6. NOTES PAYABLE, LONG-TERM DEBT AND CAPITAL LEASES | 3 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
NOTE 9 - NOTES PAYABLE, LONG-TERM DEBT AND CAPITAL LEASES | ' |
Notes payable, long-term debts and capital leases consist of the following as of March 31, 2014 (in thousands): |
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| | Terms | | Maturity Date | | Interest Rate | | Gross Balance | | | Debt Discount | | | Balance | |
Banc leasing, Inc. | | $10,660 / Month including interest | | 15-Jan | | 11.62% | | $ | 101 | | | $ | – | | | $ | 101 | |
Advantage leasing associates | | $8,269 / Month including interest | | Various | | Various | | | 93 | | | | – | | | | 93 | |
Legacy laser services Dallas, LLC | | $9,947 / Month including interest | | 16-May | | 42.00% | | | 170 | | | | – | | | | 170 | |
MP Nexlevel LLC | | $7,043 / Month including interest | | 14-May | | 10.00% | | | 14 | | | | – | | | | 14 | |
Tonaquint | | $950,400 / Lump sum payment including interest | | Immediately due and payable | | 12.00% | | | 764 | | | | – | | | | 764 | |
JMJ Financial | | $330,000 / Lump sum payment including interest | | 14-Mar | | 12.00% | | | 204 | | | | 92 | | | | 112 | |
Vista capital | | $72,600 / Lump sum payment including interest | | Immediately due and payable | | 12.00% | | | 64 | | | | – | | | | 64 | |
Willow creek capital | | $293,040 / Lump sum payment including interest | | Immediately due and payable | | 12.00% | | | 202 | | | | – | | | | 202 | |
TCA global line of credit | | $139,523 / Month including interest | | 14-Jul | | 12.00% | | | 1,136 | | | | 102 | | | | 1,034 | |
Group 10 | | $157,500 / Month including interest | | 14-Jul | | 12.00% | | | 157 | | | | 128 | | | | 29 | |
Investor financing | | $495,000 / Lump sum payment including interest | | 14-Apr | | 12.00% | | | 523 | | | | – | | | | 523 | |
Premium assignment | | $2,063 / Month including interest | | 14-Sep | | 5.68% | | | 12 | | | | – | | | | 12 | |
Dakota capital equipment financing | | $178,031 / Quarterly including interest | | 16-Mar | | 12.00% | | | 1,519 | | | | 16 | | | | 1,503 | |
E-bond investor notes | | 3 years/ Semiannual interest (See below) | | Various | | 7.50% | | | 311 | | | | 164 | | | | 147 | |
Line of credit | | 2 years/ Quarterly interest (See below) | | 16-Dec | | 3.00% | | | 4,514 | | | | – | | | | 4,514 | |
Total debt | | | | | | | | $ | 9,784 | | | $ | 502 | | | | 9,282 | |
Less current maturities | | | | | | | | | | | | | | | | | (3,853 | ) |
Long-term debt | | | | | | | | | | | | | | | | $ | 5,429 | |
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Notes payable, long-term debts and capital leases consist of the following as of December 31, 2013 (in thousands): |
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| | Terms | | Maturity Date | | Interest Rate | | Gross Balance | | | Debt Discount | | | Balance | |
Banc leasing, Inc. | | $10,660 / Month including interest | | 15-Jan | | 11.62% | | $ | 130 | | | $ | – | | | $ | 130 | |
Advantage leasing associates | | $8,269 / Month including interest | | Various | | Various | | | 115 | | | | – | | | | 115 | |
Legacy laser services Dallas, LLC | | $9,947 / Month including interest | | 16-May | | 42.00% | | | 181 | | | | – | | | | 181 | |
MP Nexlevel LLC | | $7,043 / Month including interest | | 14-May | | 10.00% | | | 34 | | | | – | | | | 34 | |
Tonaquint | | $950,400 / Lump sum payment including interest | | Immediately due and payable | | 12.00% | | | 793 | | | | – | | | | 793 | |
JMJ Financial | | $330,000 / Lump sum payment including interest | | 14-Mar | | 12.00% | | | 232 | | | | 174 | | | | 58 | |
Vista capital | | $72,600 / Lump sum payment including interest | | Immediately due and payable | | 12.00% | | | 51 | | | | – | | | | 51 | |
Willow creek capital | | $293,040 / Lump sum payment including interest | | Immediately due and payable | | 12.00% | | | 228 | | | | – | | | | 228 | |
TCA global line of credit | | $139,523 / Month including interest | | 14-Jul | | 12.00% | | | 1,019 | | | | 104 | | | | 915 | |
Group 10 | | $157,500 / Month including interest | | 14-Jul | | 12.00% | | | 157 | | | | 143 | | | | 14 | |
Investor financing | | $495,000 / Lump sum payment including interest | | 14-Apr | | 12.00% | | | 473 | | | | – | | | | 473 | |
Premium assignment | | $2,063 / Month including interest | | 14-Sep | | 5.68% | | | 18 | | | | – | | | | 18 | |
Dakota capital equipment financing | | $178,031 / Quarterly including interest | | 16-Mar | | 12.00% | | | 1,519 | | | | 25 | | | | 1,494 | |
E-bond investor notes | | 3 years/ Semiannual interest (See below) | | Various | | 7.50% | | | 311 | | | | 182 | | | | 129 | |
Line of credit | | 2 years/ Quarterly interest (See below) | | 16-Dec | | 3.00% | | | 4,281 | | | | – | | | | 4,281 | |
Total debt | | | | | | | | $ | 9,542 | | | $ | 628 | | | | 8,914 | |
Less current maturities | | | | | | | | | | | | | | | | | (3,435 | ) |
Long-term debt | | | | | | | | | | | | | | | | $ | 5,479 | |
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Line of Credit |
