XML 67 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6
Note 9 - Debt Obligations
3 Months Ended
Jun. 30, 2012
Note 9 - Debt Obligations:  
Note 9 - Debt Obligations

NOTE 9

DEBT OBLIGATIONS

 

The following is a summary of the Company’s financing arrangements as of June 30, 2012:

 

 

 

 

 

 

6/30/2012

 

Current portion of long term debt:

 

 

 

 

 

 

 

Mortgages and other term notes

 

 

 

 

$

21,743

 

Current portion of convertible notes payable

 

 

 

 

 

50,000

 

Total current portion of long term debt

 

 

 

 

$

71,743

 

 

 

 

 

 

 

 

 

Current portion of convertible debentures:

 

 

 

 

 

 

 

YA Global Investments, L.P., 6% interest, conversion at 90% of market

 

 

 

 

$

21,223,411

 

Andypolo, LP, 6% interest, conversion at 90% of market

 

 

 

 

 

4,391,643

 

Barry Liben, 6% interest, conversion at 90% of market

 

 

 

 

 

97,500

 

Circle Strategic Allocation Fund, LP, 6% interest, conversion at 90% of market

 

 

 

 

 

282,968

 

EFG Bank, 6% interest, conversion at 90% of market

 

 

 

 

 

190,000

 

Epelbaum Revocable Trust, 6% interest, conversion at 90% of market

 

 

 

 

 

294,618

 

JMC Holdings, LP, 6% interest, conversion at 90% of market

 

 

 

 

 

226,137

 

Dr. Michael Kesselbrenner, 6% interest, conversions at 90% of market

 

 

 

 

 

18,500

 

David Moran & Siobhan Hughes, 6% interest, conversion at 90% of market

 

 

 

 

 

4,000

 

Susan Schneider, 6% interest, conversions at 90% of market

 

 

 

 

 

20,500

 

Stuttgart, LP, 6% interest, conversion at 90% of market

 

 

 

 

 

257,143

 

Yorkville Advisors (GP), LLC, 6% interest, conversion at 90% of market

 

 

 

 

 

70,718

 

Conversion liabilities

 

 

 

 

 

2,673,688

 

Acutus Capital, LLC, 6% interest, no conversion discount

 

 

 

 

 

790,000

 

Minority Interest Fund (II), LLC, 6% interest, no conversion discount

 

 

 

 

 

2,798,562

 

Viridis Capital, LLC, 6% interest, no conversion discount

 

 

 

 

 

236,319

 

Related Party Debenture, 6% interest, no conversion discount

 

 

 

 

 

203,550

 

Related Party Debenture, 6% interest, no conversion discount

 

 

 

 

 

70,000

 

Total convertible debentures

 

 

 

 

$

0

 

 

 

 

 

 

 

 

 

A total of $31,175,569 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 June 30, 2012 and the Company’s ability to meet such obligations:

Year

 

 

 

 

 

Amount

 

2012

 

 

 

 

$

27,148,881

 

2013

 

 

 

 

 

4,098,431

 

2014

 

 

 

 

 

--

 

2015

 

 

 

 

 

--

 

2016

 

 

 

 

 

--

 

Thereafter

 

 

 

 

 

--

 

Total minimum payments due under current and long term obligations

 

 

 

 

$

31,247,312

 

YA GLOBAL INVESTMENTS, L.P.

 

 

