NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2014 |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5. NOTES PAYABLE |
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Notes payable consist of the following at December 31: |
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| | 2014 | | | 2013 | |
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Equipment promissory notes | | $ | 533,580 | | | $ | 674,474 | |
Tenant improvement secured loans | | | 100,000 | | | | 100,000 | |
Unsecured promissory notes | | | 2,163,156 | | | | 300,000 | |
| | | 2,796,736 | | | | 1,074,474 | |
Less unamortized discount | | | - | | | | (102,487 | ) |
Less current portion (net of unamortized discounts) | | | (1,067,530 | ) | | | (716,531 | ) |
| | $ | 1,729,206 | | | $ | 255,456 | |
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Financed Insurance Premiums |
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In January 2014, the Company entered into a financing agreement with an unrelated third party to finance the Company’s medical malpractice, property and casualty, and employment liability insurance over a period of nine months. The note, in the principal amount of $99,265, bore interest at approximately 6.25% per annum, and was repayable in one installment of $8,674 and eight installments of $11,642. The note matured in September 2014 and is paid in full. |
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In March 2014, the Company entered into a financing agreement with an unrelated third party to finance the Company’s directors and officer liability insurance over a period of nine months. The note, in the principal amount of $46,750, bore interest at approximately 7.68% per annum, and was repayable in nine monthly installments of $5,362. The note matured in December 2014 and is paid in full. |
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Equipment Promissory Notes |
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In November 2010, the Company entered into a financing agreement with an unrelated third party to finance computer and telephone equipment to upgrade existing systems and equip its clinic location in Montclair, California. The note, in the principal amount of $64,157, bears interest at approximately 6% per annum, and is repayable in 60 monthly installments of $1,241. The note matures in October 2015 and is secured by a first priority purchase money security interest in the equipment. The balance outstanding on the note was $14,417 and $27,994 at December 31, 2014 and December 31, 2013, respectively. |
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In February 2011, the Company entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of a laser for the location in Montclair, California. The note, in the principal amount of $118,495, bore interest at approximately 7% per annum, and was repayable in 36 monthly installments of $3,700. The note matured in January 2014 and was secured by a first priority purchase money security interest in the equipment. The note was paid off in April 2014. The balance outstanding on the note was $0 and $43,020 at December 31, 2014 and December 31, 2013, respectively. |
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In May 2011, the Company entered into a financing agreement with an unrelated third party to finance computer and telephone equipment for its Dallas, Texas clinic and its call center in Irvine, California. The note, in the principal amount of $17,515, bore interest at approximately 7% per annum, and was repayable in 36 monthly installments of $539. The note matured in June 2014 and has been paid in full. The balance outstanding on the note was $0 and $3,171 at December 31, 2014 and December 31, 2013, respectively. |
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In June 2011, the Company entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of a laser for the location in Dallas, Texas. The note, in the principal amount of $118,495, bore interest at approximately 7% per annum, and was repayable in 36 monthly installments of $3,700. The note was set to mature in June 2014 and was paid off in April 2014. The balance outstanding on the note was $0 and $49,390 at December 31, 2014 and December 31, 2013, respectively. |
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In June 2012, the Company entered into a financing agreement with an unrelated third party to finance computer and telephone equipment for its Houston, Texas clinic and its clinic planned for Phoenix, Arizona. The note, in the principal amount of $37,870, bears interest at approximately 6% per annum, and is repayable in 36 monthly installments of $1,148. The note matures in May 2015 and is secured by a first priority purchase money security interest in the equipment. The balance outstanding on the note was $5,658 and $18,697 at December 31, 2014 and December 31, 2013, respectively. |
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In June 2012, DRTHC I, LLC, a wholly-owned subsidiary of the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of a laser for the location in Houston, Texas. The note, in the principal amount of $59,920, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $2,683. The note matured in June 2014 and has been paid in full. The balance outstanding on the note was $0 and $15,773 at December 31, 2014 and December 31, 2013, respectively. |
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In November 2012, DRTHC I, LLC, a wholly-owned subsidiary of the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of a laser for the location in Phoenix, Arizona. The note, in the principal amount of $67,996, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $3,044. The note was scheduled to mature in November 2014 and is secured by a first priority purchase money security interest in the equipment. Effective September 1, 2014, the parties renegotiated the loan to extend the term to March 2017 and increase the interest rate to 10% per annum. The new installment amount is $533 per month. The balance outstanding on the note was $12,422 and $32,345 at December 31, 2014 and December 31, 2013, respectively. |
