294,995

Long term liabilities:
Convertible note payable, net		1,591,690		2,620,145
Notes payable - secured, net of current portion		18,850,358		14,535,751
Right of use liabilities - operating leases, net of current portion		2,458,598		2,545,950
Long term liabilities of discontinued operations		357,969		381,746

Total liabilities		51,401,121		45,378,587

Commitments and contingencies

Stockholders’ deficit
Preferred stock 1,000,000 shares authorized:
Series A preferred stock - $0.001 par value; 2,000 shares authorized; no shares issued and outstanding		—		—
Series B convertible preferred stock - $0.001 par value; 6,000 shares authorized; no shares issued and outstanding		—		—
Common stock - $0.001 par value; 250,000,000 shares authorized; 35,124,810 and 33,731,162 shares issued and outstanding, respectively		35,125		33,732
Additional paid in capital		17,257,858		16,845,873
Accumulated deficit		(36,663,666)		(33,032,536)

Total stockholders’ deficit		(19,370,683)		(16,152,931)

Total liabilities and stockholders’ deficit	$	32,030,438	$	29,225,656

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SMG INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2022 and 2021

(unaudited)


	Three Months Ended		Three Months Ended
	March 31, 2022		March 31, 2021
REVENUES	$	16,181,053	$	7,602,328

COST OF REVENUES		14,725,105		8,700,508

GROSS PROFIT (LOSS)		1,455,948		(1,098,180)

OPERATING EXPENSES:
Selling, general and administrative		2,463,881		1,512,400

Total operating expenses		2,463,881		1,512,400

LOSS FROM OPERATIONS		(1,007,933)		(2,610,580)

OTHER INCOME (EXPENSE)
Interest expense, net		(2,619,037)		(1,248,789)
Other expense		(9,048)		—
Other income, net		—		639
Gain on sale of assets		—		50,162

Total other income (expense)		(2,628,085)		(1,197,988)

NET LOSS FROM CONTINUING OPERATIONS		(3,636,018)		(3,808,568)

Income (loss) from discontinued operations		4,888		(56,455)
NET LOSS		(3,631,130)		(3,865,023)

Preferred stock dividends		—		(25,000)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,631,130)	$	(3,890,023)

Net loss per common share – Basic and diluted
Continuing operations	$	(0.11)	$	(0.20)
Discontinued operations	$	(0.00)	$	(0.00)
Net loss attributable to common shareholders	$	(0.11)	$	(0.20)

Weighted average common shares outstanding
Basic		34,311,688		19,516,258
Diluted		34,311,688		19,516,258

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SMG INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the three months ended March 31, 2022 and 2021

(unaudited)


	Series A
	Preferred						Additional
	Stock			Common Stock			Paid In		Accumulated
	Shares	Value		Shares	Value		Capital		Deficit		Total
Balances at December 31, 2021	—	$	—	33,731,162	$	33,732	$	16,845,873	$	(33,032,536)	$	(16,152,931)

Shares issued as deferred finance cost on promissory notes	—		—	1,393,648		1,393		396,380		—		397,773
Share based compensation	—		—	—		—		15,605		—		15,605
Net loss	—		—	—		—		—		(3,631,130)		(3,631,130)

Balances at March 31, 2022	—	$	—	35,124,810	$	35,125	$	17,257,858	$	(36,663,666)	$	(19,370,683)

Balances at December 31, 2020	2,000	$	2	19,446,258	$	19,447	$	10,978,254	$	(21,815,556)	$	(10,817,853)

Shares issued with debt and beneficial conversion feature on convertible notes payable	—		—	393,107		393		174,658		—		175,051
Share based compensation	—		—	—		—		17,973		—		17,973
Preferred stock dividends	—		—	—		—		—		(25,000)		(25,000)
Net loss	—		—	—		—		—		(3,865,023)		(3,865,023)

Balances at March 31, 2021	2,000	$	2	19,839,365	$	19,840	$	11,170,885	$	(25,705,579)	$	(14,514,852)

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SMG INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2022 and 2021

(unaudited)


	Three months ended		Three months ended
	March 31,		March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,636,018)	$	(3,808,568)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock based compensation		15,605		17,973
Depreciation and amortization		1,357,401		1,418,401
Amortization of deferred financing costs		1,497,032		245,722
Amortization of right of use assets - operating leases		114,044		88,589
Bad debt expense (recovery)		153,801		(14,353)
Gain on sale of assets		—		(50,162)
Changes in:
Accounts receivable		(1,023,905)		(1,389,592)
Prepaid expenses and other current assets		1,484,614		1,251,779
Other assets		(598,625)		(585,574)
Accounts payable		(1,656,889)		(118,594)
Accounts payable - related party		46,716		(59,918)
Accrued expenses and other liabilities		50,256		1,438,162
Right of use operating lease liabilities		29,037		(19,688)
Net cash used in operating activities from continuing operations		(2,166,931)		(1,585,823)
Net cash provided by operating activities from discontinued operations		—		530,013
Net cash used in operating activities		(2,166,931)		(1,055,810)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for disposal of MG Cleaners, LLC		—		(35,000)
Cash paid for purchase of property and equipment		(37,022)		—
Net cash used in investing activities from continuing operations		(37,022)		(35,000)
Net cash used in investing activities		(37,022)		(35,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from secured line of credit, net		180,830		—
Payments on secured line of credit, net		—		(354,214)
Proceeds from notes payable		5,229,098		1,874,002
Payments on notes payable		(1,035,443)		(338,001)
Proceeds from convertible notes payable		—		150,000
Net cash provided by financing activities from continuing operations		4,374,485		1,331,787
Net cash used in financing activities from discontinued operations		—		(150,173)
Net cash provided by financing activities		4,374,485		1,181,614

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		2,170,532		90,804

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		1,116,176		979,088

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	3,286,708	$	1,069,892

Supplemental disclosures:
Cash paid for income taxes	$	—	$	—
Cash paid for interest	$	1,144,694	$	528,909

Noncash investing and financing activities
Prepaid expenses financed with note payable	$	1,353,151	$	1,179,752
Preferred stock dividend	$	—	$	25,000
Shares issued for deferred financing costs	$	397,773	$	—
Note receivable for property and equipment	$	275,000	$	17,293
Beneficial conversion feature on convertible notes payable	$	—	$	175,051
Non-cash consideration in convertible notes payable	$	—	$	112,071
Equipment financed with note payable	$	843,844	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SMG INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION

SMG Industries Inc. (“we”, “our”, the “Company” or “SMG”) is a corporation established pursuant to the laws of the State of Delaware on January 7, 2008. The Company’s original business was the acquisition and stockpile of a rare metal known as Indium used in cell phones and other industrial applications. The Company eventually sold its stockpile and distributed most of the proceeds to its stockholders via special dividends and share repurchases.