On June 17, 2010, the Company and its subsidiaries signed a series of agreements with YA Global Investments, L.P. (“YA Global”) to reduce convertible debt due from the Company to YA Global (the “YACO Agreements”). On July 30, 2010, the Company and YA Global entered into an agreement pursuant to which the transactions contemplated by the YACO Agreements (the “YA Corn Oil Transaction”) were to close effective August 1, 2010 (the “Effective Date”) subject to satisfaction of certain closing conditions. The conditions to effectiveness of this transaction were satisfied and the transaction was deemed effective for reporting purposes as of February 15, 2011. Since the conditions of closing were not satisfied as of December 31, 2010, the Company’s results of operations for the year ended December 31, 2010 were reported on the basis that the closing of the YA Corn Oil Transaction had not occurred as of such date. The YACO Agreements provided for various GreenShift-owned corn oil extraction facilities based on GreenShift’s patented and patent-pending technologies to be transferred as of August 1, 2010 to a newly formed entity, YA Corn Oil Systems, LLC (“YA Corn Oil”). In exchange, $10,000,000 of the convertible debt issued by GreenShift to YA Global was deemed satisfied as of August 1, 2010. The conditions for the YA Corn Oil Transaction were satisfied as of February 15, 2011, and the Company subsequently earned a performance bonus of $2,486,568 as of February 28, 2011 and another bonus of $2,500,000 as of March 31, 2011. The Company recognized a $5.8 million gain on extinguishment of debt and reduced liabilities for asset retirement obligation and accounts payable by an additional $847,000 as a result of the completion of the YA Corn Oil Transaction. The performance bonuses earned during 2011 were recognized as revenue and applied to reduction of Company’s convertible debt with YA Global pursuant to the terms of the YACO Agreements. Certain indemnification events subsequently occurred, resulting in the Company recording an accrued expense of about $2.1 million during the year ended December 31, 2011. The Company entered into an Amended and Restated Management Agreement with YA Corn Oil on January 17, 2012, pursuant to which the foregoing amounts were reconciled, resulting in the payment to YA Global of such expense in the form of convertible debt. The Company's accrual is evaluated at the completion of each reporting period, and additional expense or income will be recognized in the future should an event come to pass which either justifies reduction or removal of the liquidated damages accrual, or otherwise gives rise to an actual or a potential, but determinable, expense.

In connection with the completion of the YA Corn Oil Transaction, the Company issued YA Global an amended and restated convertible debenture in the amount of $33,308,023, inclusive of previously accrued interest (the “A&R Debenture”). The A&R Debenture matures on December 31, 2012 and bears interest at the rate of 6% per annum. YA Global shall have 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. YA Global 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. The difference between August 1, 2010 date of the YACO Agreements and the February 15, 2011 effective date for reporting purposes resulted in an increased interest expense of $915,464 as of December 31, 2010 that was subsequently, on February 15, 2011, eliminated in connection with the completion of the YA Corn Oil Transaction.

 

During the year ended December 31, 2011, YA Global subdivided the A&R Debenture and assigned to a total of sixteen of its equity-holders portions of the A&R Debenture totaling $6,281,394 in principal, which assignments reduced the balance due to YA Global alone under the A&R Debenture as of December 31, 2011. $6,177,028 of the portion of the A&R Debenture assigned by YA Global remained outstanding at December 31, 2011. 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. The Company had determined the fair value of the A&R Debenture at December 31, 2011 to be $23,525,327 which represented the face value of the debenture plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recognized an decrease in the conversion liability relating to the A&R Debenture of $21,362 for assignments and/or repayments during the period and recorded an expense of $87,667 for the accretion of the present value of the conversion liability for the period. The carrying value of the A&R Debenture was $23,273,879 at June 30, 2012, including principal of $21,223,411 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $2,050,468 at June 30, 2012 to its estimated settlement value of $2,135,936 at December 31, 2012. Interest expense of $645,918 for the A&R Debenture was accrued for the six months ended June 30, 2012.

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”). Prior to September 30, 2011, MIF was entitled to convert the accrued interest and principal of the MIF convertible debenture into common stock of the Company at a conversion price equal to 80% of the lowest daily volume weighted average price for the twenty trading days preceding conversion. During the six months ended June 30, 2012, MIF converted $283,455 of the principal balance and interest due to MIF into 6,528,281 shares of Company common stock. The balance of the MIF Debenture at June 30, 2012 was $2,798,562. Interest expense of $25,827 for these obligations was accrued for the six months ended June 30, 2012.

As of December 31, 2010, the Company had convertible debentures payable to Viridis Capital, LLC in an aggregate principal amount of $518,308 (the “Viridis Debenture”). Prior to September 30, 2011, Viridis was entitled to convert the accrued interest and principal of the convertible debenture into common stock of the Company at a conversion price equal to 90% of the lowest daily volume weighted average price for the twenty trading days preceding conversion. The balance of the Viridis Debenture at June 30, 2012 was $236,319.  Interest expense of $7,119 for these obligations was accrued for the six months ended June 30, 2012,

As discussed more fully in Note 13, 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 Debenture effective September 30, 2011 to extend the maturity date to June 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.

 

These transactions additionally resulted in the issuance of $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 June 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. 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. All of the foregoing amounts remain subject to the terms and conditions of the June 2010 subordination agreement by and between MIF and the Company’s senior lender, which agreement limits transfer of shares issued upon conversion of debt to 5% of the average monthly volume for the Company’s common stock.

