Convertible Debentures, Derivative Liability and Debt Discount | 5. Convertible Debentures, Derivative Liability, and Debt Discount The following is a summary of the Companys convertible debenture arrangements: Convertible debentures: Initial Conversion Price June 30, 2013 December 31, 2012 Due December 2010 5% 0.50 $ 592,000 $ 592,000 Due December 2010 12% 0.45 570,000 570,000 Due December 2010 5% 0.50 921,000 921,000 Due December 2011 12% 0.45 4,000,000 4,000,000 Debt discount - - - Total convertible debentures $ 6,083,000 $ 6,083,000 The convertible debentures (debentures), plus accrued interest are convertible into common stock of the Company at a conversion rate generally based on the lower of $500 or 90% of the average of the three lowest closing market prices of the Companys stock for the thirty days preceding conversion, subject to adjustment and beneficial ownership limitations. The following is a summary of the Companys senior secured convertible debenture arrangements: Senior secured convertible debentures: Initial Conversion Price June 30, 2013 December 31, 2012 Due August 2012 9% 0.65 $ 27,641,000 $ 27,641,000 Due August 2012 9% 0.45 650,000 650,000 Due August 2012 9% 0.45 120,000 120,000 Due December 2013 9% 0.45 910,000 910,000 Due December 2013 9% 0.45 172,000 172,000 Due December 2013 9% 0.45 200,000 200,000 Due December 2013 9% 0.45 25,000 25,000 Due December 2013 9% 0.45 25,000 25,000 Due December 2013 9% 0.45 50,000 50,000 Due December 2013 9% 0.45 50,000 50,000 Due December 2013 9% 0.45 75,000 75,000 Due December 2013 9% 0.45 100,000 100,000 Due December 2013 9% 0.45 50,000 - Due December 2013 9% 0.45 50,000 - Due December 2013 9% 0.45 50,000 - Due December 2013 9% 0.45 25,000 - Due December 2013 9% 0.45 200,000 - Due December 2013 9% 0.45 25,000 - Debt discount - (391,000 ) (405,000 ) Total senior secured convertible debentures $ 30,027,000 $ 29,613,000 The senior secured convertible debentures (senior debentures), plus accrued interest are convertible into common stock at various conversion rates which are subject to adjustment and beneficial ownership limitations. The conversion rates are subject to reduction based on the volume weighted average price (VWAP) for the period preceding the conversion date or other date of determination, based upon the contractual provisions included in the debenture agreements. The senior debentures are secured by a Guaranty and Security agreement dated August 17, 2010 provided by Westport Energy and Westport Acquisition provided to NEC and YA Global pursuant to which the guarantors unconditionally and irrevocably guarantee the full payment and performance of obligations the Company owes to NEC. In addition, the grantors of the security agreement grant to NEC security interest in all the assets and personal property of each grantor in order to secure the obligations under the NEC note. In May 2013, the Company issued a senior secured convertible debenture to YA Global in the principal amount of $200,000. The debenture was issued in consideration for the assignment from YA Global to the Company of a debenture issued by another entity to YA Global with an original principal amount of $150,000 plus accrued interest of $14,831. The Company recognized the remaining $35,169 as a financing fee included as interest expense. Technical default As of June 30, 2013 the Company is not compliant with the repayment terms of the convertible notes and is in technical default. The senior secured convertible debentures have cross-default provisions within the agreement, which necessitated their classification as a current liability. All convertible debentures are currently due and the Company continues to work with the note holders to remediate the default. Derivative Liability Conversion Option Price protection features of the convertible debentures required the Company to treat the conversion options in the Companys senior secured convertible debentures and convertible debentures as a derivative liability. The Company used the Black-Scholes option pricing model to calculate the fair value of the conversion options. Assumptions utilized to calculate the fair value of the derivative liability were as follows: June 30, 2013 December 31, 2012 Risk Free Interest Rate 1 % 1 % Volatility 74 % 47 % Term .4 years .9 years Dividend Rate 0 % 0 % Closing Price of Common Stock $ 0.50 $ 0.50 |