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In December 2013, the maturity date of the $12.0 million unsecured revolving credit facility with Angus Capital Partners, a related party, was extended from December 31, 2015 to December 31, 2017. The Company also renegotiated the interest rate from 12% per annum to 3% per annum retroactive to January 1, 2013. The Company in consideration has accepted the return and cancellation of 36,784 common shares (post-split) of Company common stock issued for the Line of Credit conversions during 2013. The Company has accordingly reversed the payment of principal and interest of $2,158,000 in December 2013 and subsequently received the canceled shares in February 2014. The terms of the unsecured revolving credit facility allow the Company to draw upon the facility as financing requirements dictate and provide for quarterly interest payments at a 3% rate per annum. The payment of principal may be paid in cash, common shares or preferred shares at the Lender’s election. The payment of interest may only be paid in cash. At March 31, 2014, the outstanding balance on the line of credit totaled $4,514,000 leaving a remaining line of credit available of $7,486,000. |
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During the three months ended March 31, 2014, the Company issued 105,000 shares of its common stock for the settlement of $52,482 of principal owed to Angus Capital Partners. The Company issued common stock at an average price of $.50 per share calculated based on the closing price the day the debt was settled. |
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E-Series Bond Investor Note |
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During the three months ended March 31, 2014, the outstanding principal balance of the Bonds totaled $311,000. The Bonds are due and payable upon maturity, a three-year period from the issuance date. Interest on the Bonds is payable at the rate of 7.5% per annum, and is payable semiannually. The Bondholder may require the Company to convert the Bond (including any unpaid interest) into shares of Common Stock at any time only during the first year. If the Bonds are converted under this option, the Company will issue shares representing 100% of the Bond principal and unpaid interest calculated through maturity. The Common Stock issued under this option will be valued at the average closing price of the common shares for the five days prior to the notification. If the Bond is converted within the first year the Company will issue a three-year warrant to purchase one share of EBI Common Stock at a price of $4.00 for every $2.00 of Bond principal. |
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At the Company's discretion at any time after the first year, the Bonds, including the interest payments calculated through the date of conversion may be redeemed in cash or in shares of our Common Stock, valued at the average last sales price over the 20-trading-day period preceding any payment date. If the Company chooses to issue Common Stock as redemption of the Bond principal, we will issue shares representing a value equal to 125% of the Bond principal and shares representing a value equal to 100% of the Bond interest through redemption date. |
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The Bonds were determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature and the redemption option (compound embedded derivative liability). At the date of issuance of the Bond, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company uses the effective interest method to record interest expense from the accretion of the debt discount and from the accretion of unamortized discount upon conversion which totaled $18,000 for the three months ended March 31, 2014. The estimated debt accretion for subsequent years is $75,000 and $89,000 for years ending December 31, 2014, and 2015, respectively. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | Bonds | | | Compound Derivative Liability | | | Total | | | | | | | |
Fair value at December 31, 2013 | | $ | 128,762 | | | $ | 39,730 | | | $ | 168,492 | | | | | | | |
Change in fair value | | | 17,995 | | | | (6,339 | ) | | | 11,656 | | | | | | | |
Fair value at March 31, 2014 | | $ | 146,757 | | | $ | 33,391 | | | $ | 180,148 | | | | | | | |
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The Company recorded derivative income of $6,339 for the three months ended March 31, 2014. |
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Dakota Capital Fund LLC Equipment Financing |
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In November 2011, the Company entered into debt financing agreement with Dakota Capital Fund LLC, for financing of up to $3,000,000. During the fourth quarter of 2011, the Company received proceeds of $2,000,000 and had the option of additional funding of $1,000,000 for equipment purchases. This debt facility is secured by certain ERF Wireless assets and there is no prepayment penalty. At March 31, 2014, the outstanding balance on the debt financing agreement totaled $1,519,000 and the Company has elected not to request any additional funds under this credit facility. The payment terms are $178,031 per quarter including interest, at an annual rate of 18% per annum plus 10% of positive operational cash flow as determined on a quarterly basis for repayment of additional principal beginning July 1, 2012. The funding was utilized to purchase equipment to build out networks in oil and gas exploration regions of North America. |