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In March 2013, the Company entered into a financing agreement with an unrelated third party to finance telephone equipment for its Sugar Land, Texas clinic (which was subsequently moved to Frisco, Texas) and clinics planned for Fort Worth, Texas and Atlanta, Georgia. The note, in the principal amount of $34,563 bears interest at approximately 9% per annum, and is repayable in 36 monthly payments of $1,037. The note matures in March 2016 and is secured by a first priority purchase money security interest in the equipment. The balance outstanding on the note was $14,401 and $22,538 at December 31, 2014 and December 31, 2013, respectively. |
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In March 2013, the Company entered into a financing agreement with an unrelated third party to finance computer equipment for its Sugar Land, Texas clinic which was subsequently moved to Frisco, Texas (a suburb of Dallas) and clinics planned for Fort Worth, Texas and Atlanta, Georgia. The note, in the principal amount of $37,524, bears interest at approximately 11% per annum, and is repayable in 36 monthly installments of $1,199. The note matures in February 2016 and is secured by a first priority purchase money security interest in the equipment. The balance outstanding on the note was $16,746 and $28,590 at December 31, 2014 and December 31, 2013, respectively. |
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In March 2013, DRTHC I, LLC, a wholly-owned subsidiary of the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of a laser for the Sugar Land, Texas clinic (which was subsequently moved to Frisco, Texas). The note, in the principal amount of $75,920, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $3,399. The note was scheduled to mature in March 2015 and is secured by a first priority purchase money security interest in the equipment. Effective September 1, 2014, the parties renegotiated the loan to extend the term to March 2017 and increase the interest rate to 10% per annum. The new installment amount is $1,134 per month. The balance outstanding on the note was $26,407 and $48,485 at December 31, 2014and December 31, 2013, respectively. |
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In October 2013, DRTHC II, LLC, a wholly-owned subsidiary of the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of lasers for the Atlanta, Georgia clinic. The note, in the principal amount of $114,000, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $5,104. The note was scheduled to mature in November 2015 and is secured by a first priority purchase money security interest in the equipment. Effective September 1, 2014, the parties renegotiated the loan to extend the term to March 2017 and increase the interest rate to 10% per annum. The new installment amount is $3,151 per month. The balance outstanding on the note was $73,388 and $109,561 at December 31, 2014 and December 31, 2013, respectively. |
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In October 2013, DRTHC I, LLC, a wholly-owned subsidiary of the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of a hair removal device for the Houston, Texas clinic. The note, in the principal amount of $28,000, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $1,254. The note was scheduled to mature in November 2015 and is secured by a first priority purchase money security interest in the equipment. Effective September 1, 2014, the parties renegotiated the loan to extend the term to March 2017 and increase the interest rate to 10% per annum. The new installment amount is $774 per month. The balance outstanding on the note was $18,025 and $26,910 at December 31, 2014 and December 31, 2013, respectively. |
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In December 2013, the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of three laser devices for its clinics in Southern California. The note, in the principal amount of $248,000, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $11,104. The note was scheduled to mature in December 2015 and is secured by a first priority purchase money security interest in the equipment. Effective September 1, 2014, the parties renegotiated the loan to extend the term to March 2017 and increase the interest rate to 10% per annum. The new installment amount is $7,238 per month. The balance outstanding on the note was $168,560 and $248,000 at December 31, 2014 and December 31, 2013, respectively. |
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In May 2014, the Company, entered into a financing agreement with an unrelated third party manufacturer to finance computer equipment for its Fort Worth, Texas clinic. The note, in the principal amount of $4,625, bears interest at approximately 13.8% per annum, and is repayable in 36 monthly installments of $157. The note matures in April 2017 and is secured by a first priority purchase money security interest in the equipment. The balance outstanding on the note was $3,755 and $0 at December 31, 2014 and December 31, 2013, respectively. |
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In June 2014, the Company, entered into a financing agreement with an unrelated third party manufacturer to finance the purchase of laser and hair removal devices for the Ft. Worth, Texas and Inland Empire, California clinics. The note, in the principal amount of $210,000, bore interest at approximately 7% per annum, and was repayable in 24 monthly installments of $9,402. The note was scheduled to mature in May 2016 and is secured by a first priority purchase money security interest in the equipment. Effective September 1, 2014, the parties renegotiated the loan to extend the term to March 2017 and increase the interest rate to 10% per annum. The new installment amount is $7,702 per month. The balance outstanding on the note was $179,800 and $0 at December 31, 2014 and December 31, 2013, respectively. |
