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Note 9 - Debt Obligations
9 Months Ended
Sep. 30, 2013
Notes  
Note 9 - Debt Obligations

 

NOTE 9

DEBT OBLIGATIONS

 

The following is a summary of the Company’s financing arrangements as of September 30, 2013:

 

 

 

 

 

 

9/30/2013

 

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

 

 

 

 

$

18,790,520

 

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

 

 

 

 

 

3,796,404

 

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

 

 

 

 

 

--

 

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

 

 

 

 

 

211,796

 

Dakota Capital Pty Limited, 6% interest, conversion at 90% of market

 

 

 

 

 

115,447

 

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

 

 

 

 

 

168,670

 

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

 

 

 

 

 

130,494

 

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

 

 

 

 

 

200,747

 

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

 

 

 

 

 

16,423

 

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

 

 

 

 

 

3,430

 

Morano, LLC, 6% interest, no conversion discount

 

 

 

 

 

112,086

 

Park Place Capital, LLC, 6% interest, conversion at 90% of market

 

 

 

 

 

5,000

 

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

 

 

 

 

 

15,030

 

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

 

 

 

 

 

123,196

 

Westmount International Holdings Limited, 6% interest, conversion at 90% of market

 

 

 

 

 

60,000

 

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

 

 

 

 

 

90,000

 

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

 

 

 

 

 

2,448,119

 

Viridis Capital, LLC, 6% interest, conversion at 50% of market

 

 

 

 

 

100,000

 

Related Party Debenture, 6% interest, no conversion discount

 

 

 

 

 

161,750

 

Conversion liabilities

 

 

 

 

 

2,504,864

 

Total convertible debentures

 

 

 

 

$

29,103,975

 

 

 

 

 

 

 

 

 

Long term convertible debentures:

 

 

 

 

 

 

 

Gerova Asset Backed Holdings, LP, 2% interest, no conversion discount

 

 

 

 

 

175,000

 

Total long term convertible debentures

 

 

 

 

$

175,000

 

 

 

 

 

 

 

 

 

A total of $26,774,111 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 September 30, 2013 and the Company’s ability to meet such obligations:

 

Year

 

 

 

 

 

Amount

 

2013

 

 

 

 

$

27,866,156

 

2014

 

 

 

 

 

100,000

 

2015

 

 

 

 

 

--

 

2016

 

 

 

 

 

--

 

2017

 

 

 

 

 

--

 

Thereafter

 

 

 

 

 

175,000

 

Total minimum payments due under current and long term obligations

 

 

 

 

$

28,141,156

 

 

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. 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 the 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”). 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. 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 $ 6,350,287 in principal, which assignments reduced the balance due to YA Global alone under the A&R Debenture as of December 31, 2012. In total, $5,726,381 of the portion of the A&R Debenture assigned by YA Global remained outstanding at December 31, 2012. On March 29, 2013, the Company and YA Global entered into an amended forbearance agreement pursuant to which the maturity date of the Company's outstanding debt to YA Global and its assignees was extended to December 31, 2013. The amendment further provided for cash payments by the Company of $200,000 per month and the reimbursement of certain legal costs and expenses. 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.

 

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, 2012 to be $22,263,896 which represented the face value of the debenture plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company recognized an decrease in the in conversion liability relating to the A&R Debenture of $153,280 for assignments and/or repayments during the period and recorded an expense of $17,068 for the accretion of the present value of the conversion liability for the period. The carrying value of the A&R Debenture was $20,656,134 at September 30, 2013, including principal of $18,790,520 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $1,865,614 as of September 30, 2013. Interest expense of $874,627 for the A&R Debenture was accrued for the nine months ended September 30, 2013.

 

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 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 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 nine months ended September 30, 2013, Minority Interest Fund (II), LLC assigned $150,000 of its convertible debt to Magna Group, LLC and $200,000 of its convertible debt to Nicholas J. Morano, LLC.

 

