Quarterly report pursuant to Section 13 or 15(d)

DEBT

v2.4.0.8
DEBT
6 Months Ended
Jun. 30, 2014
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
7.
Debt
 
Revolving Line of Credit — The Company has an agreement with TD Bank for a revolving line of credit maturing on November 29, 2014 for up to $1,215,000. The line of credit has a variable rate of interest per annum at the Wall Street Journal prime rate plus 1% (4.25% as of June 30, 2014 and December 31, 2013). The line of credit is collateralized by all of the Company’s assets and is guaranteed by the majority shareholder of the Company. The outstanding balance as of June 30, 2014 and December 31, 2013 was $1,215,000 and $1,015,000 respectively.
 
Santander Bank (formerly Sovereign Bank) Loan Agreement — The Company has a term loan, originally established to provide the Company revolving advances up to $100,000, with an interest rate of 7.74% per annum. The term loan was repaid subsequent to June 30, 2014. The amount outstanding under this term loan was $1,667 and $11,667 as of June 30, 2014 and December 31, 2013, respectively, and has subsequently been repaid in full.
 
Convertible Note — On September 23, 2013, the Company issued a convertible promissory note in the amount of $500,000 to an accredited investor, AAMD LLC, with a maturity date of March 23, 2016, and bearing interest at the rate of 7.0% per annum. Pursuant to the terms of the note, the principal and interest outstanding thereunder automatically converted into 117,567 shares of common stock upon the closing of the IPO at a conversion price equal to 90% of the per-share issuance price of the common stock in the IPO.
  
As of June 30, 2014 and December 31, 2013, the carrying value of the convertible note payable was $495,963 and $472,429, respectively, including $35,301 and $11,767 of accrued interest, respectively.
 
The Company reviewed the terms of convertible debt and equity instruments issued to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. The automatic conversion feature of this promissory note has the economic characteristics of a contingent redemption because the total fair value of shares delivered to settle this feature will always be equal to a fixed amount regardless of the IPO price. Consequently, in substance, the automatic conversion feature has the economic characteristics of a contingent early redemption of the convertible note using shares rather than cash (i.e., stock-settled debt), and represents an embedded derivative instrument under Accounting Standards Codification 815-15-25 that is required to be accounted for separately from the debt instruments.
 
The Company accounted for the automatic conversion feature as a derivative liability to be recorded at fair value at each reporting period. The fair value of the automatic conversion feature at June 30, 2014 and December 31, 2013 was estimated to be $40,063 and $38,142 and is included in other long-term liabilities on the condensed consolidated balance sheets.
 
Maturities of notes payable as of June 30, 2014 are as follows:
 
 
 
 
 
 
Liability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Against
 
 
 
 
 
 
 
 
 
 
 
 
 
Bank
 
 
 
 
 
 
 
 
 
Assets Subject
 
Medical
 
 
 
 
Loan from
 
Loan from
 
Direct
 
 
 
 
Years Ending
 
Santander
 
to Finance
 
Management,
 
Metro
 
Majority
 
AAMD,
 
Capital
 
 
 
 
December 31
 
Bank
 
Lease
 
LLC
 
Medical
 
Shareholder
 
LLC
 
Finance
 
Total
 
2014 (six months)
 
$
1,667
 
$
3,639
 
$
26,412
 
$
307,406
 
$
-
 
$
-
 
$
13,902
 
$
353,026
 
2015
 
 
-
 
 
2,737
 
 
-
 
 
421,989
 
 
735,680
 
 
-
 
 
-
 
 
1,160,406
 
2016
 
 
-
 
 
1,096
 
 
-
 
 
-
 
 
-
 
 
495,963
 
 
-
 
 
497,059
 
Total
 
$
1,667
 
$
7,472
 
$
26,412
 
$
729,395
 
$
735,680
 
$
495,963
 
$
13,902
 
$
2,010,491