Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.5.0.2
Debt
9 Months Ended
Sep. 30, 2016
Debt Disclosure [Abstract]  
Debt

8. Debt

 

Opus Bank — On September 2, 2015, the Company entered into a credit agreement with Opus. Opus extended three credit facilities totaling $10 million to the Company, inclusive of the following: (1) a $4 million term loan; (2) a $2 million revolving line of credit; and (3) an additional $4 million of term loans that were issued subsequent to September, 2015.  

 

The Company’s obligations to Opus are secured by substantially all of the Company’s domestic assets and 65% of the shares in its Pakistan subsidiary.

 

The interest rate on all Opus loans will equal the higher of (a) the prime rate plus 1.75% and (b) 5.0%. The commitment fee on the unused revolving line of credit is 0.5% per annum. The term loans mature on September 1, 2019 and the revolving line of credit will terminate on September 1, 2018, unless extended. As of September 30, 2016, all of the term loans and the line of credit have been fully utilized. Beginning October 1, 2016 the term loans require total monthly principal payments of $222,222 per month through the end of the loan period.

 

In connection with the Opus debt, the Company paid $100,000 of fees and issued warrants for Opus to purchase 100,000 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. The fees paid and warrants issued to Opus were recorded as a debt discount. The warrants were classified as equity instruments and are included in additional paid-in capital in the condensed consolidated balance sheet.

 

The Opus credit agreement contains various covenants and conditions governing the long term debt and line of credit. As of September 30, 2016, the Company was in compliance with all the covenants contained in the Opus credit agreement. During July 2016, the Opus credit agreement was modified to amend covenants regarding certain financial ratios to be maintained during the remaining term of the loan, providing the Company with additional flexibility. In exchange for the modification, the Company paid a fee of $25,000 to Opus and issued additional warrants for Opus to purchase 100,000 shares of its common stock at a strike price equal to $5.00 per share, with similar terms to the previous warrants issued. The additional warrants were valued at approximately $52,000 and have been accounted for similarly to the previous warrants.

 

Total debt issuance costs were $627,000 and recorded as an offset to the face amount of the loans. During the nine months ended September 30, 2016 approximately $92,000 of the debt issuance costs were capitalized in connection with the final portion of the additional $4 million term loan received in the period. Discounts from the face amount of the loans are amortized over 4 years using the effective interest rate method. As a result of the loan discounts, the effective interest rate on the borrowings from Opus as of September 30, 2016 is approximately 7.61%.

 

The Opus term loans at September 30, 2016 are recorded at their accredited value and consist of the following:

 

Face amount of the loans   $ 8,000,000  
Unamortized debt issuance costs     (487,193 )
Unamortized discount on loan fees     (74,858 )
Unamortized discount of amount allocated to warrants     (126,066 )
Balance at September 30, 2016   $ 7,311,883  

 

Vehicle Financing Notes — The Company financed certain vehicle purchases both in the United States and in Pakistan. The vehicle financing notes have 3 to 5 year terms and were issued at current market rates.

 

Insurance Financing — The Company financed certain insurance purchases over the term of the policy life. The interest rate charged is 6.5%.

 

Obligation for customer relationships — During November 2015, the Company purchased customer relationships from a medical billing company for $435,000. The remaining amount of $125,000 is anticipated to be settled during 2016. 

 

Maturities of the outstanding notes payable, term loans and other obligations as of September 30, 2016 are as follows:

 

Years ending
December 31
  Vehicle
Financing
Notes
    Opus Bank
Term Loans
    Insurance
Financing
    Obligation for
Customer
Relationships
    Total  
2016 (three months)   $ 17,302     $ 666,666     $ 77,965     $ 125,000     $ 886,933  
2017     71,459       2,666,667       105,939       -       2,844,065  
2018     62,184       2,666,667       -       -       2,728,851  
2019     41,941       2,000,000       -       -       2,041,941  
Thereafter     39,896       -       -       -       39,896  
Total   $ 232,782     $ 8,000,000     $ 183,904     $ 125,000     $ 8,541,686