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 13, 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 nine months ended September 30, 2013. 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 $4,546 was recognized during the period.  The carrying value of the Viridis Debenture was $195,455 at September 30, 2013, including principal of $100,000 and the value of the conversion liability. The liability for the conversion feature shall increase from its present value of $95,455 at September 30, 2013 to its estimated settlement value of $100,000 at June 30, 2014.  Interest expense of $2,696 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $4,755,583 which represented the face value of the debenture of $4,280,025 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Andypolo Debenture which resulted in a $53,735 reduction of the fair value of the conversion liability for the period. The carrying value of the Andypolo Debenture was $4,218,227 at September 30, 2013, including principal of $3,796,404 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $421,823 as of September 30, 2013.  Interest expense of $178,952 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $224,435 which represented the face value of the debenture of $201,993 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Stuttgart Debenture which resulted in a $2,230 reduction of the fair value of the conversion liability for the period. During the nine months ended September 30, 2013, $59,400 in principal was converted into common stock, and the Company recognized a reduction in conversion liability at present value of $6,600 for the conversions. The carrying value of the Stuttgart Debenture was $136,882 at September 30, 2013, including principal of $126,343 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $13,613 at September 30, 2013. Interest expense of $5,919 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $205,986 which represented the face value of the debenture of $185,387 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the JMC Debenture which resulted in a $2,313 reduction of the fair value of the conversion liability for the period. The carrying value of the JMC Debenture was $182,858 at September 30, 2013, including principal of $164,572 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $18,286 at September 30, 2013. Interest expense of $7,758 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $4,444 which represented the face value of the debenture of $4,000 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Moran-Hughes Debenture which resulted in a $63 reduction of the fair value of the conversion liability for the period. The carrying value of the Moran-Hughes Debenture was $3,811 at September 30, 2013, including principal of $3,430 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $381 at September 30, 2013. Interest expense of $163 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $90,055 which represented the face value of the debenture of $80,000 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Liben Debenture which resulted in a $1,967 reduction of the fair value of the conversion liability for the period. During the nine months ended September 30, 2013, $74,000 in principal was converted into common stock, and the Company recognized a reduction in conversion liability at present value of $8,088 for the conversions. The balance of the Liben Debenture has been paid in full as of September 30, 2013. Interest expense of $1,493 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $300,729, which represents the face value of the debenture of $270,656 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Circle Strategic Debenture which resulted in a $3,337 reduction of the fair value of the conversion liability for the period. During the nine months ended September 30, 2013, $29,150 in principal was converted into common stock, and the Company recognized a reduction in conversion liability at present value of $3,239 for the conversions. The carrying value of the Circle Strategic Debenture was $235,351 at September 30, 2013, including principal of $211,796 and the value of the conversion $23,497 at September 30, 2013. Interest expense of $10,819 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $83,333 which represented the face value of the debenture of $75,000 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the EFG Debenture which resulted in a $935 reduction of the fair value of the conversion liability for the period. The carrying value of the EFG Debenture was $73,978 at September 30, 2013, including principal of $66,580 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $7,398 at September 30, 2013. Interest expense of $3,138 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $127,778 which represented the face value of the debenture of $115,000 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the EFG Debenture which resulted in a $1,435 reduction of the fair value of the conversion liability for the period.  The carrying value of the EFG Debenture was $113,432 at September 30, 2013, including principal of $102,089 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $11,343 at September 30, 2013. Interest expense of $4,811 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $252,613 which represented the face value of the debenture of $227,352 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Epelbaum Debenture which resulted in a $2,558 reduction of the fair value of the conversion liability for the period. During the nine months ended September 30, 2013, $74,691 in principal was converted into common stock. During the nine months ended September 30, 2013, the Company recognized a reduction in conversion liability at present value of $8,299 for the conversions. The carrying value of the Epelbaum Debenture was $144,992 at September 30, 2013, including principal of $130,494 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $14,404 at September 30, 2013. Interest expense of $6,549 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the year ended December 31, 2011, YA Global assigned an additional $40,750 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, 2012 to be $45,278 which represented the face value of the debenture of $40,750 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the JMC Debenture which resulted in a $508 reduction of the fair value of the conversion liability for the period. The carrying value of the JMC Debenture was $40,195 at September 30, 2013, including principal of $36,175 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $4,020 at September 30, 2013. Interest expense of $1,705 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $20,556 which represented the face value of the debenture of $18,500 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Kesselbrenner Debenture which resulted in a $231 reduction of the fair value of the conversion liability for the period. The carrying value of the Kesselbrenner Debenture was $18,248 at September 30, 2013, including principal of $16,423 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $1,825 at September 30, 2013. Interest expense of $774 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $18,889 which represented the face value of the debenture of $17,000 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company made payments against the Schneider Debenture which resulted in a $220 reduction of the fair value of the conversion liability for the period. The carrying value of the Schneider Debenture was $16,699 at September 30, 2013 including principal of $15,030 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $1,669 at September 30, 2013. Interest expense of $709 for these obligations was accrued for the nine months ended September 30, 2013.

