Note 7 - Debt Obligations | 3 Months Ended |
Mar. 31, 2015 |
Notes | |
Note 7 - Debt Obligations | NOTE 7 DEBT OBLIGATIONS |
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The following is a summary of the Company’s financing arrangements as of March 31, 2015: |
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| | | | | | 3/31/15 | |
Current portion of long term debt: | | | | | | | |
Mortgages and other term notes | | | | | $ | 21,743 | |
Current portion of notes payable | | | | | | 1,345,302 | |
Total current portion of long term debt | | | | | $ | 1,367,045 | |
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Current portion of convertible debentures: | | | | | | | |
YA Global Investments, L.P., 6% interest, conversion at 90% of market | | | | | $ | 12,159,471 | |
Better Half Bloodstock, Inc., 0% interest, conversion at 90% of market | | | | | | 50,000 | |
Circle Strategic Allocation Fund, LP, 6% interest, conversion at 90% of market | | | | | | 40,737 | |
Dakota Capital, 6% interest, conversion at 90% of market | | | | | | 714,870 | |
EFG Bank, 6% interest, conversion at 90% of market | | | | | | 118,895 | |
Empire Equity, 6% interest, conversion at 90% of market | | | | | | 121,913 | |
Epelbaum Revocable Trust, 6% interest, conversion at 90% of market | | | | | | 91,985 | |
Highland Capital, 6% interest, conversion at 90% of market | | | | | | 19,500 | |
JMC Holdings, LP, 6% interest, conversion at 90% of market | | | | | | 141,506 | |
Dr. Michael Kesselbrenner, 6% interest, conversions at 90% of market | | | | | | 11,577 | |
David Moran & Siobhan Hughes, 6% interest, conversion at 90% of market | | | | | | 2,418 | |
Morano, LLC, 6% interest, no conversion discount | | | | | | 33,320 | |
Susan Schneider, 6% interest, conversions at 90% of market | | | | | | 10,594 | |
Minority Interest Fund (II), LLC, 6% interest, no conversion discount | | | | | | 2,257,118 | |
Viridis Capital, LLC, 6% interest, conversion at 50% of market | | | | | | 100,000 | |
Related Party Debenture, 6% interest, no conversion discount | | | | | | 96,917 | |
Conversion liabilities | | | | | | 1,376,091 | |
Total current portion of convertible debentures | | | | | $ | 17,346,911 | |
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Long term convertible debentures: | | | | | | | |
Gerova Asset Backed Holdings, LP, 2% interest, no conversion discount | | | | | | 175,000 | |
Total long term convertible debentures | | | | | $ | 175,000 | |
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A total of $16,145,821 in principal from the convertible debt noted above is convertible into the common stock of the Company. The following chart is presented to assist the reader in analyzing the Company’s ability to fulfill its fixed debt service requirements (net of note discounts) as of March 31, 2015 and the Company’s ability to meet such obligations: |
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Year | | | | | | Amount | |
2015 | | | | | $ | 17,337,866 | |
2016 | | | | | | -- | |
2017 | | | | | | -- | |
2018 | | | | | | 175,000 | |
2019 | | | | | | -- | |
Thereafter | | | | | | -- | |
Total minimum payments due under current and long term obligations | | | | | $ | 17,512,866 | |
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YA GLOBAL INVESTMENTS, L.P. |
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In 2012 the Company and its subsidiaries entered into a series of agreements with YA Global Investments, L.P. (“YA Global”) pursuant to which existing obligations from the Company to YA Global were replaced by an amended and restated convertible debenture in the amount of $33,308,023 (the “A&R Debenture”). The A&R Debenture bears interest at the rate of 6% per annum and provides the holder with the right, but not the obligation, to convert any portion of the A&R Debenture into the Company’s common stock at a rate equal to the lesser of (a) $1.00 or (b) 90% of the lowest daily volume weighted average price of the Company’s common stock during the 20 consecutive trading days immediately preceding the conversion date. A holder of the A&R Debenture will not be permitted, however, to convert into a number of shares that would cause it to own more than 4.99% of the Company’s outstanding common shares. The A&R Debenture is additionally subject to ongoing compliance conditions, including the absence of change of control events and timely issuance of common shares upon conversion. |
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On November 12, 2013, the Company and YA Global Investments, L.P., entered into an amended forbearance agreement pursuant in which the maturity date of the Company's outstanding debt to YA Global and its assignees was extended to December 31, 2014. The amendment further provided for a mandatory prepayment of $500,000 on or before December 15, 2013, cash payments by the Company of $250,000 per month for the first six months of 2014, $261,000 per month for the second six months of 2014 and the reimbursement of certain legal costs and expenses. The Company will also be required to pay an amount equal to twenty percent (20%) of all gross proceeds received from any defendant in any patent infringement litigation, whether now existing or hereafter arising, within one (1) Business Day of receipt. The debt due to YA Global matured on December 31, 2014. Management expects to enter into agreements with YA Global to restructure and extend the maturity of that debt during the second quarter 2015. |