The Company today is a growth-oriented midstream, logistics and oilfield services company that operates throughout the domestic Southwest United States. Through its wholly-owned operating subsidiaries, the Company offers an expanding suite of products and services across the oilfield market segments of drilling, completions and production.

SMG is headquartered in Houston, Texas with facilities in Odessa, Floresville, Henderson, Victoria and Palestine, Texas.

In March 2020 the World Health Organization declared COVID-19 a pandemic. Throughout 2020 and into 2021, many variants of the virus arose. We are still assessing the impact COVID-19 and related variants (together, “COVID-19”) may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.

The accompanying unaudited interim consolidated financial statements of SMG have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2021 and 2020 in the Form 10-K filed on April 15, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the Form 10-K have been omitted.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly subsidiaries, 5J Trucking LLC, 5J Oilfield Services LLC, 5J Specialized LLC, 5J Transportation LLC and 5J Brokerage LLC (together referred to as “5J”), Momentum Water Transfer Services, LLC (“MWTS”), Jake Oilfield Solutions LLC (“Jake”) and Trinity Services LLC (“Trinity”), all of which have quarter ends of March 31 and fiscal year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation.

Fair Value of Financial Instruments

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

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Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3: inputs to the valuation methodology are unobservable and significant to the fair value

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

Discontinued Operations

In December 2020 we sold MG and decided to cease the operations of Trinity. An entity that is disposed of by sale or ceasing of operations is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, MG and Trinity are reported as discontinued operations.

Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income (loss) from discontinued operations for the three months ended March 31, 2022 and 2021. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021.

Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of MG and Trinity. The discontinued operations exclude general corporate allocations.

Basic and Diluted Net Loss per Share

The Company presents both basic and diluted net loss per share on the face of the statements of operations. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method for stock options and warrant and the “if converted” method for convertible notes payable and preferred stock. If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored. For the three months ended March 31, 2022, 1,525,000 of stock options, 1,763,335 of warrants and 79,467,400 shares issuable from convertible notes were considered for their dilutive effects. For the three months ended March 31, 2021, 2,060,000 of stock options, 1,763,335 of warrants, 4,000,000 shares issuable from Series A Preferred Stock and 29,413,660 shares issuable from convertible notes were considered for their dilutive effects. As a result of the Company’s net losses for the three months ended March 31, 2022 and 2021, all potentially dilutive instruments were excluded as their effect would have been anti-dilutive.

Reclassification

Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, no adjustments to the consolidated financial statements have been made to account for this uncertainty. The Company concluded that the uncertainty surrounding the COVID-19 global pandemic, its negative working capital, and negative cash flows from operations are conditions that raised substantial doubt about the Company’s ability to continue as a going concern. The Company plans to continue to generate additional revenue (and improve cash flows from operations) in connection with its anticipated growth related to the Company’s February 2020 acquisition of 5J and its expanded revenue lines in heavy haul, super heavy haul, drilling rig mobilization, commodity freight, and brokerage services.

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NOTE 4 – REVENUE

Disaggregation of revenue

All of the Company’s revenue from continuing operations is currently generated from services. As such no further disaggregation of revenue information is provided. All revenues are currently in the southern region of the United States.

Customer Concentration and Credit Risk

During the three months ended March 31, 2022, no customers exceeded 10% of revenue. During the three months ended March 31, 2021, one of our customers accounted for approximately 12% of our total gross revenues. No customer accounted for 10% of accounts receivable as of March 31, 2022 and December 31, 2021.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment at March 31, 2022 and December 31, 2021 consisted of the following:


	March 31, 2022		December 31, 2021
Equipment	$	7,805,619	$	7,768,597
Trucks and trailers		11,735,845		11,167,001
Downhole oil tools		659,873		659,873
Vehicles		1,538,528		1,538,528
Building		493,529		493,529
Furniture, fixtures and other		98,017		98,017

Property and equipment, gross		22,331,411		21,725,545

Less: accumulated depreciation		(12,619,594)		(11,262,193)

Property and equipment, net	$	9,711,817	$	10,463,352

Depreciation expense for the three months ended March 31, 2022 and 2021 was $1,357,401 and $1,418,401, respectively.

NOTE 6 – ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses as of March 31, 2022 and December 31, 2021 included the following:


	March 31, 2022		December 31, 2021
Payroll and payroll taxes payable	$	1,414,195	$	1,929,414
State and local tax payable		394,500		422,781
Interest payable		460,261		482,950
Accrued operational expenses		1,653,883		1,006,343
Accrued general and administrative expenses		100,300		178,561
Other		82,230		35,064

Total Accrued Expenses and Other Liabilities	$	4,105,369	$	4,055,113

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NOTE 7 – NOTES PAYABLE

Notes payable included the following as of March 31, 2022 and December 31, 2021:


	March 31,		December 31,
	2022		2021
Secured notes payable:

Secured note payable issued December 7, 2018 to a shareholder, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%	$	100,000	$	100,000

Secured note payable issued December 7, 2018 to a shareholder, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%.		100,000		100,000

Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance. Note is currently past due. If a default notice is received, the interest rate will be 14%.		100,000		100,000

Secured note payable issued on December 7, 2018 related to the acquisition of MWTS, bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023.		792,470		792,470

Secured note payable issued May 1, 2019 to a shareholder, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to March 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%.		100,000		100,000

Secured note payable issued June 17, 2019 to a shareholder, bearing interest of 10% per year, due June 30, 2020. Note is currently past due. If a default notice is received, the interest rate will be 14%.		80,000		80,000

Secured note payable with a related party issued February 27, 2020 in connection with the 5J acquisition, bearing interest of 10% per year, due February 1, 2023.		2,000,000		2,000,000

Various notes payable secured by equipment of 5J Trucking, LLC, bearing interest ranging from 5.32% to 5.5% maturing from January 2023 through March 2023.		267,509		343,723