OTHER CONVERTIBLE DEBENTURES

 

During the year ended December 31, 2011, YA Global assigned $4,391,643 in convertible debt to Andypolo, LP (“Andypolo” and the “Andypolo Debenture”). Andypolo shall have 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.  The Company accounted for the Andypolo Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Andypolo 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 Andypolo Debenture at December 31, 2011 to be $4,839,710 which represented the face value of the debenture of $4,391,643 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $19,947 for the accretion to fair value of the conversion liability for the period. The carrying value of the Andypolo Debenture was $4,859,657 at June 30, 2012, including principal of $4,391,643 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $468,014  at June 30, 2012 toits estimated settlement value of $487,961 at December 31, 2012. Interest expense of $131,388 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $321,237 in convertible debt to Stuttgart, LP (“Stuttgart” and the “Stuttgart Debenture”). Stuttgart shall have 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.  The Company accounted for the Stuttgart Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Stuttgart 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 Stuttgart Debenture at December 31, 2011 to be $298,795 which represented the face value of the debenture of $271,237 plus the present value of the conversion feature. During the six months ended June 30, 2012, $14,094 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $1,257 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $1,471 for the conversions. The carrying value of the Stuttgart Debenture was $284,488 at June 30, 2012, including principal of $257,143 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $27,345 at June 30, 2012 to its estimated settlement value of $28,571 at December 31, 2012. Interest expense of $7,784 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $263,498 in convertible debt to JMC Holdings, LP (“JMC” and the “JMC Debenture”). JMC shall have 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.  The Company accounted for the JMC Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the JMC 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 JMC Debenture at December 31, 2011 to be $190,214 which represented the face value of the debenture of $170,758 plus the present value of the conversion feature. During the six months ended June 30, 2012, $8,027 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $998 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $832 for the conversions. The carrying value of the JMC Debenture was $205,009 at June 30, 2012, including principal of $185,387 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $19,621 at June 30, 2012 to its estimated settlement value of $20,599 at December 31, 2012. Interest expense of $5,598 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $70,266 in convertible debt to David Moran & Siobhan Hughes (“Moran-Hughes” and the “Moran-Hughes Debenture”). Moran-Hughes shall have 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.  The Company accounted for the Moran-Hughes Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Moran-Hughes 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 Moran-Hughes Debenture at December 31, 2011 to be $77,380 which represented the face value of the debenture of $70,266 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $250 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $6,950 for the conversions. The carrying value of the Moran-Hughes Debenture was $4,414 at June 30, 2012, including principal of $4,000 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $414 at June 30, 2012 to its estimated settlement value of $444 at December 31, 2012. Interest expense of $7,138 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $111,000 in convertible debt to Barry Liben (“Liben” and the “Liben Debenture”). Liben shall have 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.  The Company accounted for the Liben Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Liben 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 Liben Debenture at December 31, 2011 to be $122,225 which represented the face value of the debenture of $111,000 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $554 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $1,418 for the conversions. The carrying value of the Liben Debenture was $107,861 at June 30, 2012, including principal of $97,500 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $10,361 at June 30, 2012 to its estimated settlement value of $10,833 at December 31, 2012. Interest expense of $3,265 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $341,550 in convertible debt to Circle Strategic Allocation Fund, LP (“Circle Strategic” and the “Circle Strategic Debenture”). Circle Strategic shall have 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.  The Company accounted for the Circle Strategic Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Circle Strategic 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 Circle Strategic Debenture at December 31, 2011 to be $376,034 which represented the face value of the debenture of $341,500 plus the present value of the conversion feature. During the six months ended June 30, 2012, $58,532 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $1,560 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $6,068 for the conversions. The carrying value of the Circle Strategic Debenture was $312,995 at June 30, 2012, including principal of $282,968 and the value of the conversion liability.  The liability for the conversion feature shall increase from its present value of $30,026 at June 30, 2012 to its estimated settlement value of $31,441 at December 31, 2012. Interest expense of $8,913

 for these obligations was accrued for the six months ended June 30, 2012.

