Note 7 - Debt Obligations | NOTE 7 DEBT OBLIGATIONS The following is a summary of the Companys financing arrangements as of June 30, 2015: 6/30/2016 Current portion of convertible debentures David Moran & Siobhan Hughes, 6% interest, conversion at 90% of market $ 2,399 Susan Schneider, 6% interest, conversions at 90% of market 10,510 Minority Interest Fund (II), LLC, 6% interest, no conversion discount 1,439,900 Related Party Debenture, 6% interest, no conversion discount 27,532 Total current portion of convertible debentures $ 1,480,341, 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 219,717 Cantrell Winsness Technologies, LLC, 2% interest, conversion at 100% of market 325,000 TRK Management LLC, 6% interest, no conversion discount 100,000 EXO Opportunity Fund, LLC, 6% interest, conversion at 90% of market 4,500,000 Note discount (3,379,617 ) Total long term convertible debentures $ 1,940,100 A total of $6,800,058 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, 2016 and the Companys ability to meet such obligations: Year Amount 2016 $ 1,480,341 2017 4,625,000 2018 694,717 2019 -- 2020 -- Thereafter -- Total minimum payments due under current and long term obligations $ 6,800,058 YA GLOBAL INVESTMENTS, L.P. On December 31, 2015, YA Global Investments, LP ("YA Global") and GreenShift entered into a Settlement Agreement pursuant to which YAGI split its outstanding debt into two debentures, a $14,196,897 debenture and a $5,000,000 debenture; and then accepted, in satisfaction of $14,196,897 of principal and interest accrued on debentures previously issued by GreenShift, a cash payment of $2,000,000, and the execution of a participation agreement by GreenShift and its affiliates. The $5 million debenture was assigned to EXO Opportunity Fund LLC (EXO) on the same date. The participation agreement provides that, for an indefinite term, GreenShift and its subsidiaries will pay to YA Global an amount equal to 15% of all payments received by the Company from any new licensees issued in connection with its intellectual properties, including any amounts awarded in the Companys pending and future infringement matters, net of any legal fees and expenses incurred in obtaining the settlement or award. The balance due to YA Global, including all convertible debt, was paid and satisfied in full as a result of the foregoing transactions. On the same date, GreenShift deposited $400,000 in cash into escrow in anticipation of settling an additional $2,939,000 in principal and interest due from GreenShift to various assignees of YAGI ("YAGI Assignees"). The relevant agreement provided that the YAGI Assignees had until March 31, 2016, to accept their respective share of the settlement amount. As of June 30, 2016, the Company paid a total of $379,574 to all but three of the YAGI Assignees, in settlement of about $2,914,000 in debt elimination, and a gain on extinguishment of debt of $2,551,613. The terms of the $5 million debenture assigned to EXO and the $25,000 balance due to the YA Global assignees noted above are nearly identical. Each debenture bears interest at 6% per annum, and each holder has the right, but not the obligation, to convert any portion of the debenture into GreenShifts common stock at a rate equal to 90% of the lowest daily volume weighted average price of GreenShifts common stock during the 20 consecutive trading days immediately preceding the conversion date. The debentures mature on December 31, 2017. The debentures also contain a buy-in provision in regards to potential cash-settled portion of any conversion. GreenShift accounted for the foregoing debentures in accordance with ASC 815, Derivatives and Hedging GreenShift determined the aggregate value of the YAGI Assignee debentures at December 31, 2015, to be $2,517,902 which represented the aggregate face value of the debentures of $2,263,939 plus the present value of the conversion feature. During the six months ended June 30, 2016, GreenShift negotiated settlements with ten of the YAGI Assignee debentures which resulted in a $249,753 reduction of the fair value of the conversion liability for the period. The carrying value of the YAGI Assignee debentures was $12,909 as of June 30, 2016. The present value of the liability for the conversion feature has reached its estimated settlement value of $1,432 as of June 30, 2016. Interest expense of $386 for these obligations was accrued for the six months ended June 30, 2016. The Company is prohibited under its loan agreements from issuing common shares at prices lower than those afforded to EXO in the absence of EXOs prior consent. The EXO Debenture provides for adjustments to the conversion price to the extent that the Company issues equity at a lower price in the future. As a result, in any such event, EXO would have the right to receive common shares upon conversion of the EXO Debenture at rates equal to the relevant lower rates. A note discount of $5,000,000 and a derivative liability of $7,484,632 were recorded at the time of the assignment. The Company accounted for the EXO Debenture in accordance with 815-40, Derivatives and Hedging 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 Debentures). Effective October 1, 2015, MIF assigned $557,500 of its convertible debt to EXO (the EXO Debenture). As of December 31, 2015, MIF assigned $100,000 of its balance to TRK Management LLC. During the six months ended June 30, 2016, $67,929 in principal was converted into common stock. As of June 30, 2016, the balance of the MIF Debenture was $1,439,900. During the year ended December 31, 2015, the Company issued a $400,000 convertible debt to Cantrell Winsness Technologies, LLC (CWT and the CWT Debenture) in exchange for all amounts accrued under the technology agreement and CWTs interest in the Series F Preferred Stock. CWT shall have the right, but not the obligation, to convert any portion of the convertible debenture into the Companys common stock at $0.001 per share. The CWT Debenture matures December 31, 2018. During the six months ended June 30, 2016, the Company paid CWT a total of $75,000. The balance of the CWT Debenture was $325,000 at June 30, 2016. 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. The Gerova Debenture matures December 31, 2018. 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 balance of the Gerova Debenture was $175,000 at June 30, 2016. Interest expense of $1,745 for these obligations was accrued for the six months ended June 30, 2016. Effective December 31, 2015, Minority Interest Fund (II), LLC assigned $100,000 of its convertible debt to TRK Management, LLC (TRK and the TRK Debenture). TRK 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 maturity date on the TRK Debenture has been extended to December 31, 2018. The balance of the TRK Debenture was $100,000 at June 30, 2016. Interest expense of $2,992 for these obligations was accrued for the six months ended June 30, 2016. |