Annual report pursuant to Section 13 and 15(d)

Convertible Notes

v3.10.0.1
Convertible Notes
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Convertible Notes
10.
Convertible Notes
 
As described more completely under the caption “Interstate Battery Agreements” below in Note 13, the Company issued to Interstate Battery System International, Inc. and its wholly-owned subsidiary (collectively “Interstate Battery”) a convertible note with a face amount of $5.0 million and interest of 11% per annum due May 25, 2019. The note is convertible at $7.12 per share of common stock. The Company allocated the proceeds from the Interstate Battery agreements to the convertible note, common stock and warrants comprising the financing agreements based on the relative fair value of the individual securities on the May 24, 2016 closing date of the agreements. Additionally, the convertible notes contained an embedded conversion feature having intrinsic value at the issuance date, which value the Company treated as an additional discount attributed to the convertible note, subject to limitations on the absolute amount of discount attributable to the convertible notes and its allocated value. The Company recorded a corresponding credit to additional paid-in capital attributable to the beneficial conversion feature (“BCF”). The discounts attributable to the convertible note, an aggregate of $4,975,000, are being amortized using the effective interest method over the three-year term of the note, maturing on May 24, 2019. Because the discount on the convertible note exceeds 99% of its initial face value, and because the discount is amortized over the period from issuance to maturity, the calculated effective interest rate is 184.75% per annum.
 
Interest cost on the note for the years ended December 31, 2018, 2017 and 2016 totaled $0.7 million, $0.6 million and $0.3 million, respectively. Amortization of the note discount for the years ended December 31, 2018, 2017 and 2016 totaled $2.0 million, $0.4 million and $0.1 million, respectively. Amortization of the deferred financing costs, more fully described in Note 13, totaled $47,000, $48,000 and $27,000 for the years ended December 31, 2018, 2017 and 2016, respectively.
 
The convertible note payable is comprised of the following (in thousands):
 
 
December 31,
 
 
2018
 
2017
 
 
 
 
 
Convertible note payable
 
$
5,000

 
$
5,000

Accrued interest
 
1,651

 
961

Deferred financing costs, net
 
(20
)
 
(67
)
Note discount
 
(2,556
)
 
(4,562
)
 
 
 
 
 
Less current portion
 
$
4,075

 
$

 
 
 
 
 
Convertible note payable, non-current portion
 
$

 
$
1,332


 
As of December 31, 2018, the Interstate Battery convertible note’s “if-converted value” did not exceed its principal amount. As further described in Note 19 - Subsequent Events. This note was fully paid off in January 2019.