 

 

During the year ended December 31, 2011, YA Global assigned $75,000 in convertible debt to EFG Bank (“EFG” and the “EFG Debenture”). EFG shall have 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.  The Company accounted for the EFG Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the EFG 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 EFG Debenture at December 31, 2011 to be $82,584 which represented the face value of the debenture of $75,000 plus the present value of the conversion feature.  During the six months ended June 30, 2012, the Company recorded an expense of $374 for the accretion to fair value of the conversion liability for the period. The carrying value of the EFG Debenture was $82,959 at June 30, 2012, including principal of $75,000 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $7,959 at June 30, 2012 to its estimated settlement value of $8,333 at December 31, 2012. Interest expense of $3,366 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned an additional $115,000 in convertible debt to EFG Bank (“EFG” and the “EFG Debenture”). EFG shall have 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.  The Company accounted for the EFG Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the EFG 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 EFG Debenture at December 31, 2011 to be $126,630 which represented the face value of the debenture of $115,000 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $574 for the accretion to fair value of the conversion liability for the period. The carrying value of the EFG Debenture was $127,204 at June 30, 2012, including principal of $115,000 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $12,204 at June 30, 2012 to its estimated settlement value of $12,778 at December 31, 2012. Interest expense of $3,441 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $385,000 in convertible debt to Epelbaum Revocable Trust (“Epelbaum” and the “Epelbaum Debenture”). Epelbaum shall have 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.  The Company accounted for the Epelbaum Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Epelbaum 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 Epelbaum Debenture at December 31, 2011 to be $423,934 which represented the face value of the debenture of $385,000 plus the present value of the conversion feature. During the six months ended June 30, 2012, $48,382 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $1,802 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $9,429 for the conversions. The carrying value of the Epelbaum Debenture was $325,925 at June 30, 2012, including principal of $294,618 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $31,307 at June 30, 2012 to its estimated settlement value of $32,735 at December 31, 2012. Interest expense of $9,827 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $34,000 in convertible debt to Judy Klein (“Klein” and the “Klein Debenture”). Klein shall have 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.  The Company accounted for the Klein Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Klein 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 Klein Debenture at December 31, 2011 to be $37,439 which represented the face value of the debenture of $34,000 plus the present value of the conversion feature. During the six months ended June 30, 2012, $34,000 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $86 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $3,525 for the conversions. As of June 30, 2012, the balance on the Klein Debenture had been paid in full.  Interest expense of $333 for these obligations was accrued for the six months ended June 30, 2012.

During the year ended December 31, 2011, YA Global assigned an additional $40,750 convertible debt to JMC Holdings, LP (“JMC” and the “JMC Debenture”). JMC shall have 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.  The Company accounted for the JMC Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the JMC 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 JMC Debenture at December 31, 2011 to be $44,871 which represented the face value of the debenture of $40,750 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $204 for the accretion to fair value of the conversion liability for the period. The carrying value of the JMC Debenture was $45,074 at June 30, 2012, including principal of $40,750 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $4,324 June 30, 2012 to its estimated settlement value of $4,528 at December 31, 2012. Interest expense of $1,219 for these obligations was accrued for the six months ended June 30, 2012.

During the year ended December 31, 2011, YA Global assigned $18,500 in convertible debt to Dr. Michael Kesselbrenner TTEE Money Purchase Plan (“Kesselbrenner” and the “Kesselbrenner Debenture”). Kesselbrenner shall have 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.  The Company accounted for the Kesselbrenner Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Kesselbrenner 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 Kesselbrenner Debenture at December 31, 2011 to be $20,371 which represented the face value of the debenture of $18,500 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $92 for the accretion to fair value of the conversion liability for the period. The carrying value of the Kesselbrenner Debenture was $20,464 at June 30, 2012, including principal of $18,500 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $1,964 at June 30, 2012 to its estimated settlement value of $2,056 at December 31, 2012. Interest expense of $553 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $10,000 in convertible debt to MD Global Partners, LLC (“MD Global” and the “MD Global Debenture”). MD Global shall have 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.  The Company accounted for the MD Global Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the MD Global 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 MD Global Debenture at December 31, 2011 to be $11,011 which represented the face value of the debenture of $10,000 plus the present value of the conversion feature. During the six months ended June 30, 2012, $10,000 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $26 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $1,037 for the conversions. As of June 30, 2012, the balance on the MD Global Debenture had been paid in full.