Secured note payable with a related party issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023.		428,253		545,050

Secured promissory notes for Jake, SMG Industries, Inc, and 5J Trucking LLC, with Small Business Administration Economic Injury Disaster Loans, bearing interest 3.75% annually and matures in June, August, and September 2050.		390,000		390,000

Secured promissory note issued on June 20, 2020. The note is due and payable in thirty-six monthly installments of $45,585 commencing on July 20, 2020 and the final installment is due on July 1, 2023. Unamortized deferred financing costs associated with this agreement were $287,560 as of March 31, 2022.		998,388		1,071,821

Secured promissory note issued on January 27, 2022. The note is due on May 1, 2026 and secured by machinery and equipment owned by the Company. The Company paid an initial installment of $95,025, with monthly payments of approximately $15,275 per month beginning in June 2022 through maturity.		738,185		—

Secured promissory note with Amerisource, a related party, issued on September 7, 2021 in the amount of $12,740,000, bearing interest at 12%, maturing September 7, 2026. The Company is required to make monthly payments of interest only beginning October 1, 2021, with payments of principal and interest beginning in October 2022. On March 15, 2022, the Company entered into an agreement with Amerisource, to amend the Loan Agreement dated September 7, 2021, pursuant to which Amerisource agreed to increase the loan commitment to the Company from $12,740,000 to $16,740,000.		16,740,000		12,740,000
		22,834,805		18,363,064
Less discounts and deferred finance costs		(287,560)		(299,353)
Less current maturities		(3,696,887)		(3,527,960)

Long term secured notes payable, net of current maturities and discounts	$	18,850,358	$	14,535,751

On January 27, 2022, the Company issued a secured promissory note for $843,844, which includes precomputed interest of $147,818. The note is due on May 1, 2026 and secured by machinery and equipment owned by the Company. The Company paid an initial installment of $95,025 plus an additional $10,634 payment, with monthly payments of approximately $15,275 per month beginning in June 2022 through maturity.

On March 15, 2022, each of our 5J subsidiaries entered into an agreement with Amerisource Funding Inc. (“Amerisource”), our senior lender, to amend the Loan Agreement dated September 7, 2021, pursuant to which Amerisource agreed to increase the loan commitment to the 5J entities from $12,740,000 to $16,740,000. The Company received $4,000,000 of cash proceeds from this agreement.

The Company amortized total debt discount of $11,793 related to secured notes payable during the three months ended March 31, 2022.

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Notes Payable – Unsecured


	March 31,		December 31,
	2022		2021
Insurance premium financing note with original principal of $1,353,151, monthly payments of $138,285, with stated interest of 4.76%, maturing on December 1, 2022.	$	1,214,867	$	—

Insurance premium financing note with original principal of $1,487,202, monthly payments of $153,537, with stated interest of 6.99%, maturing on May 1, 2022.		297,400		743,576

Insurance premium financing note with original principal of $292,065, monthly payments of $7,793, with stated interest of 5.78%, maturing on February 14, 2022.		—		58,413

Unsecured note payable with a shareholder. Note issued on August 10, 2018 for $40,000, due December 30, 2018 (extended to June 30, 2020) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand. Note is currently past due. If a default notice is received, the interest rate will be 15%.		44,559		44,559

Unsecure advances from the sellers of MWTS, non-interest bearing and due on demand		35,000		35,000

Unsecured payable for settlement of lawsuit with an original settlement of $196,188, monthly payments of $6,822 for 24 months, with an interest rate of 6% and a default interest rate of 18%.		77,967		98,433

Unsecured note payable with a shareholder, a related party. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. During the three months ended March 31, 2022, an additional $895,025 was loaned by the shareholder, related party.		1,045,025		150,000

Unsecured note payable with a shareholder, a related party. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. On January 6, 2022, the shareholder, related party, loaned the Company an additional $100,000. This note is currently past due.		250,000		150,000

Unsecured note payable with a shareholder. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. On January 6, 2022, the shareholder, loaned the Company an additional $100,000. This note is currently past due.		250,000		150,000

Unsecured note payable with a shareholder, a related party. Note issued on February 14, 2022 for $134,073, due March 31, 2022 and 12% interest per year. This note is currently past due.		134,073		—

Notes payable - unsecured		3,348,891		1,429,981
Less discounts and deferred finance costs		—		(261,561)
Less current portion		(3,348,891)		(1,168,420)

Notes payable - unsecured, net of current portion	$	—	$	—

On January 6, 2022, Newton Dorsett, a member of our board of directors, loaned us $100,000 pursuant to a short term bridge note, that along with the initial loan to us in December 2021 of $150,000, totals $250,000. This bridge note matured on January 31, 2022, and pays a 12% per annum interest rate.

On January 6, 2022, Grey Fox Investments which is controlled by Brady Crosswell, a member of our board of directors, loaned us $100,000 pursuant to a short term bridge note, that along with the loan to us in December 2021 of $150,000, totals $250,000. This bridge note matured on January 31, 2022, and pays a 12% per annum interest rate

On January 7, 2022, Mr. Madden loaned us $100,000 pursuant to short term bridge note, that along with the initial loan to us in December 2021 of $150,000, totals $250,000. This bridge note matured on January 31, 2022 and pays a 12% per annum interest rate.

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On February 11, 2022, Mr. Madden loaned us $95,025 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Madden also received 142,538 shares issued in the first quarter 2022 as an equity incentive in connection with this note.

On February 14, 2022, Mr. Madden loaned us $250,000 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Madden also received 375,000 shares issued in the first quarter 2022 as an equity incentive in connection with this note.

On February 14, 2022, James Frye, a member of our board of directors, loaned us $134,073 pursuant to a short term bridge note that matures on March 31, 2022. Mr. Frye also received 201,110 shares issued in the first quarter 2022 as an equity incentive in connection with this note.

On March 3, 2022, Mr. Madden loaned us $450,000 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Madden also received 675,000 shares issued in the first quarter 2022 as an equity incentive in connection with this note.

The Company amortized total debt discount of $659,335 related to unsecured notes payable during the three months ended March 31, 2022.