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All of the equipment promissory notes require the Company to maintain and insure the equipment secured by the note and pay personal property taxes thereon. |
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Tenant Improvement Secured Loans |
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In February 2013, the Company issued $200,000 in notes, secured by the reimbursements due from landlords with respect to tenant improvements made or to be made by the Company in connection with the development of clinics. The notes bear interest at 15% and were initially due on August 15, 2013. As additional consideration for the investors purchasing the notes, the Company issued the note holders fully vested five-year warrants to purchase an aggregate of 218,750 shares of the Company’s common stock at an exercise price of $.60 per share. The fair values of the warrants at the time of issuance, determined by management to be $49,454 in the aggregate, were recorded as a debt discount and were amortized to interest expense over the initial term of the notes. The Company estimated the fair value of the warrants issued based upon the application of the Black-Scholes option pricing model using the following assumptions: value of common share of $.49, strike price $.60, expected life of five years; risk free interest rate of .08%; volatility of 72% and expected dividend yield of zero. |
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In July 2013, in exchange for their agreement to extend the original due date from August 15, 2013 to December 31, 2013, the Company issued five-year fully vested warrants to purchase 220,000 shares of Company common stock at an exercise price of $.60 per share to the note holders. The fair values of the warrants at the time of issuance, determined by management to be $52,500 in the aggregate, were recorded as a debt discount and were amortized to interest expense over the extended term of the notes. |
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In December 2013, the Company repaid $100,000 principal amount of its tenant improvement secured loans together with interest due thereon of approximately $15,238 to three note holders, one of whom is an officer of the Company, and entered into extension agreements with respect to the remaining outstanding balance of $100,000. In exchange for an extension of the due date of the notes through March 31, 2014, the Company issued the note holders fully vested five-year warrants to purchase an aggregate of 115,240 shares of the Company’s common stock at an exercise price of $.60 per share. The fair value of the warrants at the time of issuance, determined by management to be approximately $27,700 in the aggregate, was recorded as additional debt discount and amortized to interest expense over the term of the extension. On April 1, 2014, the Company entered into further extension agreements with respect to the loans. In exchange for an extension of the due date of the notes through September 30, 2014, the Company issued the note holders fully vested five-year warrants to purchase an aggregate of 239,353 shares of the Company’s common stock at an exercise price of $.60 per share. The fair value of the warrants at the time of issuance, determined by management to be $53,200 in the aggregate, was recorded as additional debt discount and was amortized to interest expense over the term of the extension. On October 1, 2014, the Company entered into further extension agreements with respect to the loans, extending the due date to December 31, 2014. The note holders agreed to the extension for no additional consideration. The outstanding balance of the tenant improvement secured loans was $100,000 at December 31, 2014 and December 31, 2013. |
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Amortization of the debt discount related to the tenant improvement secured loan was $80,916 for the twelve months ended December 31, 2014 and $101,954 for the year ended December 31, 2013. |
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Unsecured Promissory Notes |
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In August 2013, the Company issued $120,000 in unsecured promissory notes to three members of its Board of Directors, their families, associates or associated entities. The notes bear interest at 15% and were initially due on December 31, 2013. As additional consideration for the investors purchasing the notes, the Company issued the note holders fully vested five-year warrants to purchase an aggregate of 120,000 shares of the Company’s common stock at an exercise price of $.60 per share. The fair values of the warrants at the time of issuance, determined by management to be $22,800 in the aggregate, were recorded as a debt discount and were amortized to interest expense over the initial term of the notes. |
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In October 2013, the Company issued $200,000 in unsecured promissory notes to a 5% shareholder. The note bears interest at 15% and was initially due on December 31, 2013. As additional consideration for the investor purchasing the note, the Company issued the note holder fully vested five-year warrants to purchase an aggregate of 200,000 shares of the Company’s common stock at an exercise price of $.60 per share. The fair values of the warrants at the time of issuance, determined by management to be $38,000 in the aggregate, were recorded as a debt discount and were amortized to interest expense over the initial term of the notes. |
