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4. Notes Payable
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
4. Notes Payable

In 2016 and 2017, the Company conducted a private placement (the "Offering") of convertible notes ("Notes") and warrants ("Warrants") in which it issued $2.4 million principal amount of Notes and Warrants to purchase up to 2.4 million shares of the Company's common stock at an exercise price of $1.00 per share subject to adjustment. The accounting treatment of derivative financial instruments formerly required that the Company record these instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassessed the classification of its derivative instruments at each balance sheet date. If the classification changed as a result of events during the period, the contract was reclassified as of the date of the event that caused the reclassification.

 

In July 2017, the Financial Accounting Standards Board ("FASB") issued ASU 2017-11, which simplifies the accounting for certain accounting instruments with down round features. This update changed the classification analysis of certain equity-linked financial instruments such as warrants and embedded conversion features such that a down round feature is disregarded when assessing whether the instrument is indexed to an entity's own stock. As a result of this change in the quarter ended March 31, 2018, the Company removed all of the derivative accounting from its financial statements resulting in a gain of $142,857 recognized as a cumulative adjustment to retained earnings on January 1, 2018.

 

Placement agent fees and other origination cost of the Notes are deducted from the carrying value of the Notes, as original issue discount (“OID”). The OID is being amortized over the term of the Notes.

 

As of September 30, 2018, the holders of $400,000 of the Notes had converted them to 800,000 shares of Noble Roman's common stock. The Notes are subordinated to the Company's term loans payable to First Financial Bank (the "Term Loans") which currently mature in 2022. Pursuant to the loan agreement the Notes cannot be repaid while the term loans are outstanding, however, the Notes can be converted to common stock at any time. The Company intends to offer note holders an opportunity to extend the maturity of the Notes to January, 2023 on the current interest rate and convertibility terms.