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The Company issued 30,000 shares of Common Stock for the consummation of the initial $2,000,000 debt financing agreement from Dakota Capital Fund LLC resulting in a debt discount of $93,600. The Company uses the effective interest method to record interest expense from the accretion of the debt discount and accretes the unamortized discount upon conversion which totaled $9,000 for the three months ended March 31, 2014. The estimated debt accretion for subsequent years is $8,653 and $16,000 for years ending December 31, 2014. |
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Investor Financing Loan |
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On July 13, 2012, the Company entered into a three-month secured debt financing agreement with certain individuals for $1,000,000 with an interest rate of 12% per annum. Under a subsequent modified agreement dated April 2014, as amended, the maturity date has been extended from April 15, 2014 to October 15, 2014. Both parties under the amendment agreed to apply the Dakota Capital Fund payment of $181,235 including interest as a subset to the bridge note. The Company has also renegotiated the subset interest rate from .5% interest per day on a 360 day calendar year to 12% rate per annum retroactive to March 23, 2013. The Company in consideration has accepted the return and cancellation of 796 common shares (post-split) of Company common stock issued during the third quarter of 2013 for interest. The Company also agreed to additional consideration of 5,000 of preferred A shares to be issued as long as the note remains unpaid and to be remitted once the note is paid in full. The Company has agreed to add a $50,000 penalty to principal in January 2014 for the consideration of the extension of the note. The Company has accordingly reversed the payment of interest of $159,259 in December 2013. The Company has agreed to add an additional $25,000 penalty to principal in April 2014 for the extension of the note to October 2014. In addition the Company will pay $1,500 toward the bridge loan interest on the 1st and 15th of each month beginning May 15, 2014 until loan is fully paid. At March 31, 2014, the outstanding principal balance totaled $523,000. |
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Tonaquint Convertible Promissory Note |
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On March 5, 2013, the Company entered into a six-month secured convertible promissory note secured debt financing agreement with Tonaquint, Inc. (“holder”), for $791,500, bearing interest at a rate of 12% per annum and maturing September 5, 2013. At March 31, 2014, the outstanding principal balance of the Tonaquint convertible promissory note totaled $764,000. The note includes an original issue discount (“OID”) of $65,000 based on the consideration funded, prepaid interest of $71,500 and $5,000 in legal and other expense. The Company also paid holder an origination fee in the amount of $227,500 in 144 Stock (711 post-split shares) at the closing bid price on March 5, 2013, plus 125 post-split shares (valued at $40,000) of the Company’s common stock. The holder may require the Company to convert the outstanding principal balance (including any unpaid interest) into shares of restricted common stock at any time after the six-month term of the note. The common stock issued will be valued using a conversion factor of 80% of the average of the lowest two (2) trading prices for common shares during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. If the average two (2) lowest trading prices is less than $0.33, then the conversion factor will be reduced to 70%. The holder received the option to purchase five-year warrants expiring March 5, 2018 to purchase 371 shares of ERF common stock at an exercise price of $320.00 or the per-share price at which the common stock is sold in an underwritten public offering that closes on or before the date that is six (6) months from the issue date, as may be adjusted from time to time pursuant to the terms and conditions of this warrant. The Company is not in compliance with all the provisions of the note causing an automatic acceleration of the outstanding balance of $791,500 to $949,800. The note will accrue interest at a rate of 12% from September 5, 2013 until the March 4, 2014 and thereafter at a rate of 18% per annum. The note is recorded as a current liability. |
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The Tonaquint promissory note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature, conversion price reset feature and the redemption option (compound embedded derivative liability). At the date of issuance of the Tonaquint note, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company used the effective interest method to record interest expense from the accretion of the debt discount. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | Tonaquint | | | Warrant Compound Derivative Liability | | | Compound Derivative Liability | | | Total | | | |
Fair value at December 31, 2013 | | $ | 793,368 | | | $ | 96 | | | $ | 80,569 | | | $ | 874,033 | | | |
Change in fair value | | | – | | | | (84 | ) | | | (80,569 | ) | | | (80,653 | ) | | |
Conversions | | | (28,841 | ) | | | – | | | | – | | | | (28,841 | ) | | |
Fair value at March 31, 2014 | | $ | 764,527 | | | $ | 12 | | | $ | – | | | $ | 764,539 | | | |
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The Company recorded derivative income of $54,635 for the three months ended March 31, 2014. |
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JMJ Financial Convertible Promissory Note |