 

During the year ended December 31, 2011, YA Global assigned $20,500 in convertible debt to Susan Schneider (“Schneider” and the “Schneider Debenture”). Schneider shall have 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.  The Company accounted for the Schneider Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Schneider 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 Schneider Debenture at December 31, 2011 to be $22,573 which represented the face value of the debenture of $20,500 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $102 for the accretion to fair value of the conversion liability for the period. The carrying value of the Schneider Debenture was $22,676 at June 30, 2012, including principal of $20,500 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $2,176 at June 30, 2012 to its estimated settlement value of $2,278 at December 31, 2012. Interest expense of $277 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, YA Global assigned $28,500 in convertible debt to Saul Skoler (“Skoler” and the “Skoler Debenture”). Skoler shall have 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.  The Company accounted for the Skoler Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Skoler 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 Skoler Debenture at December 31, 2011 to be $31,370 which represented the face value of the debenture of $28,500 plus the present value of the conversion feature. During the six months ended June 30, 2012, $28,500 in principal was converted into common stock. During the six months ended June 30, 2012, the Company recorded an expense of $85 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $2,955 for the conversions. As of June 30, 2012, the balance on the Skoler Debenture had been paid in full. Interest expense of $277 for these obligations was accrued for the six months ended June 30, 2012.

 

During the year ended December 31, 2011, Cascade assigned $70,718 in convertible debt to Yorkville Advisors, LLC (“Yorkville” and the “Yorkville Debenture”). Yorkville shall have 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.  The Company accounted for the Yorkville Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Yorkville 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 Yorkville Debenture at December 31, 2011 to be $77,870 which represented the face value of the debenture of $70,718 plus the present value of the conversion feature. During the six months ended June 30, 2012, the Company recorded an expense of $353 for the accretion to fair value of the conversion liability for the period. The carrying value of the Yorkville Debenture was $78,223 at June 30, 2012, including principal of $70,718 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $7,505 at June 30, 2012 to its estimated settlement value of $7,858 at December 31, 2012. Interest expense of $2,116 for these obligations was accrued for the six months ended June 30, 2012.

ASC 480, Distinguishing Liabilities from Equity, sets forth the requirements for determination of whether a financial instrument contains an embedded derivative that must be bifurcated from the host contract, therefore the Company evaluated whether the conversion feature for Series D Preferred Stock would require such treatment; one of the exceptions to bifurcation of the embedded conversion feature is that the conversion feature as a standalone instrument would be classified in stockholders’ equity. Management has determined that the conversion option would not be classified as a liability as a standalone instrument, therefore it meets the exception for bifurcation of the embedded derivative under ASC 815, Derivatives and Hedging. ASC 815, Derivatives and Hedging, addresses whether an instrument that is not under the scope of ASC 480, Distinguishing Liabilities from Equity, would be classified as liability or equity; one of the factors that would require liability classification is if the Company does

not have sufficient authorized shares to effect the conversion. If a company could be required to obtain shareholder approval to increase the company's authorized shares in order to net-share or physically settle a contract, share settlement is not controlled by the company. The majority of the Company’s outstanding shares of Series D Preferred Stock are owned by Viridis Capital, LLC, an entity controlled by Kevin Kreisler, the chairman and chief executive officer of the Company. If all the Series D shares held by Viridis Capital were converted and exceeded the number of authorized common shares, there would be no contingent factors or events that a third party could bring up that would prevent Mr. Kreisler from authorizing the additional shares. There would be no need to have to go to anyone outside the Company for approval since Mr. Kreisler, through Viridis Capital, is the Company’s majority shareholder. As a result, the share settlement is controlled by the Company and with ASC 815, Derivatives and Hedging. The Company assessed all other factors in ASC 815, Derivatives and Hedging, to determine how the conversion feature would be classified.

 

 

On September 4, 2008, the Company’s subsidiary, GS CleanTech Corporation, entered into a transaction involving the intended issuance of a series of convertible notes totaling $1,734,579 (the “Bridge Loan”), which notes bear interest at a rate 20% per annum and matured on December 31, 2011«4GJ7CTHS  The notes were intended to be converted into shares of GS CleanTech preferred stock at the closing by GS CleanTech of a planned preferred stock financing with GE Energy Financial Services. Although the financing by GE Energy Financial Services never occurred, a $1,259,279 portion of the Bridge Loan was retained by the lenders, who then commenced legal action against the Company to enforce the convertible notes. The lenders’ complaint was dismissed on April 16, 2012, at which time the court ruled that the asserted claims were not enforceable given the absence of a repayment obligation. The lenders’ entire case against the Company was then dismissed with prejudice on July 2, 2012.  Accordingly, the Company has derecognized the reported liability for the convertible notes and related accrued interest, resulting in a $3,057,176 gain on extinguishment of debt.