Accounts Receivable Financing Facility (Secured Line of Credit)

On February 27, 2020, the 5J Entities entered into a Revolving Accounts Receivable Assignment and Term Loan Financing and Security Agreement with Amerisource Funding Inc. (“Amerisource”) in the aggregate amount of $10,000,000 (“Amerisource Financing”).The Amerisource Financing provides for: (i) an equipment loan in the principal amount of $1,401,559 (“Amerisource Equipment Loan”), (ii) a bridge term facility in the amount of $550,690 (“Bridge Facility”), and (iii) an accounts receivable revolving line of credit up to $10,000,000 (“AR Facility”). The Company recorded deferred financing costs of $223,558 recognized on the date of incurrence as a discount. During the three months ended March 31, 2022, $27,059 of debt discount was amortized to interest expense, and unamortized discount was $1,369 as of March 31, 2022. Amerisource is a related party of the Company due to its holdings of common stock and convertible debt of the Company and has an officer on the Board of Directors of the Company.

The AR Facility has been issued in an amount not to exceed $10,000,000, with the maximum availability limited to 90% of the eligible accounts receivable (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of the 5J Entities and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 4.5% in excess of the prime rate per annum, an initial collateral management fee of 0.75% of the maximum account limit per annum, a non-usage fee of 0.35% assessed on a quarterly basis on the difference between the maximum availability under the AR Facility and the average daily revolving loan balance outstanding, and a one-time commitment fee equal to $100,000 paid at closing. The AR Facility can be terminated by the 5J Entities with 60 days written notice. There is an early termination fee equal to two percent (2.0)% of the then maximum account limit if there are more than twelve (12) months remaining in term of the AR Facility, or one percent (1.0)% of the then maximum account limit if there twelve months or less remaining in the term of the AR Facility. The Company is a guarantor of the Amerisource Financing.

The balances under the above lines of credit were $9,676,648 and $9,468,759 as of March 31, 2022 and December 31, 2021, respectively.

Convertible Notes Payable

On February 27, 2020, the Company entered into a loan agreement with Amerisource Leasing Corporation, which has an equity ownership of 13.9% and is considered a related party, for the sale of a 10% convertible promissory note in the principal amount of $1,600,000 (“Amerisource Stretch Note”). The Amerisource Stretch Note matures on February 27, 2023 and is convertible into shares of the Company’s common stock at a conversion price of $0.25 per share. The interest rate on the Amerisource Stretch Note increases to 11% per annum on February 27, 2021 and to 12% per annum on February 27, 2022. Interest shall be paid on a quarterly basis. The Amerisource Stretch Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty. In addition, 2,498,736 shares of the Company’s common stock with a fair value of $419,788 were issued to the noteholder in connection with the sale of the Amerisource Note. The Company recorded deferred financing costs of $419,788 recognized on the date of incurrence as a discount and will be amortized over the life of the loan. During the three months ended March 31, 2022, $34,982 of debt discount was amortized to interest expense, and there was $116,608 of unamortized discount as of March 31, 2022. As of March 31, 2022 and December 31, 2021, the outstanding principal balance was $1,600,000.

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During the three months ended March 31, 2022, $798,845 of debt discount was amortized to interest expense, and there was $3,871,373 of unamortized discount as of March 31, 2022.

Of the $8,907,035 principal amount outstanding, $7,906,740 of the Convertible Notes are held by investors who are considered related parties, primarily existing debt holders.

As of March 31, 2022, the convertible notes, net balance was $5,035,662 which long term convertible notes payable of $1,591,690 and current portion of convertible notes of $3,443,972. As of December 31, 2021, the convertible notes, net balance was $4,236,817 which long term convertible notes payable of $2,620,145 and current portion of convertible notes of $1,616,672.

Future maturities of all the Company’s debt as of March 31, 2022 are as follows:


2022	$	20,604,868
2023		9,428,850
2024		3,831,511
2025		3,644,580
2026		7,046,990
Thereafter		211,951
Total	$	44,768,750

NOTE 8 – STOCKHOLDERS’ DEFICIT

During the three months ended March 31, 2022, the Company issued a total of 1,393,648 shares of common stock to two lenders in connection with unsecured notes payable. These shares had a fair value of $397,773 and were recorded as deferred finance costs.

NOTE 9 – STOCK OPTIONS AND WARRANTS

Summary stock option information is as follows:


		Aggregate				Weighted
	Aggregate	Exercise		Exercise		Average
	Number	Price		Price Range		Exercise Price
Outstanding, December 31, 2021	1,575,000	$	561,250	$	0.25-0.75	$	0.36
Granted	—		—		—		—
Exercised	—		—		—		—
Cancelled, forfeited or expired	(50,000)		(15,000)	$	0.30	$	0.30
Outstanding, March 31, 2022	1,525,000	$	546,250	$	0.25-0.75	$	0.36
Exercisable, March 31, 2022	1,186,111	$	444,583	$	0.25-0.75	$	0.37

The weighted average remaining contractual life is approximately 2.61 years for stock options outstanding on March 31, 2022. At March 31, 2022, there was no intrinsic value to the outstanding stock options.

Summary Stock warrant information is as follows:


		Aggregate				Weighted
	Aggregate	Exercise		Exercise		Average
	Number	Price		Price Range		Exercise Price
Outstanding, December 31, 2021	1,763,335	$	496,667	$	0.15-$0.75	$	0.28
Granted	—		—		—		—
Exercised	—		—		—		—
Cancelled, forfeited or expired	—		—		—		—
Outstanding, March 31, 2022	1,763,335	$	496,667	$	0.15 - 0.75	$	0.28
Exercisable, March 31, 2022	1,763,335	$	496,667	$	0.15 - 0.75	$	0.28

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The weighted average remaining contractual life is approximately 4.85 years for stock warrants outstanding on March 31, 2022. At March 31, 2022 the outstanding stock warrants had an aggregate intrinsic value of $16,750.

NOTE 10 – DISPOSITION OF BUSINESSES

Trinity Services LLC

In December 2020, management decided to sell or dissolve Trinity. All assets and liabilities of Trinity are classified as assets and liabilities of discontinued operations and included within net income (loss) from discontinued operations. All of Trinity’s equipment was sold in the year ended December 31, 2021 at auction through a third party auctioneer. All proceeds are being utilized to retire outstanding Trinity debt.

