9. DEBT | 3 Months Ended |
Mar. 31, 2015 |
Debt Disclosure [Abstract] | |
DEBT | 9 | DEBT | | | | | | | |
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Convertible Debentures |
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The following table sets forth the components of the Company’s convertible debentures at March 31, 2015 and December 31, 2014: |
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| | March 31, | | | December 31, | |
2015 | 2014 |
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7% Convertible debentures | | $ | 200,000 | | | $ | 200,000 | |
9% Convertible debentures | | | 3,610,000 | | | | 3,210,000 | |
Loan discounts | | | (258,402 | ) | | | (410,334 | ) |
Total convertible debentures, net | | | 3,551,598 | | | | 2,999,666 | |
Less: Current portion of convertible debentures, net | | | 1,360,000 | | | | 50,000 | |
Noncurrent portion of convertible debentures net | | $ | 2,191,598 | | | $ | 2,949,666 | |
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During the year ended December 31, 2014, the Company privately placed a series of unsecured, convertible debentures with accredited investors for gross proceeds of $900,000 (of which $300,000 was raised during the predecessor period of January 1 through April 25, 2014). The debentures carry interest rates ranging between 7% and 9% per annum, payable semiannually in cash, for a three-year terms with fixed conversion prices ranging from $5.00 to $7.00 per share if converted within the first year of issuance or fixed conversion prices ranging from $6.00 to $9.00 if converted during the second or third year following issuance. |
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On October 15, 2014, the Company converted, upon receiving formal notice from a noteholder, $50,000 in note principal, plus accrued interest, into 10,450 shares of restricted common stock. |
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On October 31, 2014, the Company issued an unsecured, convertible debenture for $610,000 to an accredited investor. The debenture carries an interest rate of 9% per annum for a seventeen-month term with a fixed conversion price of $5.50 per share. The principal and interest are payable in twelve equal installments commencing April 30, 2015. The investor received 15,000 shares of the Company’s common stock valued at $95,100 as consideration for entering into the debenture agreement. |
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At March 31, 2015, the underlying shares of the Company’s common stock related to these convertible debentures totaled 687,208 shares. |
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On January 12, 2015, the Company issued an unsecured, convertible debenture for $400,000 to an accredited investor. The cost of this issuance was $28,000. The debenture carries an interest rate of 9% per annum, payable semiannually in cash, for an eighteen-month term with a fixed conversion price of $5.50 per share. The investor received 5,000 shares of the Company’s common stock valued at $32,150 as consideration for entering into the debenture agreement. |
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All of the convertible debentures were analyzed at the time of their issuance for beneficial conversion features. In some instances, the Company concluded that a beneficial conversion feature existed. The beneficial conversion features were measured using the commitment-date stock price and aggregated $624,140. This amount was recorded as a debt discount and is being amortized as interest expense over the terms of the related convertible debentures. The debt discount associated with these beneficial conversion features amounted to $258,402 and $410,334 as of March 31, 2015 and December 31, 2014, respectively. The related amortization expense totaled $62,809 for the three-month successor period ended March 31, 2015. No such expense was recorded in the three-month predecessor period ended March 31, 2014. |
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In addition, the Company analyzed its convertible debentures for derivative accounting consideration and determined that derivative accounting was not applicable. |
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On April 30, 2015, the Company was required to pay $50,833 in principal, along with accrued interest of approximately $28,000, per the terms of a convertible note. The Company failed to make this payment. On May 13, 2015, the Company received a letter from the noteholder’s counsel alleging certain breaches and declaring the note to be in default. The interest rate on the convertible note increased from 9.0% to 22.0% per annum as a result of the default. The noteholder has made a demand for payment and is seeking to enforce all of its contractual, legal and equitable rights under the convertible note and related agreements. The original principal balance outstanding on the convertible note is $610,000 and is presented as a current liability on the Company’s Consolidated Balance Sheets. The note is unsecured. See “Note 12 — Subsequent Events” for additional information. |
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The Company is in default for failure to pay interest on four additional convertible notes with an aggregate principal balance of $700,000. The interest rate on these notes ranges between 7% and 9% per annum, and does not increase in the event of a default. The principal amounts on these notes are presented as current liabilities on the Company’s Consolidated Balance Sheets. |
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As a result of the defaults noted above, the Company accelerated the amortization of all deferred financing costs and beneficial conversion features associated with these convertible notes. The charge totaled $188,909 and was recorded to interest expense in the Company’s Consolidated Statements of Operations. |
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Senior, Secured Promissory Notes |
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The following table sets forth the components of the Company’s promissory notes at March 31, 2015 and December 31, 2014: |
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| | March 31, | | | December 31, | |
2015 | 2014 |
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Promissory notes | | $ | 3,230,355 | | | $ | 4,330,355 | |
Loan discounts | | | (62,859 | ) | | | (88,518 | ) |