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On March 20, 2013, the Company entered into a one year unsecured promissory note debt financing agreement with JMJ Financial for (“JMJ”) up to $500,000 at the sole discretion of additional consideration with the Lender. The note includes a 10% original issue discount that is prorated based on the consideration funded. The Company also paid holder an origination fee in the amount of $40,500 in 144 Stock (125 post-split shares) at the closing bid price of the Company’s common stock. As of March 31, 2014 the Company has received funding of $300,000, bearing interest at a rate of 12% per annum and maturing in one year from the effective date of each payment. At March 31, 2014, the outstanding principal balance of the JMJ Financial convertible promissory note totaled $204,000 including OID. The conversion price is the lesser of $0.59 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The note is recorded as a current liability. |
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The JMJ promissory note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature, conversion price reset feature and the redemption option (compound embedded derivative liability). At the date of issuance of the JMJ note, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company uses the effective interest method to record interest expense from the accretion of the debt discount and from the accretion of unamortized discount upon conversion which totaled $81,248 for the three months ended March 31, 2014. The estimated debt accretion for the remainder of 2014 is $92,069. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | JMJ | | | Compound Derivative Liability | | | Total | | | | | | | |
Fair value at December 31, 2013 | | $ | 58,363 | | | $ | 134,113 | | | $ | 192,476 | | | | | | | |
Change in fair value | | | 81,248 | | | | (115,607 | ) | | | (34,359 | ) | | | | | | |
Conversions | | | (27,530 | ) | | | – | | | | (27,530 | ) | | | | | | |
Fair value at March 31, 2014 | | $ | 112,081 | | | $ | 18,506 | | | $ | 130,587 | | | | | | | |
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The Company recorded derivative income of $100,716 for the three months ended March 31, 2014. |
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Willow Creek Capital Convertible Promissory Note |
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On April 2, 2013, the Company entered into a nine-month secured convertible promissory note debt financing agreement with Willow Creek Capital, LLC, for $244,200, bearing interest at a rate of 12% per annum and maturing October 1, 2013. At March 31, 2014, the outstanding principal balance of the Willow Creek convertible promissory note totaled $228,000. The note also includes a 10% OID of $20,000 based on the consideration funded, prepaid interest of $22,200 and $2,000 in legal and other expense. The Company also paid holder an origination fee in the amount of $109,890 in 144 Stock (366 post-split shares) at the closing bid price of the Company’s common stock. The holder may require the Company to convert the outstanding principal balance (including any unpaid interest) into shares of restricted common stock at any time after the six months term of the note. The common stock issued will be valued using a conversion factor of 80% the average of the lowest two (2) trading prices common shares during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. If the average two (2) lowest trading prices is less than $0.33, then the conversion factor will be reduced to 70%. The holder will be entitled to purchase from the Company five year warrants expiring April 2, 2018 to purchase 122 post-split shares of ERF common stock at an exercise price of $300.00 or the per-share price at which the common stock is sold in an underwritten public offering that closes on or before the date that is six (6) months from the issue date, as may be adjusted from time to time pursuant to the terms and conditions of this Warrant. |
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The Willow Creek promissory note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature; conversion price full ratchet reset feature and the redemption option (compound embedded derivative liability). At the date of issuance of the Willow Creek note, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company used the effective interest method to record interest expense from the accretion of the debt discount and from the accretion of unamortized discount upon conversion. The Company is not in compliance with all the provisions of the note causing an automatic acceleration of the outstanding balance of $244,200 to $293,040. The note will accrue interest at a rate of 12% from October 1, 2013 until the April 1, 2014 and thereafter at a rate of 18% per annum. The note is recorded as a current liability. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | Willowcreek | | | Compound Derivative Liability | | | Total | | | | | | | |
Fair value at December 31, 2013 | | $ | 227,800 | | | $ | 51,276 | | | $ | 279,076 | | | | | | | |
Change in fair value | | | – | | | | (50,204 | ) | | | (50,204 | ) | | | | | | |
Conversions | | | (26,183 | ) | | | – | | | | (26,183 | ) | | | | | | |
Fair value at March 31, 2014 | | $ | 201,617 | | | $ | 1,072 | | | $ | 202,689 | | | | | | | |