MG Cleaners LLC

On December 22, 2020, the Company, as the sole member of MG Cleaners LLC (“MG”), entered into a share exchange agreement (“Agreement”) with S&A Christian Investments L.L.C. (“S&A”) pursuant to which the Company transferred all of the membership interests of MG (“MG Interests”) to S&A in exchange for Stephen Christian, the control person of S&A, returning 1,408,276 shares of the Company’s common stock, par value $0.001 per share (“Exchanged Shares”) to the Company for cancellation, additional In connection with the sale of MG, Mr.Christian resigned as Executive Vice President and Secretary of the Company. The Company also agreed to pay $150,000 in cash to MG Cleaners, with $75,000 paid in December 2020. The remaining $75,000 was satisfied with a $40,000 sale of equipment and payment of $35,000 to MG Cleaners in February 2021.

The decision to sell Trinity assets and the MG sale agreement qualify as discontinued operations in accordance with U.S. GAAP, as each represents a significant strategic shift of the Company’s operations that will have a major effect on the Company’s operations. As a result, the Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 present the assets and liabilities of Trinity and MG as assets and liabilities of discontinued operations. The Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 present the results of Trinity and MG as Loss from discontinued operations. The Consolidated Statements of Cash Flows for the three months end March 31, 2022 and 2021 present operating, investing, and financing activities of Trinity and MG as cash flows from or used in discontinued operations.

The balance sheets of Trinity and MG combined are summarized below:


	March 31,		December 31,
	2022		2021
Cash and cash equivalents	$	—	$	11
Accounts receivable, net		17,011		17,011
Prepaid expenses and other current assets		424		424
Current assets of discontinued operations		17,435		17,446
Other assets		1,500		1,500
Other assets of discontinued operations		1,500		1,500
Total assets of discontinued operations	$	18,935	$	18,946
Accounts payable	$	242,111	$	400,659
Accrued expenses and other liabilities		252,624		187,624
Current liabilities of discontinued operations		494,735		588,283
Notes payable - secured, net of current portion		150,000		150,000
Notes payable - unsecured, net of current portion		207,969		231,746
Long term liabilities of discontinued operations		357,969		381,746
Total liabilities of discontinued operations	$	852,704	$	970,029

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The statements of operations of Trinity and MG combined are summarized below:


	Three months ended
	March 31,		March 31,
	2022		2021
Revenues	$	—	$	104,440
Cost of revenues		—		(173,542)
Selling, general and administrative		—		(141,699)
Loss from operations		—		(210,801)
Gain on extinguishment of debt		—		196,469
Other income (expense)		7,749		(2,913)
Interest expense, net		(2,861)		(39,210)
Net income (loss) from discontinued operations	$	4,888	$	(56,455)

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NOTE 11 – COMMITMENTS AND CONTINGENCIES

As of March 31, 2022, the Company has an open letter of credit in the amount of $414,638 as collateral for its insurance policy.

Litigation

During the year ended December 31, 2021, 5J Trucking LLC and James E. Frye entered into a settlement and release agreement with a third party equipment provider to settle outstanding claims by the provider. The Company agreed to pay a total of $196,188 to settle outstanding accounts payable, with $50,000 due upon execution and 24 monthly payments of $6,822. The Company recorded the liability as an unsecured note payable, as described in Note 7, which has a balance of $77,967 as of March 31, 2022.

From time to time, SMG may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against SMG are expected to have a material adverse effect on SMG’s financial position, results of operations or cash flows. SMG cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.

NOTE 12 – LEASES

The Company has operating and finance leases for sales and administrative offices, motor vehicles and certain machinery and equipment. The Company’s leases have remaining lease terms of 1 year to 4 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company’s lease agreements do not contain any material restrictive covenants.

The components of lease cost for operating leases for the three months ended March 31, 2022 and 2021 were as follows:


	Three months ended
	March 31, 2022		March 31, 2021
Operating lease cost	$	300,758	$	125,110
Short-term lease cost		151,021		56,598
Total lease cost	$	451,779	$	181,708

Supplemental cash flow information related to leases was as follows:

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021:


Lease Position	March 31, 2022		December 31, 2021
Operating Leases
Operating lease right-of-use assets	$	3,198,666	$	3,312,710
Right of use liability operating lease current portion	$	933,060	$	816,671
Right of use liability operating lease long term		2,458,598		2,545,950
Total operating lease liabilities	$	3,391,658	$	3,362,621

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The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.


Lease Term and Discount Rate	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (years)
Operating leases	3.5		3.7
Weighted-average discount rate
Operating leases	11.5	%	10.9	%

The following table provides the maturities of lease liabilities at March 31, 2022:


	Operating
	Leases
2022 (Nine months remaining)	$	1,057,362
2023		1,189,018
2024		952,872
2025		718,375
2026 and thereafter		232,764
Total future undiscounted lease payments		4,150,391
Less: Interest		(758,733)
Present value of lease liabilities	$	3,391,658

NOTE 13 – RELATED PARTY TRANSACTIONS

James E. Frye, who currently serves as a director on our Board and President of our 5J subsidiary and also owns or has control over 5J Properties LLC, an entity that is the lessor to three leases with the Company. These three leases located in Palestine, West Odessa and Floresville Texas all have similar five-year terms with options for renewal. The current monthly rent for these leases totals approximately $14,250. James Frye is an owner of a southwest based crane rental company that we use as a vendor and is a customer from time to time. During the three months ended March 31, 2022, we purchased $26,300 in rental services and have charged the crane company $25,427 that are included in our revenues.

During the three months ended March 31, 2022, the Company entered into unsecured notes with related parties totaling approximately $1,129,098 in principal. See Note 7.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

Unless otherwise indicated, the terms “SMG Industries,” “SMG,” the “Company,” “we,” “us,” and “our” refer to SMG Industries Inc. In this Quarterly Report on Form 10-Q, we may make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions and resources that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form10-Q contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this Quarterly Report, and they may also be made a part of this Quarterly Report by reference to other documents filed with the SEC, which is known as “incorporation by reference.”

