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5. NOTES PAYABLE AND CONVERTIBLE NOTES
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
5. NOTES PAYABLE AND CONVERTIBLE NOTES

 

The Company issued two promissory notes to related parties during the year ended December 31, 2014. These notes totaled $125,000 and are generally convertible into common stock of the Company at discounts of 10 % to 20% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bears interest at 10% to 12%, are unsecured, and matures within one year of the date issued. The notes were issued to provide working capital for the Company.  These notes are considered a stock settled debt in accordance with ASC 480 since any future stock issued upon conversion will have a fixed monetary value.  Due to the conversion feature included in the notes, the Company has recorded a premium on the notes totaling $31,250 as of December 31, 2014.  This amount has been charged  to interest expense by the Company.

 

In previous periods the Company issued two other notes to other related parties. These notes totaled $110,000 and are generally convertible into common stock of the Company at discounts of 10% to 20% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date.  These notes bear interest at 10% to 12%, are unsecured, and mature within one year of the date issued. The notes were issued to provide working capital for the Company.   These notes are considered a stock settled debt in accordance with ASC 480 since any future stock issued upon conversion will have a fixed monetary value.  Due to the conversion feature included in the notes, the Company has recorded a premium on the notes totaling $35,833 as of December 31, 2014.  This amount has been charged to interest expense by the Company.

 

At December 31, 2014 the Company had $302,083 in convertible notes to related parties which includes $67,083 in put premiums.

 

At December 31, 2014 the Company had a short term, non-interest bearing note payable of $150,000 which was incurred in connection with the Membership Interest Purchase Agreement discussed above.  The Company also had a loan from Here to Serve Holding Corp. due to expenses paid by Here to Serve on behalf of the Company prior to the recapitalization. This loan totaled $376,585 bringing total notes payable to $526,585.

 

At December 31, 2014, Here To Serve – Missouri Waste Division, LLC, a subsidiary of the Company, had $10,183,333 in Debt, of which $1,357,143 is current and $8,826,190 is long term.  $1,475,000 were notes Payable to the Sellers of Meridian as subordinated debt and $8,708,333 in Long Term Debt payable to Comerica Bank, the Company’s Senior Lender.  At close, the notes payable to the sellers were five-year term subordinated debt loans paying interest at 8%.  The Company’s Senior Secured Loan has an interest rate LIBOR plus 4.25% with a  two-year term based on a seven-year amortization schedule.  In addition, the Company has a working capital line of credit of $1,250,000 at 4.75% of which the Company has drawn down $1,085,160 as of December 31, 2014.  Finally, there is CAPEX line of credit of $750,000, of which the Company has drawn down $590,000 as of December 31, 2014; again at 4.75% interest.

 

The Company sometimes borrow at variable rates and uses interest rate swaps as cash flow hedges of future interest payments, which have the economic effect of converting borrowings from floating rates to fixed rates.  The interest rate swaps allow the Company to raise long-term borrowings at floating rates and swap them into fixed rates that are lower than those available if it borrowed at fixed rates directly.  Under the interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

 

At December 31, 2014, the Company has $5,634,146 of non-amortizing variable rate debt outstanding with interest payments due on a monthly basis.  The note accrues interest at the 1-month LIBOR plus 4.25%.  In order to hedge interest rate risk, the Company entered into an interest rate swap for a notional amount of $5,634,146 at fixed rate of 4.75%.  Under the swap agreement, the Company pays the fixed rate on the $5,634,146 notional amount on a monthly basis, and receives the 1-month LIBOR plus 4.25% on a monthly basis.  Payments are settled on a net basis, and the Company has effectively converted its variable-rate debt into fixed-rate debt with an effective interest rate of 4.75%.  As of December 31, 2013, the net settlement amount of the interest rate swap was $40,958.

 

At December 31, 2013, Meridian Waste Services, LLC (Predecessor) had $3,202,807 in Debt, of which $1,211,299 was current and $1,991,508 was long term.  This debt was comprised of various notes with maturity dates between one and three years and bearing interest between 4% and 6%.  All of this Predecessor debt was paid as a result of the acquisition described in Note 1 above.