 

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, 2012 to be $78,576 which represented the face value of the debenture of $70,718 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company recognized a reduction in conversion liability at present value of $7,765 for the conversions. During the nine months ended September 30, 2013, the Company made payments against the Yorkville Debenture which resulted in a $93 reduction of the fair value of the conversion liability for the period. The Yorkville Debenture has been paid in full as of September 30, 2013. Interest expense of $527 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the year ended December 31, 2012, YA Global assigned $15,000 in accrued interest to Better Half Bloodstock, Inc. (“Better Half” and the “Better Half Debenture”) and an additional $50,000 in accrued interest during the nine months ended September 30, 2013. Better Half shall have the right, but not the obligation, to convert any portion of the accrued interest 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 Better Half Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Better Half 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 Better Half Debenture at December 31, 2012 to be $16,667, including principal of $15,000 and the value of the conversion liability. During the nine months ended September 30, 2013, YA Global assigned an additional $50,000 in accrued interest to Better Half Bloodstock, Inc which resulted in an additional $5,493 in conversion liability at present value.  During the nine months ended September 30, 2013, the Company recorded an expense of $63 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $1,667 for the conversions related to the first assignment. The carrying value of the Better Half Debenture was $55,556 at September 30, 2013, including principal of $50,000 and the value of the conversion liability. The present value of the liability for the conversion feature for the new assignment has reached its estimated settlement value of $5,556 at September 30, 2013. Interest expense is not being incurred for this obligation.

 

During the nine months ended September 30, 2013, YA Global assigned $60,000 in accrued interest to Park Place Capital, LLC (“Park Place” and the “Park Place Debenture”). Park Place shall have the right, but not the obligation, to convert any portion of the accrued interest 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 Park Place Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Park Place Debenture could result in the note principal being converted to a variable number of the Company’s common shares.  The assignment resulted in recognition of a $6,591 conversion liability at present value. During the nine months ended September 30, 2013, the Company recorded an expense of $76 for the accretion to fair value of the conversion liability for the period and recognized a reduction in conversion liability at present value of $6,180 for the conversions. During the nine months ended September 30, 2013, $55,000 in interest was converted into common stock. The carrying value of the Park Place Debenture was $5,487 at September 30, 2013, including principal of $5,000 and the value of the conversion liability. Interest expense is not being incurred for this obligation.

 

During the nine months ended September 30, 2013 YA Global assigned $115,447 in convertible debt and $115,447 in accrued interest to Dakota Capital Pty Limited atf Dakota SP Master Fund (“Dakota Capital” and the “Dakota Capital Debenture”). Dakota Capital 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 Dakota Capital Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Dakota Capital 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 Dakota Capital Debenture upon assignment to be $128,128 which represented the face value of the debenture of $115,447 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company recorded an expense of $146 for the accretion to fair value of the conversion liability for the period. The carrying value of the Dakota Capital Debenture was $128,274 at September 30, 2013, including principal of $115,447 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $12,827 at September 30, 2013. Interest expense of $5,162 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the nine months ended September 30, 2013 YA Global assigned $60,000 in convertible debt and $40,000 in accrued interest to Westmount International Holdings Limited (“Westmount” and the “Westmount Debenture”). Westmount 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 Westmount Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Westmount 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 Westmount Debenture upon assignment to be $66,591 which represented the face value of the debenture of $60,000 plus the present value of the conversion feature. During the nine months ended September 30, 2013, the Company recorded an expense of $76 for the accretion to fair value of the conversion liability for the period. The carrying value of the Westmount Debenture was $66,667 at September 30, 2013, including principal of $60,000 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $6,667 at September 30, 2013. Interest expense of $1,193 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the year ended December 31, 2012, the Company issued a convertible debenture in the principal amount of $17,500 (the “Consultant Debenture”) in payment for fees incurred to a consultant (“Consultant”).  Consultant shall have the right, but not the obligation, to convert any portion of the convertible debt 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.  The Company accounted for the Consultant Debenture in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the Consultant Debenture could result in the note principal being converted to a variable number of the Company’s common shares.   The balance of the Consultant Debenture was $17,500 at December 31, 2012. As of September 30, 2013, the balance on the Consultant Debenture had been paid in full. Interest expense of $43 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the year ended December 31, 2012, the Company issued a convertible debenture in the principal amount of $175,000 to Gerova Asset Back Holdings, LP (“Gerova” and the “Gerova Debenture”). In consideration if the debenture, 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. 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. The balance of the Gerova Debenture was $175,000 at September 30, 2013. Interest expense of $2,618 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the year ended December 31, 2012, Minority Interest Fund (II), LLC assigned $150,000 of its convertible debt to Magna Group, LLC (“Magna” and the “Magna Debenture”).  Magna 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 Magna Debenture was $125,000 at December 31, 2012.  As of September 30, 2013, the balance on the Consultant Debenture had been paid in full.  Interest expense of $1,207 for these obligations was accrued for the nine months ended September 30, 2013.

 

During the nine months ended September 30, 2013, 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.  During the nine months ended September 30, 2013, $150,000 in principal was converted into common stock.  The balance of the Morano Debenture was $112,086 at September 30, 2013. Interest expense of $6,626 for these obligations was accrued for the nine months ended September 30, 2013.

 

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 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.