The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intends,” “continue,” or similar terms or variations of those terms or the negative of those terms. All forward-looking statements are management’s present expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of SMG Industries Inc. Forward-looking statements are merely our current predictions of future events. Investors are cautioned that any such forward-looking statements are inherently uncertain, are not guaranties of future performance and involve risks and uncertainties. Actual results may differ materially from our predictions. There are a number of factors that could negatively affect our business and the value of our securities, including, but not limited to, fluctuations in the market price of our common stock; changes in our plans, strategies and intentions; changes in market valuations associated with our cash flows and operating results; the impact of significant acquisitions, dispositions and other similar transactions; our ability to attract and retain key employees; changes in financial estimates or recommendations by securities analysts; asset impairments; decreased liquidity in the capital markets; and changes in interest rates. Such factors could materially affect our Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to our Company. Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor is there any assurance that we have identified all possible issues that we might face.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report on Form 10-Q or in any document incorporated by reference might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of the document incorporated by reference in this Quarterly Report on Form 10-Q, as applicable. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as may be required by applicable law. All subsequent forward-looking statements attributable to the Company or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We urge readers to carefully review and consider the various disclosures we make in this report and our other reports filed with the SEC that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business including the risk factors included herein under Item 1A “Risk Factors.” in our Annual Report on Form 10-K.

Overview

We are a growth-oriented Transportation Services company focused on the domestic logistics market. Our primary business objective is to grow our operations and create value for our stockholders through organic growth and strategic acquisitions. We have implemented a Buy & Build growth strategy of acquiring middle market transportation companies and generating organic growth post-acquisition when possible, by removing business constraints and strategic cross-selling of services benefiting us with higher equipment utilization and market share. We believe our business focus and equipment fleet position us to be significant participant in the domestic United States infrastructure market.

Our wholly-owned operating subsidiaries are:

●

5J Trucking LLC

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●

5J Oilfield Services LLC

●

5J Specialized LLC

●

5J Transportation LLC

●

5J Logistics Services LLC

Together these business units are referred to as the “5J Transportation Group”.

Our operating subsidiaries provide a range of transportation services such as:

●

Transporting infrastructure components including bridge beams and power generation transformers

●

Transporting wind energy components

●

Heavy haul of production equipment, heat exchangers, coolers, construction equipment, refinery components

●

Super heavy haul over-dimensional permit-required loads up to 500 thousand pounds for engineered projects

●

Transportation of midstream compressors

●

Flatbed freight

●

Crane services used to set equipment on compressor stations, pipeline infrastructure and load drilling rig components

●

Drilling rig relocation for drilling contractors and oil and gas operators

●

Freight brokerage

In connection with our focus to expand our transportation services business and exit certain up-stream oil and gas industrial-related businesses, the financial results of the following business have been classified as discontinued operations on our consolidated financial statements:

●

MG Cleaners LLC. The Company sold this business in December 2020

●

Trinity Services LLC

We are headquartered in Houston, Texas with facilities in Floresville, Hempstead, Henderson, Houston, Odessa, Palestine, Victoria, Texas and Fort Mill, South Carolina . Our web site is www.SMGIndustries.com.

Acquisition, divestiture and wind-down of businesses

On February 27, 2020, we acquired one hundred percent of the membership interests of each of 5J Oilfield Services LLC (“5J Oilfield”) and 5J Trucking LLC (“5J Trucking”), combined referred to as “5J”. The aggregate purchase price of 5J was $12.7 million, consisting of a combination of cash, notes and Series B Convertible Preferred Stock.

In December 2020 we sold MG Cleaners LLC (“MG”), an O&G drilling rig cleaning company. The results of operations of MG are reflected in the Consolidated Statements of Operations for the year ended December 31, 2020 as “net loss from discontinued operations”.

In December 2020, the Company decided to cease the operations of Trinity Services LLC (“Trinity”), an O&G drilling pad dirt construction company. The assets and operations of Trinity are reflected on the December 31, 2021 and 2020 Consolidated Balance Sheets as “assets or liabilities of discontinued operations” and the results of operations are reflected in the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 as “net loss from discontinued operations”.

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In the second quarter of 2021 we formed 5J Transportation LLC in connection with leasing the East Houston terminal operations for our flatbed services. In the first quarter of 2021, we formed 5J Brokerage LLC, which was renamed 5J Logistics Services LLC during the fourth quarter of 2021, our transportation brokerage business, in connection with offering those services.

All of our 5J subsidiaries are referred to as the 5J Transportation Group.

Recent Accounting Pronouncements

Critical Accounting Policies and Estimates

The preparation for financial statements and related disclosures in conformity with United States generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. For a description of our significant accounting policies, see the Company’s audited financial statements for the year ended December 31, 2021, included in the Company’s Form 10-K as filed with the SEC on April 15, 2022. Of these policies, the following are considered critical to an understanding of the Company’s condensed financial statements as they require the application of the most difficult, subjective and complex judgments: (1) Use of Estimates, (2) Share-Based Payment Arrangements, and (3) Income Taxes. Management will base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

Results of Operations

Comparison of the Three Months Ended March 31, 2022 and 2021

The following table sets forth the results of our operations for the three months ended March 31, 2022 and 2021.


	Three months ended March 31,
	2022		2021
Sales	$	16,181,053	$	7,602,328
Cost of goods sold		(14,725,105)		(8,700,508)
Gross profit (loss)		1,455,948		(1,098,180)
Operating expenses		(2,463,881)		(1,512,400)
Loss from operations		(1,007,933)		(2,610,580)
Other expense		(2,628,085)		(1,197,988)
Loss from continuing operations		(3,636,018)		(3,808,568)
Income (loss) from discontinued operations		4,888		(56,455)
Net loss	$	(3,631,130)	$	(3,865,023)

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

The Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 present the assets and liabilities of MG and Trinity as discontinued operations. The Consolidated Statements of Operations for the quarters ended March 31, 2022 and 2021 present the results of MG and Trinity as Net loss from discontinued operations. The Consolidated Statements of Cash Flows for the quarters ended March 31, 2022 and 2021 present operating, investing and financing activities of MG and Trinity as cash flows from or used in discontinued operations.

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Sales for the quarter ended March 31, 2022 increased to $16,181,053, an increase of 112.8% from $7,602,328 for the quarter March 31, 2021. The increase in sales in the first quarter of 2022 was primarily driven by increased revenues in our industrial transportation segment from higher customer activity transporting drilling rigs, and in our heavy haul business transporting bridge beams, over-dimensional infrastructure items and large natural gas compressors. Our increase in revenues was also attributable to the new contribution of revenues from our 5J Transportation flatbed and 5J Logistics brokerage division, not present in the comparable period in 2021 along with the general improvement in the domestic United States economy from COVID-19 pandemic.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2022, was $14,725,105, compared to $8,700,508 for the same period of 2021. As a percentage of overall sales, the cost of goods sold was 91% during the three months ended March 31, 2022, compared to 114.4% for the same fiscal period a year ago. The percentage increase in cost of goods sold includes $1,357,401 in non-cash depreciation charges. Additionally, driver payroll and settlements and fuel costs were $8,836,068 and $1,233,786, respectively. We currently believe the Company will improve cost of sales as a percentage of sales through increased revenues covering more fixed costs within cost of sales and higher utilization of our existing equipment fleet through anticipated future increases in customer demand.

