NOTE 8 - DEBT | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
NOTE 8 – DEBT |
|
Credit Facility and Notes Payable |
|
The Company’s notes payable at September 30, 2014 and December 31, 2013 were as follows: |
|
| | September 30, | | | December 31, | |
| | 2014 | | | 2013 | |
| | | | | | |
Credit facility | | $ | 8,072,693 | | | $ | 8,222,693 | |
Notes issued pursuant to private placement of securities | | | 400,000 | | | | 555,000 | |
Notes issued pursuant to private placement of securities – related parties | | | 100,000 | | | | 100,000 | |
Less: debt discount on private placement of notes | | | — | | | | (87,725 | ) |
Other term notes | | | 56,845 | | | | 79,582 | |
Notes payable outstanding | | | 8,629,538 | | | | 8,869,550 | |
Less: Current maturities | | | (8,629,538 | ) | | | (8,869,550 | ) |
Notes payable – noncurrent | | $ | — | | | $ | — | |
|
On July 22, 2011, the Company entered into a $25 million senior secured revolving line of credit (“Credit Facility") with Prosperity Bank (formerly F&M Bank and Trust Company) that, under its original terms, was to mature on July 22, 2013. The interest rate was the Prosperity Bank Base Rate plus 1% subject to a floor of 5.75%, payable monthly. During the year ended December 31, 2012, the maturity was extended to July 22, 2014. At September 30, 2014 and December 31, 2013, the interest rate was 5.75%. A 2.00% annual fee is applicable to letters of credit drawn under the Credit Facility. |
|
The Credit Facility provided financing for the 2011 acquisition of TNR, working capital for field enhancements, and general corporate purposes. The Credit Facility was originally subject to an initial borrowing base of $10,500,000 which was fully utilized by the Company with the completion of the acquisition of TNR. The Company obtained letters of credit in the amount of $4,704,037 that were provided to the State of Louisiana to secure asset retirement obligations associated with the properties. $5,693,106 was funded to MEI to complete the transaction, provide working capital for field enhancements and for general corporate purposes. In addition, MEI paid a $102,877 loan origination fee which is being amortized over the life of the loan. The borrowing base is subject to two scheduled redeterminations each year. Loans made under this credit facility were secured by TNR’s proved developed producing reserves (“PDP”) as well as guarantees provided by the Company, MEI, and the Company’s other wholly-owned subsidiaries. Monthly commitment reductions were initially set at $150,000 beginning November 22, 2011, and continuing until the first redetermination on or about April 1, 2012. At the first redetermination, the Company was relieved of its obligation to make monthly commitment reductions, and its borrowing base was increased from $10,500,000 to $13,500,000. Future principal reduction requirements, if any, will be determined concurrently with each semi-annual redetermination. In September 2012, Prosperity Bank performed a second redetermination and increased the Company’s borrowing base from $13,500,000 to $14,500,000. In addition, the term of the note was extended from July 22, 2013 to July 22, 2014. In December 2012, the Company drew an additional $4 million from its Credit Facility, resulting in an outstanding principal balance of $9,195,963. |
|
On May 1, 2013, Prosperity Bank performed a redetermination of the Credit Facility and reduced the Company’s borrowing base from $14,500,000 to $13,375,000 and reinstated its requirement that the Company make monthly principal reduction payments of $75,000 until reset by F&M at the next scheduled redetermination of the Borrowing Base on or around October 1, 2013. As a result of the reduction in the borrowing base, Prosperity Bank determined the existence of a Borrowing Base deficiency of $450,000. The Company elected, pursuant to terms of its Loan Agreement with Prosperity Bank to make six equal monthly payments of $75,000, beginning May 22, 2013, to reduce the deficiency to an amount equal to the Borrowing Base. |
|
Effective October 1, 2013, Prosperity Bank and the Company entered into the Second Amendment to the Loan Agreement dated July 22, 2011 as previously amended on September 21, 2012 (the “Amendment”). The Amendment provided for the reduction of the Borrowing base by $675,000 to $12,700,000 from $13,375,000; reset monthly repayments of principal to $50,000 per month until the next scheduled redetermination to occur on or about April 1, 2014, and required that general and administrative expense not exceed 27% of revenue for any two consecutive quarters. During the nine months ended September 30, 2014, the Company repaid $150,000 of principal on the credit facility. |
|
On April 10, 2014, in contemplation of the sale of additional Class A Units in TNRH to Gulfstar and the acquisition of properties in Woodson County, Kansas, the Company entered into the Fifth Amendment to Loan Agreement and other associated documents with Prosperity Bank (“Lender”). Terms of the amendment and associated documents include: |
|
