Notes payable | Notes payable consists of the following as of June 30, 2016 and December 31, 2015: June 30, December 31, Bank line of credit (a) $ $ Notes payable to shareholder/former director (b) 192,048 192,048 Notes payable (c) 4,131,368 1,656,996 Note payable, Innovisit (d) 12,734 27,734 Total notes payable 4,336,150 1,876,778 Less current maturities (2,792,781 ) (1,806,981 ) Long term debt $ 1,543,369 $ 69,797 (a) Bank Line of Credit On July 17, 2009, the Company and its wholly owned subsidiary, Lattice Government Services (formally RTI), entered into a Financing and Security Agreement (the Action Agreement) with Action Capital Corporation (Action Capital). Pursuant to the terms of the Action Agreement, Action Capital agreed to provide the Company with advances of up to 90% of the net amount of certain acceptable account receivables of the Company (the Acceptable Accounts). The maximum amount eligible to be advanced to the Company by Action Capital under the Action Agreement is $3,000,000. The Company is obligated to pay Action Capital interest on the advances outstanding under the Action Agreement equal to the prime rate in effect on the last business day of the prior month plus 1%. In addition, the Company is obligated to pay a monthly fee to Action Capital equal to 0.75% of the total outstanding balance at the end of each month. The outstanding balance owed on the line at June 30, 2016 and December 31, 2015 was $0 and $0 respectively. If the credit facility is drawn upon, the interest rate would be 13.25%. (b) Notes Payable to Shareholder/Former Director There are two notes outstanding with a former director. The first note bears interest at 21.5% per annum. During December 2010, the note was amended to flat monthly payments of $6,000 until maturity, December 31, 2013, at which time any remaining interest and principal was to be paid. This note had an outstanding principal balance of $24,048 as of June 30, 2016 and December 31, 2015, respectively. The Company is in arrears on interest payments that were due but has accrued the interest on the note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note related to the past due principal and interest payments. The second note is dated October 14, 2011 has a face value of $168,000, of which the Company received $151,200 in net proceeds during October 2011. The discount of $16,800 was amortized to interest expense over the term of the note. The note carries an annual interest rate of 10% payable quarterly at the rate of $4,200 per quarter. The entire principal on the note of $168,000 was due at maturity on October 14, 2014. This note had an outstanding principal balance of $168,000 as of June 30, 2016 and December 31, 2015, respectively. The Company is in arrears on interest payments that were due but has accrued the interest on the note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note related to the past due principal and interest payments. (c) Notes Payable On June 11, 2010, Lattice closed on a note payable for $1,250,000. The net proceeds to the Company were $1,100,000. The $150,000 difference between the face amount of the note and proceeds received was amortized over the life of the note as additional interest expense. The note matured June 30, 2012 and payment of principal was due at that time in the lump sum value of $981,655 including any unpaid interest. On June 30, 2012 the holder of the note agreed to an extension for payment in full of the note to October 31, 2012. In addition to the maturity extension, the Company agreed to increase the collateral by $250,000. The note was secured by certain receivables totaling $981,655 and the new secured total is approximately $1,232,000. Until maturity, Lattice is required to make quarterly interest payments (calculated in arrears) at 12% stated interest with the first quarter interest payment of $37,500 due September 30, 2010 and $37,500 due each quarter end thereafter until the final payment comes due October 31, 2012 totaling $1,019,155 including the final interest payment. Concurrent with the note, an intercreditor agreement was signed between Action Capital and Holder where Action Capital has agreed to subordinate the Action Lien on certain government contracts, task orders and accounts receivable totaling $981,655. During November 2011, $268,345 of the original $1,250,000 accounts receivable securing the note was collected, escrowed and paid directly to the note holder by Action Capital thereby reducing the outstanding balance on the note and the collateral to $981,655 at December 31, 2013. During 2014 the Company paid $100,000 each in April and July reducing the principal on this note to $781,655 as of December 31, 2014. As of June 30, 2016 and December 31, 2015, there was $781,655 of unpaid principal remaining on this note. As of the date of this filing, the Company is currently in violation under terms of the note agreement requiring principal due at the October 31, 2012 maturity date. The Company is current with quarterly interest payments. The holder has not as of the date of this filing invoked his rights under the default provisions of the note. During the quarter ended June 30, 2011, we issued a two year promissory note payable for $200,000 to a shareholder of the Company. The note bears interest of 12% per year. The Company was required to pay interest quarterly on a calendar basis starting with a pro-rata interest payment on June 30, 2011. On May 15, 2013 the maturity date, the principal amount of $200,000 became due along with any unpaid and accrued interest. The Company is not in compliance with the terms of the note. As of June 30, 2016 and December 31, 2015, there was $200,000 of unpaid principal remaining on this note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note. On January 23, 2012, we issued several