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On December 22, 2014 GreenShift Corporation, its subsidiaries and affiliates, Viridis Capital, LLC and YA Global Investments, L.P. (“YA Global”) entered into a Sixth Amendment to Second Global Forbearance Agreement (the “Amendment”). The Amendment recites that on or about December 12, 2014 YA Global became aware of certain events that are cause for termination of the Forbearance Agreement and enforcement of YA Global's rights in the event of default under the Debenture. Subsequently, Viridis Capital, LLC, the controlling shareholder of GreenShift, took certain actions as a result of the discovery of the termination events, including removal of certain officers and directors of GreenShift. The Amendment states that, in order to facilitate ongoing negotiations between GreenShift and YA Global, YA Global, for itself and its assignees, has agreed to forbear from enforcing its rights and remedies as a result of the termination events until January 31, 2015, unless another termination event occurs. Since that time the parties have been carrying on negotiations aimed at restructuring the loan and extending the maturity date. Management believes that the restructuring and extension will be accomplished in the second quarter of 2015. |
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The Company accounted for the A&R Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the A&R Debenture could result in the note principal being converted to a variable number of the Company’s common shares. During the year ended December 31, 2014, the Company paid $4,529,500 in cash towards the principal balance of the A&R Debenture. During the year ended December 31, 2014, YA Global assigned $1,300,000 of its principal due on the A&R Debenture to four of its equity-holders, which assignment reduced the principal balance due to YA The Company also purchased $686,041 in accrued interest from one of its assignees. The Company had determined the fair value of the A&R Debenture at December 31, 2014 to be $19,675,780 which represented the face value of the debenture plus the present value of the conversion feature. During the three months ended March 31, 2015, the Company recognized a decrease in the conversion liability relating to the A&R Debenture of $10,742 for assignments and/or repayments during the period and $2,687 from conversions of debt into common stock. The carrying value of the A&R Debenture was $13,288,520 at March 31, 2015, including principal of $12,159,471 and the value of the conversion liability. The liability for the conversion feature of $1,129,049 at March 31, 2015 is equal to its estimated settlement value. Interest expense of $181,201 for the A&R Debenture was accrued for the three months ended March 31, 2015. |
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YA CORN OIL |
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In addition to the balance of the A&R Debenture is a promissory note that the Company made in 2012 as a result of certain indemnification obligations that arose from the Company’s transactions with YA Global’s affiliate, YA Corn Oil. The note amount is $1,295,302, accrues interest at 6% and matured on December 31, 2013. YA Corn Oil extended the due date to January 31, 2015. Management expects to enter into agreements with YA Corn Oil to restructure and extend the maturity of that debt during the second quarter 2015. |
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ASSIGNEES OF YA GLOBAL INVESTMENTS, L.P. |
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From time to time since 2011, YA Global has subdivided the A&R Debenture (or its predecessor obligation) and assigned portions to individuals and entities that are equity-holders in YA Global. As of March 31, 2015, twelve assignees of YA Global held debentures with an aggregate balance of $1,323,995 (the “Assignee Debentures”). The terms of the Assignee Debentures are substantially identical. The Assignee Debentures bear interest at 6% per annum, except that debentures in the principal amount of $50,000 that were issued in exchange for assigned accrued interest do not bear interest. The holder of an Assignee Debenture has the right, but not the obligation, to convert any portion of the Assignee Debenture into the Company’s common stock at a rate equal to the lesser of (a) $1.00 or (b) 90% of the lowest daily volume weighted average price of the Company’s common stock during the 20 consecutive trading days immediately preceding the conversion date. The Assignee Debentures matured on December 31, 2014. The ongoing negotiations regarding a restructuring and extension of the A&R Debenture discussed above contemplate that identical modifications would be made to the Assignee Debentures. |
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The Company accounted for the Assignee Debentures in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in each Assignee Debentures could result in the note principal being converted to a variable number of the Company’s common shares. The Company determined the aggregate value of the Assignee Debentures at December 31, 2013 to be $5,149,206 which represented the aggregate face value of the debentures of $4,634,512 plus the present value of the conversion feature. During the three months ended March 31, 2015, the Company made payments against the Assignee Debentures which resulted in a $369 reduction of the fair value of the conversion liability for the period as well as a reduction of $13,106 due to conversions during the period. The carrying value of the Assignee Debentures was $1,471,037 at March 31, 2015, including principal of $1,323,995 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $147,042 as of March 31, 2015. Interest expense of $19,281 for these obligations was accrued for the three months ended March 31, 2015. |
