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Notes Payable
12 Months Ended
Dec. 31, 2014
Notes to Financial Statements  
7. Notes Payable

On January 15, 2013, the Company failed to make required payments aggregating $2,000,000 in principal and approximately $193,000 of accrued interest due on certain note agreements dated September 2, 2011.  Accordingly, the Company was in default of its obligations under the loan documents.   On February 1, 2013, the Company repaid the notes with an outstanding principal balance of $2,000,000 plus outstanding accrued interest of $199,260. The Company recorded amortization of debt discount associated with the notes payable of $44,363 for the year ended December 31, 2013, using the effective interest method.

 

The Company is a party to a Loan and Security Agreement (the “Loan Agreement”) with a lender (the "Lender"). Under the terms of the Loan Agreement, the Company borrowed an aggregate of $750,000 from the Lender (the “Loan”), including $150,000 and $600,000 during the years ended December 31, 2014 and 2013, respectively.  The Loan is evidenced by a promissory note (the “Senior Note”) in the face amount of $750,000 (as amended).  The Senior Note bears interest on the unpaid principal balance of the Note until the full amount of principal has been paid at a floating rate equal to the Prime Rate plus four and one-quarter percent (4.25%) per annum (7.50% as of December 31, 2014).  Under the terms of the Loan Agreement, the Company has agreed to make monthly payments of accrued interest on the first day of every month. The principal amount and all unpaid accrued interest on the Senior Note is payable on March 1, 2015, or earlier in the event of default or a sale or liquidation of the Company.  See Note 14.  The Loan may be prepaid in whole or in part at any time by the Company without penalty.   The Senior Note contains financial covenants which require the Company to meet certain minimum targets for earnings before interest, taxes and non-cash expenses, including depreciation, amortization and stock-based compensation (“EBITDAS”).

 

In connection with the Loan Agreement, the Company granted the Lender five-year warrants to purchase an aggregate of 1,125,000 shares of Common Stock at an exercise price of $0.35 per share, of which 225,000 and 900,000 warrants were issued during the years ended December 31, 2014 and 2013, respectively.  The warrants contain customary anti-dilution provisions. The warrants had an aggregate relative fair value of $402,500, of which $36,000 and $366,500 were recorded as debt discounts during the years ended December 31, 2014 and 2013, respectively, and will be amortized using the effective interest method over the term of the Senior Note.  The Company amortized $229,231 and $130,235 of the debt discount as interest expense during the years ended December 31, 2014 and 2013, respectively.  As of December 31, 2014 and 2013, the remaining unamoritized debt discount was $43,034 and $236,265, respectively.  Including the value of warrants issued in connection with Senior Note and subsequent amendments, the Senior Note had an effective interest rate of 40% per annum.
 

The Company granted the Lender a first, priority security interest in all of the Company’s assets, in order to secure the Company’s obligation to repay the Loan, including a Deposit Account Control Agreement, which grants the Lender a security interest in certain bank accounts.  The Loan Agreement contains customary negative covenants restricting the Company’s ability to take certain actions without the Lender’s consent, including incurring additional indebtedness, transferring or encumbering assets, paying dividends or making certain other payments, and acquiring other businesses. Upon the occurrence of an event of default, the Lender has the right to impose interest at a rate equal to five percent (5.0%) per annum above the otherwise applicable interest rate (the “Default Rate”). The repayment of the Loan may be accelerated prior to the maturity date upon certain specified events of default, including failure to pay, bankruptcy, breach of covenant, and breach of representations and warranties.

 

On March 13, 2013, the Company converted an advance from a related party of $40,000 to a notes payable with a maturity date of December 31, 2013.  The principal balance of the note is due at maturity, with no interest.  The Company made principal payments of $5,000 and $4,000 during the years ended December 31, 2014 and 2013, respectively.  The Company is in discussions with the related party to implement a repayment plan.  Imputed interest expense on this note was de minimis.

 

On August 15, 2013, a related party advanced $56,000 to the Company. Subsequently, $7,000 of that advance was repaid to the related party and the Company issued a promissory note for the principal balance of $49,000 (the “Original Note”). The Original Note bears interest at a rate of 10% per annum. The Original Note had a maturity date of November 7, 2013. Through November 21, 2013, the Company repaid $6,905 of the principal of the Original Note and a replacement note was issued for the remaining principal balance of $42,095 (the “Replacement Note”). The Replacement Note waives any existing default under the Original Note and had a maturity date of May 31, 2014. All other terms of the Replacement Note and Original Note are the same.  Interest expense on this note was $3,252 and $1,366 during the years ended December 31, 2014 and 2013, respectively.  The Company is in discussions with the related party to negotiate a repayment plan.

 

On October 30, 2013, the Company issued a note payable with a principal amount of $100,000 to a lender. The note bears interest on the unpaid principal balance until the full amount of principal has been paid at a floating rate equal to the Prime Rate plus four and one-quarter percent (4.25%) per annum (as of  December 31, 2014, the Prime Rate was 3.25% per annum). Under the terms of the note, the Company has agreed to make monthly payments of accrued interest on the first day of every month, beginning on December 1, 2013. The principal amount and all unpaid accrued interest is payable on November 1, 2015 but the Company’s obligations are unsecured and are subordinate to its obligations pursuant to the Senior Note described above. The Loan may be prepaid in whole or in part at any time by the Company without penalty. In consideration of the note payable, the Company issued to the lender a five-year warrant to purchase 150,000 shares of Common Stock at an exercise price of $0.35 per share. The warrant contains customary anti-dilution provisions. The warrant had a relative fair value of $36,800 that the Company has recorded as a debt discount which will be amortized using the effective interest method over the term of the October Note. The Company amortized $18,400 and $3,067 of the debt discount as interest expense during the years ended December 31, 2014 and 2013, respectively.  As of December 31, 2014 and 2013, the remaining unamortized debt discount was $15,333 and $33,733, respectively.  Including the value of the warrant, the note had an effective interest rate of 26% per annum