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The Company recorded derivative income of $20,422 for the three months ended March 31, 2014. |
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Vista Capital Convertible Promissory Note |
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On April 4, 2013, the Company entered into a six-month secured convertible promissory note debt financing agreement with Vista Capital Investments, LLC, for $60,500, bearing interest at a rate of 12% per annum and maturing October 4, 2013. The note also includes a 10% OID of $5,000 based on the consideration funded and prepaid interest of $5,500. The Company also paid holder an origination fee in the amount of $21,175 in 144 Stock (84 post-split shares) at the closing bid price of the Company’s common stock. The holder may require the Company to convert the outstanding principal balance (including any unpaid interest) into shares of restricted common stock at any time after the six months term of the note. The common stock issued will be valued using a conversion factor of 80% the average of the lowest two (2) trading prices common shares during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. If the average two (2) lowest trading prices is less than $0.33, then the conversion factor will be reduced to 70%. The holder will be entitled to purchase from the Company five year warrants expiring April 4, 2018 to purchase 36 post-split shares of ERF common stock at an exercise price of $320.00 or the per-share price at which the common stock is sold in an underwritten public offering that closes on or before the date that is six (6) months from the issue date, as may be adjusted from time to time pursuant to the terms and conditions of this Warrant. |
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The Vista promissory note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature; conversion price full ratchet reset feature and the redemption option (compound embedded derivative liability). At the date of issuance of the Vista note, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company used the effective interest method to record interest expense from the accretion of the debt discount and from the accretion of unamortized discount upon conversion. The Company is not in compliance with all the provisions of the note causing an automatic acceleration of the outstanding balance of $60,500 to $72,600. The note will accrue interest at a rate of 12% from October 4, 2013 until the April 3, 2014 and thereafter at a rate of 18% per annum. At March 31, 2014, the outstanding principal balance of the Vista Capital convertible promissory note totaled $64,000. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | Vista | | | Compound Derivative Liability | | | Total | | | | | | | |
Fair value at December 31, 2013 | | $ | 50,558 | | | $ | 37,516 | | | $ | 88,074 | | | | | | | |
Change in fair value | | | – | | | | (35,496 | ) | | | (35,496 | ) | | | | | | |
Conversions | | | 13,887 | | | | – | | | | 13,887 | | | | | | | |
Fair value at March 31, 2014 | | $ | 64,445 | | | $ | 2,020 | | | $ | 66,465 | | | | | | | |
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The Company recorded derivative income of $35,496 for the three months ended March 31, 2014. |
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TCA Global Convertible Promissory Note |
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On June 28, 2013, the Company entered into a twelve-month secured convertible promissory note debt financing agreement with TCA Global Credit Master Fund for $1,500,000, bearing interest at a rate of 12% per annum and maturing July 28, 2014. Under a subsequent modified agreement dated March 25, 2014, TCA has agreed to restructure the agreement and extend the maturity date to November 15, 2014. The Company in consideration has agreed to a $75,000 restructuring fee to be added to the sum of the principal balance including a $40,791 interest charge to be paid and nominal legal fees. The monthly principal and interest payments will be $149,609 per month. At March 31, 2014, the outstanding principal balance of the TCA Global convertible promissory note totaled $1,136,000. The note also includes $153,300 in commitment fees; due diligence fees; document review fees; service fees; legal; and other expense. The holder may require the Company to convert the outstanding principal balance (including any unpaid interest) into shares of restricted common stock at any time during the twelve months term of the note or thereafter. The common stock issued will be valued using a conversion factor of 85% the average VWAP trading price during the five (5) trading day period ending on the latest complete trading day prior to the conversion date. Due to the restructuring of the note the Company realized a $108,000 loss on extinguishment of debt. |
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The TCA Global promissory note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature and the redemption option (compound embedded derivative liability). At the date of issuance of the TCA Global note, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company uses the effective interest method to record interest expense from the accretion of the debt discount and from the accretion of unamortized discount upon conversion which totaled $2,506 for the three months ended March 31, 2014. The estimated debt accretion for the remainder of the 2014 will be $101,837. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | TCA Global | | | Compound Derivative Liability | | | Total | | | | | | | |
