Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.7.0.1
Debt
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Debt

8. Debt

 

Opus — On September 2, 2015, the Company entered into a credit agreement with Opus. Opus extended a credit facility totaling $10 million to the Company, inclusive of $8 million of term loans and a $2 million revolving line of credit. The Company’s obligations to Opus are secured by substantially all of the Company’s domestic assets and 65% of the shares in its offshore subsidiaries.

 

The interest rate on all Opus loans was initially equal to the higher of (a) the prime rate plus 1.75% and (b) 5.0%. The commitment fee on the unused portion of the revolving line of credit is 0.5% per annum. As a result of an amendment made to the Opus credit agreement in March, 2017, on June 30, September 30 and December 31, 2017, the interest rate on the Opus debt increases in steps by a total of 3.5% from prime plus 1.75% as of March 31, 2017 to prime plus 5.25% on January 1, 2018. The term loans are scheduled to be fully paid on September 1, 2018 as a result of the additional payments made to Opus during the quarter and the current repayment schedule. The revolving line of credit will also terminate on September 1, 2018, unless extended. Beginning October 1, 2016 the term loans require total monthly principal payments of approximately $222,000 per month until the term loans are fully repaid. As of June 30, 2017, the term loans and the $2 million line of credit have been fully utilized and the required principal and interest payments were made.

 

In connection with the September 2015 Opus debt agreement and all subsequent amendments, the Company paid approximately $667,000 of fees and issued warrants for Opus to purchase 200,000 shares of its common stock. The warrants have a strike price equal to $5.00 per share, a seven year exercise window, piggyback registration and net exercise rights, and were valued at approximately $156,000. The Opus credit agreement contains various covenants and conditions governing the long term debt and the revolving line of credit.

 

During March 2017, the Company amended its agreement with Opus whereby the asset coverage ratio covenant was removed and replaced with a requirement to maintain a month-end cash balance of at least $1 million. There is also a provision for a minimum balance during the month, as well as the ability to go below the minimum as long as the balance recovers in 5 days. The new covenants also contain minimum revenue and adjusted EBITDA requirements, as defined in the agreement. Additionally, as the Company raises additional capital through a sale of equity, a portion of the net proceeds must be used to pay down the term loans. During the quarter ended June 30, 2017, approximately $2.8 million was repaid to Opus from the proceeds of the equity sales. As of June 30, 2017, the Company was in compliance with all the covenants contained in the Opus credit agreement.

 

Total debt issuance costs through June 30, 2017 were $667,000 and recorded as an offset to the face amount of the loan. Discounts from the face amount of the loan are amortized over the life of the loan, adjusted for prepayments, using the effective interest rate method. As a result of the loan discounts, the effective interest rate on the borrowings from Opus as of June 30, 2017 is approximately 10.6%.

 

The term loans at June 30, 2017 are recorded at their accredited value and consist of the following:

 

Face amount of the loans   $ 3,193,627  
Unamortized debt issuance costs     (391,174 )
Unamortized discount on loan fees     (54,739 )
Unamortized discount of amount allocated to warrants     (92,217 )
Balance at June 30, 2017   $ 2,655,497  

 

Prudential Deferred Purchase Price — As a result of the MediGain transaction, the Company has an unsecured obligation for the remainder of the purchase price of $5 million, which is due during 2017. On March 29, 2017 the Company received a letter from Prudential that demanded immediate payment of the $3 million portion of the MediGain acquisition consideration that was due on that date, together with accrued interest at 18%, and expressing Prudential’s intention to collect on said amounts. The balance of $2 million was due on May 15, 2017. The Company is continuing to negotiate a mutually agreeable payment plan which is subject to the approval of our senior secured lender.

 

Vehicle Financing Notes — The Company financed certain vehicle purchases both in the United States and in Pakistan. The vehicle financing notes have 3 to 6 year terms and were issued at current market rates.

 

Maturities of the outstanding notes payable, the term loans and other obligations as of June 30, 2017 are as follows:

 

Years ending
December 31
    Vehicle
Financing
Notes
    Opus Term
Loans
    Prudential
Payable
    Total  
2017 (six months)     $ 39,502     $ 1,333,333     $ 5,000,000     $ 6,372,835  
2018       69,967       1,860,294       -       1,930,261  
2019       50,281       -       -       50,281  
2020       39,966       -       -       39,966  
2021       18,385       -       -       18,385  
Thereafter       12,437       -       -       12,437  
Total     $ 230,538     $ 3,193,627     $ 5,000,000     $ 8,424,165