Gross Profit (Loss)

Gross profit for the three months ended March 31, 2022, was $1,455,948, compared to a gross loss of $1,098,180 for the same period of 2021. Our gross loss margin was 9.0% during the three months ended March 31, 2022, compared to -14.4% for the same fiscal period a year ago. The improvement in gross loss margin is due to higher volumes of revenues and more favorable pricing as compared to the first quarter 2021 results.

Operating Expenses


	Three months ended March 31,
	2022		2021
Operating expenses:
General and administrative	$	2,463,881	$	1,512,400
Operating expenses	$	2,463,881	$	1,512,400

Our operating expenses for the fiscal period consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $2,463,881 in the three months ended March 31, 2022, compared to $1,512,400 in the same period of 2021, representing an increase in operating expenses of $951,481, or 62.9%, from the three months ended March 31, 2021. The increase in operating expenses was primarily attributable to higher wage expense from additional managerial personnel added during the period for our newer divisions of Logistics brokerage and heavy haul division as well as general corporate expenses.

Loss From Operations

As a result of the preceding, our loss from operations was $1,007,933 during the three months ended March 31, 2022, compared with $2,610,580 for the same period of 2021. This $1,602,647, or 61.4%, improvement in our loss from operations was primarily attributable to gross margin improvement and higher revenues reducing our gross loss in the first quarter 2022 compared to the year ago period.

Net Loss From Continuing Operations

The result was that our net loss from continuing operations was $3,636,018 during the three months ended March 31, 2022, compared with $3,808,568 for the same period of 2021. This $172,550, or 4.5%, decrease in our net loss from continuing operations was primarily attributable to higher operating expenses and certain non-cash and one time charges partially offset by improved cost of sales for the first quarter 2022 compared to the comparable period in 2021.

Liquidity and Capital Resources

Our cash flows from operations are primarily funded through our financing activities, including our accounts receivable line of credit facility, notes and loans, stock sales, issuing our stock for services and various leases. Currently, we believe we will need to continue to utilize lines of credit, borrowings, and stock sales to sufficiently sustain our current level of operations for the next 12

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months. At present, we believe the industry and general domestic economic activity has realized improvement relative to the period one year ago as commodity prices have risen generating higher customer activity in our industrial division, as well as economic improvement from reduced COVID-19 pandemic prevalence in the markets we operate. These economic improvements, currently anticipated by the Company are partially offset by believed inflationary pressures such as higher fuel prices. We likely will require additional capital to maintain or expand operations. Additionally, we believe any material acquisition of another operating company would require additional outside capital consisting of debt or equity. Failure to secure additional funds could significantly hamper our ongoing operations particularly if a down cycle in our industry continues further. As the business cycle improves, and the pandemic dissipates in the markets we serve, we plan to improve our cash flows provided in operating activities by focusing on increasing sales by increasing utilization of the assets we have acquired and offering higher value services that receive higher gross margins. However, there can be no assurances given of industry improvement, pandemic relief or improved cash flows of our business.

Historically, we have funded our capital expenditures internally through cash flow, leasing, and financing arrangements. We intend to continue to fund future capital expenditures through cash flow, as well as through capital available to us pursuant to our line of credit, capital from the sale of our equity securities and through commercial leasing and financing programs.

On September 7, 2021, 5J Trucking, 5J Oilfield, 5J Transportation, 5J Brokerage and 5J Specialized LLC (the “5J Entities”) entered into a loan agreement (“Loan Agreement”) and security agreement (“Security Agreement”) with Amerisource Funding Inc. (“Amerisource”) in the total amount of $12,740,000. Pursuant to the terms of the Loan Agreement, the 5J Entities will pay interest only on a monthly basis through October 1, 2022 and principal and interest thereafter over the remaining term through September 7, 2026. The Note bears interest at a rate of 12.0% per annum and may be prepaid early at any time without penalty. The 5J Entities will also pay an annual collateral management fee to Amerisource in the amount of 0.40% of the total loan amount payable at the closing and each anniversary during the term of the note. Amerisource is a related party of the Company due to its holdings of common stock and convertible debt of the Company and has an officer on the Board of Directors of the Company.

Pursuant to the terms of the Security Agreement, the 5J Entities granted a security interest in all of their assets to Amerisource as collateral for the repayment of the Amerisource loan.

In connection with the Loan Agreement, the Company, the parent company of each of the 5J Entities, entered into a pledge agreement pursuant to which the Company has granted a security interest in all of its assets to Amerisource and a guaranty agreement pursuant to which the Company has guaranteed the timely payment of all amounts due under the Loan Agreement. The Loan Agreement includes customary covenants, including a negative convent that the 5J Entities may not create or permit for any lien to exist on the collateral nor enter into any new debt agreement.

The proceeds from the issuance of the Note were used to pay down the outstanding balance owed to Utica Leaseco LLC (“Utica”) pursuant to a Second Forbearance Agreement entered into by and between 5J Trucking and 5J Oilfield with Utica on September 7, 2021 (“Forbearance Agreement”). The Utica agreement was paid in full through the Amerisource Loan Agreement in November 2021.

The Amerisource Financing provides for: (i) an equipment loan in the principal amount of $1,401,559 (“Amerisource Equipment Loan”), (ii) a bridge term facility in the amount of $550,690 (“Bridge Facility”), and (iii) an accounts receivable revolving line of credit up to $10,000,000 (“AR Facility”).

