|9 Months Ended|
Sep. 30, 2015
|Promissory Note [Abstract]|
8. Promissory Note
The Company has an outstanding promissory note in the amount of $445,000 (the Promissory Note) payable to Matthew Proman, the Company's former Executive Vice President and Chief Operating Officer (see Note 9). The Promissory Note originally matured on August 15, 2015, has an annual interest rate of 0.35% and was due and payable in quarterly installments of $137,500 on each of November 15, 2014, February 15, 2015, May 15, 2015, with a final payment of $32,500 payable on August 15, 2015. However, if NAPW (on a stand-alone basis) on any payment date fails to meet certain performance criteria as of the end of the fiscal quarter then most recently ended with respect to gross revenue and net cash from operations, then the Company's obligation to make payments of principal and accrued interest on that date will be deferred to the next payment date that follows the next fiscal quarter end during which NAPW is able to meet such performance criteria, and the maturity date shall be correspondingly extended until such time as the note may be repaid in full. If NAPW (on a stand-alone basis) on any payment date, as of the end of the fiscal quarter then most recently ended, satisfies the gross revenue performance criteria, but fails to satisfy the cash flow performance criteria, then the Company will only be required to make payments of interest and principal to the extent NAPW has positive cash flows from operations equal to or greater than the amount due, as defined in the Promissory Note. The Promissory Note is not convertible or exchangeable for shares of the Company's Common Stock, is unsecured and may be prepaid, in full or in part, at any time by the Company without premium or penalty. The amounts owing under the Promissory Note may be accelerated upon the occurrence of an event of default. NAPW did not meet any of the specified performance criteria during the term of the Promissory Note. Accordingly, payment of the $137,500 due on November 15, 2015 will be deferred until February 15, 2016.
The stated interest rate of the Promissory Note is 0.35%, which was determined to be below the Company's expected borrowing rate of 4.80%, therefore the Promissory Note was discounted by $10,418 using a 4.45% imputed annual interest rate. The discount is being amortized over the term of the Promissory Note as non-cash interest expense in the condensed consolidated statements of comprehensive loss.
The discount was fully amortized at September 30, 2015. Interest expense amounted to $2,995 and $0 for the three months ended September 30, 2015 and 2014, respectively, which includes amortization of debt discount of $2,606 and $0, respectively. Interest expense amounted to $8,981 and $0 for the nine months ended September 30, 2015 and 2014, respectively, which includes amortization of debt discount of $7,814 and $0, respectively. There were no payments made on the Promissory Note during the three and nine months ended September 30, 2015. The Promissory Note, net of the unamortized discount, amounted to $445,000 and $437,186 as of September 30, 2015 and December 31, 2014, respectively.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Reference 1: http://www.xbrl.org/2003/role/presentationRef