Note 7 - Debt Obligations | NOTE 7 DEBT OBLIGATIONS The following is a summary of the Companys financing arrangements as of June 30, 2015: 6/30/2015 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 Current portion of convertible debentures YA Global Investments, L.P., 6% interest, conversion at 90% of market $ 10,855,919 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 40,413 Dakota Capital Pty Limited, 6% interest, conversion at 90% of market 714,870 EFG Bank, 6% interest, conversion at 90% of market 117,948 Empire Equity, 6% interest, conversion at 90% of market 113,768 Epelbaum Revocable Trust, 6% interest, conversion at 90% of market 91,252 Highland Capital, 6% interest, conversion at 90% of market 5,600 JMC Holdings, LP, 6% interest, conversion at 90% of market 140,380 Dr. Michael Kesselbrenner, 6% interest, conversions at 90% of market 11,484 David Moran & Siobhan Hughes, 6% interest, conversion at 90% of market 2,399 Morano, LLC, 6% interest, no conversion discount 33,320 Mountainville LTD., 6% interest, conversion at 90% of market 1,190,446 Susan Schneider, 6% interest, conversions at 90% of market 10,510 Minority Interest Fund (II), LLC, 6% interest, no conversion discount 2,229,762 Related Party Debenture, 6% interest, no conversion discount 81,417 Conversion liabilities 1,260,718 Total convertible debentures $ 16,950,206 Long term convertible debentures Gerova Asset Backed Holdings, LP, 2% interest, no conversion discount 175,000 Long Side Ventures, 6% interest, conversion at 90% of market 254,041 Total long term convertible debentures $ 429,041 A total of $16,100,063 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 Companys ability to fulfill its fixed debt service requirements (net of note discounts) as of June 30, 2015 and the Companys ability to meet such obligations: Year Amount 2015 $ 17,056,534 2016 -- 2017 -- 2018 410,574 2019 -- Thereafter -- Total minimum payments due under current and long term obligations $ 17,467,108 YA GLOBAL INVESTMENTS, L.P. 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 Companys 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 Companys 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 Companys 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. 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 2015. 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 2015. 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 Companys 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 six months ended June 30, 2015, the Company recognized a decrease in the conversion liability relating to the A&R Debenture of $143,048 for assignments and/or repayments during the period and $1,805 from conversions of debt into common stock. The carrying value of the A&R Debenture was $11,840,115 at June 30, 2015, including principal of $10,855,919 and the value of the conversion liability. The liability for the conversion feature of $984,196 at June 30, 2015 is equal to its estimated settlement value. Interest expense of $352,231 for the A&R Debenture was accrued for the six months ended June 30, 2015. YA CORN OIL 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 Companys transactions with YA Globals 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 in 2015. ASSIGNEES OF YA GLOBAL INVESTMENTS, L.P. 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 Companys 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 Companys 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. 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 Companys 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 six months ended June 30, 2015, YA Global assigned $1,200,000 to an additional assignee, which resulted in $151,100 in new liabilities. During the six months ended June 30, 2015, the Company made payments against the Assignee Debentures which resulted in a $1,799 reduction of the fair value of the conversion liability for the period, $1,516 in accretion as well as a reduction of $15,528 due to conversions during the period. The carrying value of the Assignee Debentures was $2,765,593 at June 30, 2015, including principal of $2,489,071 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $276,522 as of June 30, 2015. Interest expense of $50,128 for these obligations was accrued for the six months ended June 30, 2015. RELATED PARTY OBLIGATIONS 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 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 Companys obligations (see Note 11 , Related Party Transactions 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 Companys common stock at a rate equal to 100% of the closing market price for the Companys 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 Companys former guaranty agreement with Gerova. The debenture matures on December 31, 2018. The balance of the Gerova Debenture was $175,000 at June 30, 2015. Interest expense of $1,736 for these obligations was accrued for the six months ended June 30, 2015. 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 Companys common stock at 100% of the market price for the Companys common stock at the time of conversion. The balance of the Morano Debenture was $33,320 at June 30, 2015. Interest expense of $991 for these obligations was accrued for the six months ended June 30, 2015. The Company issued a debenture in the amount of $250,000 to Long Side Ventures (LSV) under the terms of the settlement agreement pursuant to which the plaintiff is to receive $150,000 in cash and a debenture in the amount issued during the six months ended June 30, 2015. LSV shall have the right, but not the obligation, to convert any portion of the convertible debenture into the Companys common stock at a rate equal to 90% of the lowest closing bid price for the Companys common stock for twenty days preceding the conversion date. The debenture matures on December 31, 2018. During the six months ended June 30, 2015, the Company recorded $554 in accretion as well as a reduction of $1,370 due to conversions during the period. The carrying value of the Assignee Debentures was $254,041 at June 30, 2015, including principal of $235,574 and the value of the conversion liability. The present value of the liability for the conversion feature was $18,467 as of June 30, 2015. Interest expense of $7,042 for these obligations was accrued for the six months ended June 30, 2015. |