The AR Facility has been issued in an amount not to exceed $10,000,000, with the maximum availability limited to 90% of the eligible accounts receivable (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of the 5J Entities and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 4.5% in excess of the prime rate per annum, an initial collateral management fee of 0.75% of the maximum account limit per annum, a non-usage fee of 0.35% assessed on a quarterly basis on the difference between the maximum availability under the AR Facility and the average daily revolving loan balance outstanding, and a one time commitment fee equal to $100,000 paid at closing. The AR Facility can be terminated by the 5J Entities with 60 days written notice. There is an early termination fee equal to two percent (2.0%) of the then maximum account limit if there are more than twelve (12) months remaining in term of the AR Facility, or one percent (1.0%) of

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the then maximum account limit if there twelve months or less remaining in the term of the AR Facility. The Company is a guarantor of the Amerisource Financing.

The Amerisource Equipment Loan in the amount of $1,401,559 is secured by certain equipment pledged as collateral, has a term of thirty-six (36) months during which the 5J Entities shall make equal monthly payments of principal and interest, bears an interest rate of prime rate plus five and one-quarter percent (5.25%) and an origination fee equal to one and one-half percent (1.5%) of the loan amount.

On February 27, 2020, the Company entered into a loan agreement with Amerisource Leasing Corporation for the sale of a 10% convertible promissory note in the principal amount of $1,600,000 (“Amerisource Note”) to Amerisource (“Amerisource Loan Agreement”). The Amerisource Note matures on February 27, 2023 and is convertible into shares of the Company’s common stock at a conversion price of $0.25 per share. The interest rate on the Amerisource Note increases to 11% per annum on February 27, 2021 and to 12% per annum on February 27, 2022. Interest shall be paid on a quarterly basis. In addition, 2,498,736 shares of the Company’s common stock were issued to the noteholder in connection with the sale of the Amerisource Note. The Amerisource Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty.

During the year ended December 31, 2021, we sold an aggregate of $5,287,740 principal amount of convertible promissory notes and issued 7,931,612 shares of restricted common stock in connection therewith.

We had net working capital deficit of $9,959,137, as of March 31, 2022, compared to a deficit of $10,295,788 as of December 31, 2021.

Cash Flows

The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2022 and 2021:


	Three months ended March 31,
	2022		2021
Cash provided by (used in):
Operating activities from continuing operations	$	(2,166,931)	$	(1,585,823)
Operating activities from discontinued operations		—		530,013
Operating activities		(2,166,931)		(1,055,810)

Investing activities from continuing operations		(37,022)		(35,000)
Investing activities from discontinued operations		—		—
Investing activities		(37,022)		(35,000)

Financing activities from continuing operations		4,374,485		1,331,787
Financing activities from discontinued operations		—		(150,173)
Financing activities	$	4,374,485	$	1,181,614

Operating Activities

Net cash used in operating activities was $2,166,931 for the three months ended March 31, 2022, an increase of $1,111,121, or 105.2%, from cash used in operating activities of $1,055,810 during the same period of 2021, including $0 and $530,013 of cash flows provided by discontinued operations, respectively.

For the three months ended March 31, 2022, net cash used in continuing operating activities of $2,166,931 consisted of net loss of $3,636,018, which included non-cash costs of depreciation and amortization of $1,357,401, amortization of deferred financing costs of $1,497,032 and bad debt expense of $153,801. Changes in working capital accounts included changes in accounts receivable of $1,023,905, other assets of $598,625 and accounts payable of $1,656,889, partially offset by changes in prepaid expenses and other current assets of $1,484,614.

For the quarter ended March 31, 2021, net cash used in continuing operating activities of $1,585,823 consisted of net loss from continuing operations of $3,808,568, plus $1,706,170 of non-cash items, consisting primarily of depreciation and amortization of

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$1,418,401, amortization of deferred financing costs of $245,722 and amortization of right of use assets – operating leases of $88,589, less $516,575 changes in operating assets and other operating activities.

Investing Activities

Net cash used in investing activities was $37,022 for the three months ended March 31, 2022, compared to $35,000 for the three months ended March 31, 2021.

For the three months ended March 31, 2022, net cash used in investing activities consisted of $37,022 of fixed asset additions. For the quarter ended March 31, 2021, net cash used in investing activities consisted of $35,000 paid to the buyer of MG Cleaners.

Financing Activities

Net cash provided by financing activities was $4,374,485 for the three months ended March 31, 2022, compared to $1,181,614 for the three months ended March 31, 2021, including $0 and $150,173 of cash used in related to discontinued operations, respectively.

For the three months ended March 31, 2022, net cash provided by financing activities consisted of proceeds from notes payable of $5,229,098, net proceeds from secured line of credit of $180,830, partially offset by repayment of notes payable of $1,035,443.

For the three months ended March 31, 2021, net cash provided by financing activities consisted of net proceeds from notes payable of $1,874,002 and proceeds from convertible notes payable of $150,000, offset by payments on notes payable of $338,001 and net payments on secured lines of credit of $354,214.

Off-Balance-Sheet Transactions

As of March 31, 2022, the Company has an open letter of credit in the amount of $414,638 as collateral for its insurance policy.

Contractual Commitments

None

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, at March 31, 2022, such disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Chief Financial Officer has concluded, based on his evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

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Changes in Internal Control over Financial Reporting: There have been no changes in our internal controls over financial reporting that occurred during the three month period ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 14, 2022, James Frye, a member of our board of directors, loaned us $134,073 pursuant to a short term bridge note that matured on March 31, 2022. Mr. Frye also received 201,110 shares issued in the first quarter 2022 as an equity incentive in connection with this note.

On March 3, 2022, Mr. Madden loaned us $450,000 pursuant to a short term bridge note that matures on March 31, 2022. Mr. Madden also received 675,000 shares issued in the first quarter 2022 as an equity incentive in connection with this note.

The proceeds from the notes were used by the Company in its operations for working capital and general corporate purposes.

The shares of common stock issued in connection with the note issuances described above are restricted securities and were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.		Description of Document
31.1	*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2	*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1	*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).

32.2	*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).

101.	INS	XBRL Instance Document - the instance document does not appear in the Interative Data File because its XBRL tags are embedded within the Inline XBRL document.

101.	SCH	XBRL Taxonomy Extension Schema Document

101.	CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.	DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.	LAB	XBRL Taxonomy Extension Label Linkbase Document

101.	PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104		Cover page Interative Data File - The cover page interactive date file does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*	A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SMG Industries Inc.
		(Registrant)

May 16, 2022		/s/ Matthew C. Flemming
Date		Matthew C. Flemming
		Interim Chief Executive Officer and Interim Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)