Annual report pursuant to Section 13 and 15(d)

Accrued Expenses

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Accrued Expenses
12 Months Ended
Dec. 31, 2014
Payables and Accruals [Abstract]  
Accrued Expenses

9. ACCRUED EXPENSES

 

SUMMARY

 

Accrued expenses consist of the following:

 

    December 31,  
    2014     2013  
             
Registration rights penalty   $ 2,569,788     $ 1,559,838  
Obligation to U.S. Department of Energy     1,833,896       2,316,508  
Accrued consulting fees     936,862       985,122  
Due to Creditors Committee of the Ecotality Estate     1,035,965       -  
Accrued host fees     680,080       356,414  
Accrued public information fee     711,517       -  
Accrued fees     883,707       135,000  
Accrued wages     322,651       23,800  
Warranty payable     196,402       514,000  
Accrued taxes payable     146,577       415,506  
Warrants payable     63,533       1,216,000  
Accrued interest expense     42,202       11,496  
Dividend payable     20,800       -  
Deferred rent     6,564       20,445  
    $ 9,450,544     $ 7,554,129  

 

REGISTRATION RIGHTS PENALTY

 

In connection with the sale of the Company’s common stock and warrants during the year ended December 31, 2013, the Company granted the purchasers and the placement agents registration rights on the common stock and warrants within 60 days of the date of the sale of the stock, as amended. The Stock Purchase Agreement (“SPA”) provided for a penalty provision of 1% of the gross proceeds for each month that the shares are not registered, not to exceed 10%. The Securities and Exchange Commission (“SEC”) notified the Company that it could not review its registration statement until such time as the Company furnished two years of audited financial statements of 350 Green and ECOtality as the acquisitions were deemed significant. The Company sought a waiver of the audit requirement but the SEC denied the granting of a waiver. On February 5, 2015, the holders of a majority of the shares affected by the registration rights penalty granted the Company the option to satisfy the accrued registration rights penalty and related interest as of December 23, 2014 totaling $1,724,823 in Series C Convertible Preferred Stock with a stated value of $100, in lieu of cash. The Company elected this option which required the Company to pay a 20% premium causing the liability to increase to $1,850,188, exclusive of interest of $219,600. On February 10, 2015, the Company issued 20,414 shares of Series C Convertible Preferred Stock and on March 31, 2015, the Company issued the remaining 283 shares of Series C Convertible Preferred Stock.

 

In connection with the sale of the Company’s Series C Convertible Preferred Stock during the year ended December 31, 2014, the Company granted the purchasers registration rights. As of December 31, 2014, the Company was not in a position to furnish two years of audited financial statements of 350 Green and Ecotality to the SEC, therefore the SEC is unable to review any registration statement, if submitted. As a result, the Company accrued $500,000 of Series C Convertible Preferred Stock registration rights penalties, which represents 10% of the final Series C Convertible Preferred Stock issuance dollar amount.

 

OBLIGATION TO U.S. DEPARTMENT OF ENERGY

 

In conjunction with the U.S. Department of Energy (“DOE”) grant, the DOE owns 51% of all property reimbursed under the terms of the grant with a per unit fair value in excess of $5,000 but allows for the grantee to purchase the DOE’s share at the end of the grant. The DOE grant was under novation negotiations and terminated as of December 31, 2013. On August 8, 2014, the DOE notified the Company that it would not novate the DOE grant. On September 2, 2014, the Company was notified by the DOE that the DOE had no property interest in the 93 DCFCs in the Company’s inventory which resulted in a release from liability to the DOE of $482,612.

 

Additionally, the DOE notified the Company that it continues to have a property interest in the 107 installed DCFCs if the fair market value of each DCFC had a market value in excess of $5,000 on October 16, 2013, the date of the Blink purchase agreement approved by the bankruptcy court. The DOE requested documentation describing the data, assumption and methodologies that the Company used to determine the value as of the closing date. The Company provided the DOE with additional documentation and calculations supporting its belief that each DCFC acquired as of the closing date of the Blink purchase agreement approved by the bankruptcy court had a fair market value of less than $5,000. On May 5, 2015, the DOE notified the Company that it agreed with the Company’s analysis and had determined that the DOE’s interest in the DCFCs was extinguished. As a result, the Company plans to reverse the accrued liability in the second quarter of 2015 commensurate with the date of the DOE notification.

 

CONSULTING FEES

 

Accrued consulting fees represent contractual obligations to issue shares of the Company’s common stock and/or cash to consultants for services rendered. The Company is currently contesting whether the services were performed in accordance with the terms of their respective contracts and therefore has not issued the shares and/or paid the cash.

 

DUE TO CREDITORS COMMITTEE OF THE ECOTALITY ESTATE

 

See Note 4 – Acquisitions – Ecotality Estate.

 

ACCRUED HOST FEES

 

Accrued host fees represent amounts due to hosts for revenue sharing and electricity reimbursement in accordance with their respective agreements with the Company.

 

ACCRUED PUBLIC INFORMATION FEE

 

In accordance with the SPA of October 11, 2013 and December 9, 2013, the Company was required to be compliant with Rule 144(c)(1) of the SEC, as defined, so as to enable investors to sell their holdings of Company shares in accordance with the SPA. In the event of the Company’s noncompliance with Rule 144(c)(1) at any time after the six (6) month anniversary of the offering, the investors are entitled to receive a cash fee of 1% of the aggregate subscription amount of the purchaser’s securities, plus an additional 1% for every pro rata 30 day period that the Company is not in compliance. During 2014, the Company was late with several SEC filings resulting in its non-compliance with Rule 144(c)(1). The Company accrued a public information fee of $711,517 as of December 31, 2014.

 

ACCRUED FEES

 

Accrued fees consist of professional, board of director, network fees and other miscellaneous fees.

 

ACCRUED WAGES

 

Accrued wages primarily consist of liabilities associated with the Company’s payroll obligation to its Chief Visionary Officer according to his contract with the Company.

 

WARRANTY PAYABLE

 

The Company provides a limited product warranty against defects in materials and workmanship for its Blink residential and commercial chargers, ranging in length from one to two years. The Company accrues for estimated warranty costs at the time of revenue recognition and records the expense of such accrued liabilities as a component of cost of sales. Estimated warranty costs are based on historical product data and anticipated future costs. Should actual failure rates differ significantly from estimates, the impact of these unforeseen costs would be recorded as a change in estimate in the period identified. Warranty expenses for the years ended December 31, 2014 and 2013 were $287,408 and $131,675, respectively.

 

TAXES PAYABLE

 

Taxes payable consist of accrued sales and use, personal property, payroll and other miscellaneous taxes.

 

WARRANTS PAYABLE

 

In conjunction with the Beam acquisition, the agreement provided for anti-dilution protection to former members of Beam until such time as a former member sells or disposes of all of his CCGI common stock. As specified in the agreement, if the Company issues securities below $1.58 (a “Triggering Event”), the Company is required to issue a one-year warrant to each former member to purchase an additional number of Company common shares at the Triggering Event price. The Company has accrued for warrants payable based on the Triggering Events that have occurred through December 31, 2014, as discussed in Note 13 – Stockholders’ Deficiency. The warrant payable balance at December 31, 2014 and 2013 was $63,533 and $1,216,000, respectively. See Note 12 – Fair Value Measurement for additional details. See Note 17 – Subsequent Events – Equity Issuances for details of warrant issuances subsequent to December 31, 2014.