promissory notes to private investors with face values totaling $198,000. The proceeds from the notes totaled $175,000. The discount of $23,000 has been recorded as a deferred financing fee and amortized over the life of the note. The notes bear interest of 12% per year. The Company is required to pay interest quarterly on a calendar basis starting with a pro-rata interest payment on June 30, 2012. During the quarter ended June 30, 2014, the Company paid in cash the principal owed on two of the notes totaling $113,636 leaving a remaining principal balance owed of $84,364 as of June 30, 2016 and December 31, 2015. On January 23, 2014 the maturity date, the principal amounts of the notes were due along with any unpaid and accrued interest. As a result, Company is not in compliance with the terms of the note. The holder has not as of the date of this filing invoked his rights under the default provisions of the note. During November 2015, the Company issued a secured bridge note to an investor for $580,000, with an original due date of May 2, 2016, for which $355,174 of net proceeds were received. Of the $580,000; $58,000 was an original issue discount, $29,000 was used for placement fees and legal expenses and $137,826 was used to pay the remaining principal and accrued interest outstanding on the March 2015 note. In addition, the Company issued 1,862,500 shares of common stock ($55,875 based on the closing price of the stock on the date of closing) to the Lender. The original issue discount, the value of the 1,862,500 shares and the placement and legal fees were recorded as a debt discount. The debt discount associated with the origination of the note was amortized in full as of May 2, 2016 using the effective interest method. The carrying balance of this note at May 2, 2016 was $600,000. On April 27, 2016, the maturity date of this note was extended from May 2, 2016 to July 2, 2016. As consideration, the Company agreed to increase the original issue discount of the note by $20,000, thereby increasing the principal balance to $600,000, and to issue 1,000,000 common shares at a fair value of $80,000 to the investor. The original issue discount and the value of the 1,000,000 shares were recorded as a debt discount. On June 30, 2016, the maturity date of this note was extended from July 2, 2016 to November 2, 2016. As consideration, the Company agreed to increase the original issue discount of the note by $20,000, thereby increasing the principal balance to $620,000, and to issue 2,000,000 common shares at a fair value of $120,000 to the investor. The original issue discount and the value of the 2,000,000 shares were recorded as a debt discount. The unamortized debt discount at June 30, 2016 was $140,000. The carrying value of this note at June 30, 2016 was $480,000. During June 2015, we closed on an equipment loan of $67,275 with Royal Bank America Leasing, L.P. The loan is payable monthly at $2,136 per month over a 36 month term with the last payment due in May 2018. The principal balance on this loan as of June 30, 2016 and December 31, 2015 was $44,715 and $53,454 respectively. During October 2015, we closed on an equipment loan of $61,783 with Royal Bank America Leasing, L.P. The loan is payable monthly at $1,941 per month over a 36 month term with the last payment due in September 2018. The principal balance on this loan as of June 30, 2016 and December 31, 2015 was $45,009 and $56,831 respectively. On February 25, 2016, the Company issued to an investor a promissory note in the aggregate principal amount $375,000 and received $353,000 in gross proceeds (equivalent to a 5% original issue discount of $18,750 and other closing fees of $3,065) (the "Loan"). Additionally, the Company issued 600,000 shares of its common stock to the investor at a fair value of $24,000. The Loan was secured by a first priority security interest in certain of the Company's components and work-in progress. The loan was re-paid in full during May 2016. On April 29, 2016, Lattice entered into a settlement agreement with Global Tel*Link Corporation (GTL) for $2,745,625 related to past due general unsecured (on-demand) liabilities. Per the settlement agreement, Lattice converted the on-demand liability to a promissory note for $2,745,625 carrying an 8% annual interest rate with principal payments due as follows: $250,000 within five business days of the date of the settlement agreement leaving a remaining principal balance owed of $2,495,625, of which, $250,000 will be payable in (7) quarterly principal payments starting July 31, 2016 with any remaining principal balance due under the note by April 30, 2018. The obligations under the promissory note are secured by all of the Companys assets pursuant to the terms of a Security Agreement (subject to pre-existing liens). The principal balance outstanding on this loan as of June 30, 2016 was $2,495,615. Lattice did not make the $299,913 payment due on July 31, 2016, and agreed with GTL to extend the payment due date to August 31, 2016. Lattice made the payment on August 31, 2016. (d) Note Payable Innovisit In conjunction with the purchase of intellectual property and certain other assets of Innovisit on November 1, 2013, Lattice issued a promissory note for $590,000 to Icotech LLC, the owner of Innovisit. Lattice agreed to pay to Icotech; (a) $250,000 on November 30, 2013, (b) four payments of $60,000 on each of January 1, 2014, April 30, 2014, July 31, 2014, and October 31, 2014, and (c) final payment of $100,000 on January 31, 2015. The note bears no interest on the unpaid principal amount and is secured with the intellectual property acquired. In 2016, the Company made cash payments on this note totaling $15,000 leaving $12,734 outstanding as of June 30, 2016, compared to an outstanding balance of $27,734 at December 31, 2015. |