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In December 2013, the Company repaid $20,000 principal amount of its unsecured promissory notes together with interest due thereon of approximately $1,159 to one note holder, an officer of the Company, and entered into extension agreements with respect to the remaining outstanding balance of unsecured promissory notes of $300,000. In exchange for an extension of the due date of the notes through March 31, 2014, the Company issued the note holders fully vested five-year warrants to purchase an aggregate of 310,893 shares of the Company’s common stock at an exercise price of $.60 per share. The fair value of the warrants at the time of issuance, determined by management to be $74,771 in the aggregate, was recorded as additional debt discount and was amortized to interest expense over the term of the extension. In exchange for a further extension of the due date of the notes through September 30, 2014, the Company issued the note holders fully vested five-year warrants to purchase an aggregate of 643,973 shares of the Company’s common stock at an exercise price of $.60 per share. The fair value of the warrants at the time of issuance, determined by management to be $143,000 in the aggregate, was recorded as additional debt discount and was amortized to interest expense over the term of the extension. On October 1, 2014, the Company entered into further extension agreements with respect to the loans, extending the due date to December 31, 2014. The note holders agreed to the extension for no additional consideration. In 2015, the maturity date of the notes was extended to January 1, 2016. Amortization of the debt discount related to the 2013 unsecured promissory notes and their extensions was $217,771 for the year ended December 31, 2014 and $60,800 for the year ended December 31, 2013. |
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In February, March, and April, 2014 the Company issued $950,000 of short-term unsecured promissory notes. The short-term unsecured promissory notes were issued to Board members and their affiliates, and certain parties who are already lenders or investors in the Company. The purpose of the offering was to provide immediate funds to support the opening of new clinics in Frisco and Ft. Worth, Texas and additional marketing while the Company works to complete a convertible debt offering. The notes matured on April 30, 2014, and bore interest at 15% per annum, and were planned to be repaid from the proceeds of a $2 million convertible debt offering. As additional consideration for the lenders, the Company agreed to issue equity to the lenders depending upon the date of repayment of the loan. In June 2014, the Company issued an additional $100,000 of the short-term unsecured promissory notes under similar terms, with the maturity and other target dates adjusted to reflect the later date of issuance. During 2014, the Company issued 2,000,000 shares of its common stock to the note holders as the payments became due. The Company recorded expense related to the issued shares at an estimated fair value of $0.40-$0.49 per share, which was charged to interest expense and costs of financing in the accompanying consolidated statements of operations. In December 2014, the Company entered into an amendment with all of the holders of these short-term unsecured promissory notes. Pursuant to the amendment, the holders agreed to extend the due date of the loan and extended the dates upon which interest to be paid in shares of Company common stock or as repayment premium would be due. Pursuant to the amended terms, the maturity date has been extended to January 1, 2016 when all principal and interest, including interest in the form of common stock, will be due. The Company also redeemed the 2,000,000 shares that had previously been issued to the holders. The Company recorded the redemption at an estimated fair value of $0.33 per share. The note holders earned four shares of common stock and a repayment premium equal to 100% of the principal amount on March 31, 2015 as the notes remained unpaid on that date. In the event that the notes are not repaid on the maturity date, the holders will be entitled to an additional one-quarter of one share of common stock and repayment premium equal to 10% for each dollar loaned to the Company. |
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At December 31, 2014 the balance of the these notes included in the accompanying consolidated balance sheets was approximately $3,119,000. The balance consists of the present value of the principal, of 4,200,000 shares of common stock at an estimated fair value of $0.33 per share, and of the repayment premium earned as of March 31, 2015. The discount from face value of approximately $639,000 will be charged to interest expense and costs of financing over the year remaining to maturity. |
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The short-term unsecured promissory notes remain unpaid as of the date hereof. |
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From July to December 2014, the Company issued $813,156 in additional short-term notes to an officer and two significant shareholders. The notes are included in notes payable, current portion (net of unamortized discount) in the accompanying consolidated balance sheets. The notes bear interest at 15% per annum and are due on demand. |
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The following table sets forth the future maturities of the Company’s outstanding notes payable, net of unamortized discount: |
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| Year ended | | | | | | |
December 31, | | |
2015 | | $ | 1,067,530 | | | |
2016 | | | 1,688,001 | | | |
2017 | | | 41,205 | | | |
Total | | $ | 2,796,736 | | | |