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RELATED PARTY OBLIGATIONS |
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As of December 31, 2010, the Company had convertible debentures payable to Minority Interest Fund (II), LLC (“MIF”) in an aggregate principal amount of $3,988,326 (the “MIF Debenture”) and convertible debentures payable to Viridis Capital, LLC in an aggregate principal amount of $518,308 (the “Viridis 2010 Debenture”). As discussed more fully in Note 17, Related Party Transactions, below, the Company entered into agreements with MIF and Viridis to amend and restate the terms of the MIF Debenture and Viridis 2010 Debenture effective September 30, 2011 to extend the maturity date to September 30, 2013; to eliminate and contribute $502,086 in accrued interest and $1,065,308 of principal; to reduce the applicable interest rate to 6% per annum; to eliminate MIF’s and Viridis’ right to convert amounts due at a discount to the market price of the Company’s common stock; and to reverse various non-cash assignments of debt involving related parties. The restated balances due to MIF and Viridis at September 30, 2011, were $3,017,061 and $237,939, respectively. No interest was payable to either MIF or Viridis after these amendments. MIF received 62,500 shares of Series D Preferred Stock in partial consideration of the contribution of principal and accrued interest and the various other modified terms of MIF’s agreements with the Company. On September 30, 2011, the Company issued $1,090,000 and $351,000 in convertible debt to Acutus Capital, LLC (“Acutus”) and family members of the Company’s chairman, respectively, for cash investments previously provided to the Company. The terms of these debentures provide for interest at 6% per annum, a maturity date of September 30, 2013, and the right to convert amounts due into Company common stock at 100% of the market price for the Company’s common stock at the time of conversion. The foregoing debentures are subject to conditions which limit the transfer of shares issued upon conversion to 5% of the average monthly volume for the Company’s common stock. During the three months ended March 31, 2015, $16,650 in principal was converted into common stock. As of March 31, 2015, the balance of the MIF Debenture was $2,257,118. |
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As of April 1, 2013, the Company issued a $250,000 debenture to Viridis Capital, LLC (“Viridis” and the “Viridis Debenture”) in exchange for full satisfaction of expenses and costs that were incurred by Viridis in connection with its guaranty of the Company’s obligations (see Note 11, Related Party Transactions, below). Viridis shall have the right, but not the obligation, to convert any portion of the Viridis Debenture into the Company’s common stock at a rate equal to the lesser of (a) $1.00 or (b) 50% of the 20 day volume weighted average price of the Company’s common stock during the 20 consecutive trading days immediately preceding the conversion date. $150,000 of the Viridis Debenture was paid during the year ended December 31, 2014. The Company accounted for the Viridis Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Viridis Debenture could result in the note principal being converted to a variable number of the Company’s common shares. The Company determined the value of the Viridis Debenture upon issuance to be $477,273 which represented the face value of the debenture of $250,000 plus the present value of the conversion feature. A $150,000 portion of the Viridis Debenture was assigned to a related party resulting in a $136,364 reduction of the fair value of the conversion liability for the period and accretion of $6,061 was recognized during 2013. The carrying value of the Viridis Debenture was $200,000 at March 31, 2015, including principal of $100,000 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $100,000 at March 31, 2015. Interest expense of $1,479 for these obligations was accrued for the three months ended March 31, 2015. |
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OTHER DEBENTURES |
During the year ended December 31, 2012, the Company incurred $175,000 in convertible debt to Gerova Asset Back Holdings, LP (“Gerova” and the “Gerova Debenture”). Gerova shall have the right, but not the obligation, to convert any portion of the convertible debenture into the Company’s common stock at a rate equal to 100% of the closing market price for the Company’s common stock for the day preceding the conversion date. Gerova delivered a release in favor of the Company in respect of any and all amounts that may have been due under the Company’s former guaranty agreement with Gerova. The debenture matures on December 31, 2018. The balance of the Gerova Debenture was $175,000 at March 31, 2015. Interest expense of $863 for these obligations was accrued for the three months ended March 31, 2015. |
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During the year ended December 31, 2014, Minority Interest Fund (II), LLC assigned $200,000 of its convertible debt to Nicholas J. Morano, LLC (“Morano” and the “Morano Debenture”). Morano shall have the right, but not the obligation, to convert any portion of the accrued interest into the Company’s common stock at 100% of the market price for the Company’s common stock at the time of conversion. The balance of the Morano Debenture was $33,320 at March 31, 2015. Interest expense of $493 for these obligations was accrued for the three months ended March 31, 2015. |
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