Fair value at December 31, 2013 | | $ | 915,440 | | | $ | 28,716 | | | $ | 944,156 | | | | | | | |
Fair value issuances at inception | | | 115,791 | | | | 65,818 | | | | 181,609 | | | | | | | |
Change in fair value | | | 2,506 | | | | – | | | | 2,506 | | | | | | | |
Fair value at March 31, 2014 | | $ | 1,033,737 | | | $ | 94,534 | | | $ | 1,128,271 | | | | | | | |
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The Company recorded derivative expense of $65,818 for the three months ended March 31, 2014. |
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Group 10 Holdings Convertible Promissory Note |
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On October 3, 2013, the Company entered into a twelve-month unsecured convertible promissory note debt financing agreement with Group 10 Holdings, LLC, for $157,500, bearing interest at a rate of 12% per annum and maturing October 2, 2014. The note also includes a 5% OID of $7,500 based on the consideration funded. The Company also paid holder a commitment fee in the amount of $45,000 in 144 Stock (1,125 post-split shares) at the closing bid price of the Company’s common stock. The holder may require the Company to convert the outstanding principal balance (including any unpaid interest) into shares of restricted common stock at any time after the twelve months term of the note. The common stock issued will be valued using a conversion factor of 55% multiplied by the lowest closing bid price of the (20) trading days prior to the conversions, which represents a discount rate of 45%. As of March 31, 2014, the balance outstanding on this note was $157,500. |
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The Group 10 Holdings promissory note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature; conversion price full ratchet reset feature and the redemption option (compound embedded derivative liability). At the date of issuance of the Group 10 note, compound embedded derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company uses the effective interest method to record interest expense from the accretion of the debt discount and from the accretion of unamortized discount upon conversion which totaled $14,905 for the three months ended March 31, 2014. The note will accrue interest at a rate of 12% from October 3, 2013 until the October 2, 2014 and thereafter at a rate of 18% per annum. |
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The following table summarizes the convertible debt activity for the period from January 1, 2014 through March 31, 2014: |
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Description | | Group 10 | | | Compound Derivative Liability | | | Total | | | | | | | |
Fair value at December 31, 2013 | | $ | 14,155 | | | $ | 304,519 | | | $ | 318,674 | | | | | | | |
Change in fair value | | | 14,905 | | | | (55,005 | ) | | | (40,100 | ) | | | | | | |
Fair value at March 31, 2014 | | $ | 29,060 | | | $ | 249,514 | | | $ | 278,574 | | | | | | | |
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The Company recorded derivative income of $55,005 for the three months ended March 31, 2014. |
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Capital Leases |
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Banc Leasing Inc. Included in property and equipment at March 31, 2014, the cost of the equipment was $610,900 and the accumulated amortization was $524,356. Amortization of assets under capital leases is included in depreciation expense. The equipment is the primary collateral securing the financing. |
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Advantage Leasing Inc. Included in vehicles at March 31, 2014, the cost of the vehicles was $273,443 and the accumulated amortization was $177,618. Amortization of assets under capital leases is included in depreciation expense. The vehicles are the primary collateral securing the financing. |
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Legacy Laser Services Dallas, LLC Included in property and equipment at March 31, 2014, the cost of the equipment was $155,349 and the accumulated amortization was $45,310. Amortization of assets under capital leases is included in depreciation expense. The equipment is the primary collateral securing the financing. |
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The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of March 31, 2014 (in thousands): |
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Year Ending December 31, | | | | | | | | | | | | | | | | | |
2014 | | $ | 249 | | | | | | | | | | | | | | | |
2015 | | | 159 | | | | | | | | | | | | | | | |
2016 | | | 63 | | | | | | | | | | | | | | | |
Thereafter | | | – | | | | | | | | | | | | | | | |
Total minimum lease payments | | | 471 | | | | | | | | | | | | | | | |
Less amount representing interest | | | (106 | ) | | | | | | | | | | | | | | |
Present value of net minimum lease payments | | | 365 | | | | | | | | | | | | | | | |
Current maturities of capital lease obligations | | | (231 | ) | | | | | | | | | | | | | | |
Long-term portion of capital lease obligations | | $ | 134 | | | | | | | | | | | | | | | |
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