Total promissory notes, net | | | 3,167,496 | | | | 4,241,837 | |
Less: Current portion of convertible debentures, net | | | 1,155,355 | | | | 2,243,358 | |
Noncurrent portion of convertible debentures net | | $ | 2,012,141 | | | $ | 1,998,479 | |
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On April 25, 2014, the Company issued a series of promissory notes aggregating in $1,000,000 principal to the former stockholders of ALD in connection with its acquisition. The promissory notes carry an interest rate of 5% per annum, payable at maturity, for a one year term and are secured by the assets of ALD. In determining the fair value of the promissory notes issued, the Company considered, among other factors, the market yields on debt securities depending on the time horizon and level of perceived risk of the specific investment. The Company arrived at an estimated market rate of 9% and calculated the present value of the $1,000,000 promissory note and its related interest to be $965,019. As a result, the Company recorded a discount against the promissory notes of $34,981. The discount is being amortized using the effective interest method over the life of the notes. For the three-month period ended March 31, 2015, the Company recorded $11,998 in interest expense related to the note discount. No discount balance remained unamortized at March 31, 2015. |
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On April 24, 2015, the Company was informed by the counsel of the former ALD stockholders that the failure to pay all of the principal and accrued interest on the outstanding promissory notes would result in the declaration of default, and that absent full payment of the notes by the maturity date, the former stockholders would commence collection proceedings and seek to enforce all of their contractual, legal and equitable rights under the note and related agreements. The notes were not repaid at their maturity date and are currently in default. See “Note 12 — Subsequent Events” for additional information. |
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On October 13, 2014, the Company received $1,000,000 in loan proceeds from an accredited investor pursuant to the terms of a secured promissory note. The promissory note was due and payable in full by the Company on December 5, 2014. As consideration for loaning these proceeds to the Company, the investor was entitled to receive a $40,000 interest payment along with the principal at maturity. This loan was secured by 1,000,000 shares of the Company’s common stock owned by its former executive chairman. On December 26, 2014, the Company repaid all principal and accrued interest amounts associated with this promissory note. |
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On October 17, 2014, the Company issued two secured promissory notes to the former stockholder of ESCO in connection with its acquisition. The first note totaled $2,075,000, bears interest at 6.02% per annum and is due in April 17, 2016. The note is collateralized by 687,500 restricted shares of the Company’s common stock which under no circumstances can become free trading prior to its maturity date. In determining the fair value of the promissory notes issued, the Company considered, among other factors, the market yields on debt securities depending on the time horizon and level of perceived risk of the specific investment. The Company arrived at an estimated market rate of 9% and calculated the present value of the $2,075,000 promissory note and its related interest to be $1,989,539. As a result, the Company recorded a discount against the promissory notes of $85,461. The discount is being amortized using the effective interest method over the life of the notes. For the three-month period ended March 31, 2015, the Company recorded $13,661 in interest expense related to the note discount. The remaining discount balance at March 31, 2015 was $62,859. |
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The second note totaled $1,075,000 and was due on November 16, 2014 along with an interest payment of $45,000. At March 31, 2015, all but $155,355 of the principal balance was repaid. The note is collateralized by all of the assets of ESCO. On April 3, 2015, the Company entered into a note amendment and security interest termination agreement with the stockholder to amend and extend the original terms (see Note 12 – Subsequent Events for additional information). |
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On December 21, 2014, the Company received $1,000,000 in loan proceeds from an accredited investor pursuant to the terms of a secured promissory note. The promissory note was due and payable in full by the Company on March 5, 2015 and was secured by 1,000,000 shares of the Company’s common stock owned by its former executive chairman, Richard St Julien. As consideration for loaning these proceeds to the Company, the investor was entitled to receive a $50,000 interest payment along with the principal at maturity. On March 5, 2015, the Company paid $50,000 to satisfy the accrued interest due on the promissory note. On March 31, 2015, the Company issued 181,818 shares of its common stock along with an equal number of common stock purchase warrants in lieu of cash to satisfy the $1,000,000 principal payment owed to the noteholder. The stock purchase warrants have been accounted for as equity in accordance with ASC 480. Using the Black-Scholes model, the Company calculated a relative fair value of $369,779 for these stock purchase warrants; which was recorded as a loss on settlement of debt. |
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Loans Payable |
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On September 5, 2014, the Company received $130,000 from a third party in the form of a demand loan bearing interest at a rate of 9% per annum. The entire principal amount, plus accrued interest totaling $6,338, was outstanding at March 31, 2015. |
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The remaining loans payable were made by two financial institutions and are due in aggregate monthly installments of $1,111 (including interest ranging from 2.25% through 4.00%). These loans are collateralized by ESCO’s transportation equipment. At March 31, 2015, the outstanding balances on these loans totaled $19,813; of which $12,304 is scheduled to be paid within the next twelve months. |