| · Letters of credit issued by Lender originally for the account of TNR and subsequently amended for the account of MGC were excluded from the definition of “Letters of Credit” under the Loan Agreement (“Excluded LC’s), meaning that these letters of credit shall no longer constitute borrowings by MEI under the Loan Agreement. | | | | | | | |
|
| · A First Amendment to the Security Agreement and a First Amendment to the Mortgage, Collateral Assignment, Security Agreement and Financing Statement amending the original of those documents dated July 22, 2011 (“Amended Security Agreement and Mortgage”) was entered into by which the properties and all associated collateral located in the Lake Hermitage Field shall thereafter secure only the obligations of MGC related to the Excluded LC’s, and the remaining properties and all associated collateral covered by the Amended Security Agreement and Mortgage shall continue to secure all secured obligations other than the Excluded LC’s. | | | | | | | |
|
| · The Guaranties of the Loan Agreement by TNR and MGC were released. | | | | | | | |
|
| · TNRH delivered to Lender a Restated Guaranty limiting TNRH’s obligation under the Restated Guaranty to a maximum amount of $4.6 million (“Limitation Amount”). | | | | | | | |
|
| · In the event, for any reason, that TNRH pays Lender the Limitation Amount in satisfaction of Mesa Energy, Inc.’s (“Borrower”) outstanding indebtedness on the Revolving Loan, Lender shall deliver to TNR a partial release of the Louisiana Mortgage and Security Agreement with the only remaining obligations of TNRH being related to the Excluded LC’s. | | | | | | | |
|
| · AMC delivered to Lender a mortgage covering the Kansas properties and an Unlimited Guaranty. | | | | | | | |
|
| · The Borrowing Base has been reset by Lender to $8.2 million and our obligation to make monthly principal reduction payments which, as of last redetermination were $50,000 per month, was eliminated. | | | | | | | |
|
| · The Borrowing Base will not be increased until such time as the Louisiana Mortgage and all associated security interests granted by TNR have been released as security for the Loan and TNRH shall have been released from its obligations under the Restated Guaranty. | | | | | | | |
|
The Credit Facility required that 50% of the projected production from the acquired properties be hedged for 24 months at $100 per barrel or above. The Company entered into various commodity derivative contracts with a single counterparty. |
|
On May 30, 2014, the Company entered into the Sixth Amendment to the Loan Agreement with Prosperity Bank by which the Termination Date was extended to September 22, 2014 and Lender consented to the Company’s transfer and novation of its interest in the hedges to TNRH. As a result of the Company’s sale of the controlling interest in TNRH to Gulfstar, TNRH agreed in the Amendment to Unit Purchase Agreement dated April 10, 2014 to assume the hedging contracts between the Company and the counterparty. Prosperity Bank agreed to the Company transferring and novating its interest in its hedges to TNRH in the Sixth Amendment to the Loan Agreement dated July 22, 2011, on May 30, 2014, see NOTE 6. |
|
Effective July 22, 2014, the Company entered into an Amendment to the Revolving Promissory Note with Prosperity Bank by which the Maturity Date was extended from September 22, 2014, to November 22, 2014. |
|
At inception of the Credit Facility, deferred financing costs of $102,877 were incurred. For the nine months ended September 30, 2014 and 2013, $13,162 and $16,922, respectively, of amortized deferred financing costs had been recognized as interest expense. At September 30, 2014 and December 31, 2013, $0 and $13,162, respectively, of deferred financing costs remained to be amortized. |
|
The Credit Facility contains covenants with which the Company must maintain compliance, among which are certain ratios. The Company determined that, at September 30, 2014, it was not in compliance with the percentage of general and administrative expense to revenues for the quarter ended September 30, 2014, calculated at 130.71% although required under the Loan Agreement, as amended, to be less than or equal to 27%. The Company was not in compliance with this covenant for the quarters ended March 31, 2014 and June 30, 2014, as well. The Company’s noncompliance with the percentage of general and administrative expense to revenues covenant for two consecutive quarters constitutes an event of default under the Loan Agreement. Upon an event of default, the entire principal amount of outstanding indebtedness under the Credit Facility, together with all accrued but unpaid interest thereon, shall, at the option of Prosperity Bank, be matured without further notice and become immediately due and payable. The Company has requested a default waiver from Prosperity Bank relating to the Company’s noncompliance with this ratio covenant. As of November 13, 2014, the Company has not received any indication from Prosperity Bank whether the waiver will be granted or denied. |
|
For the three and nine months ended September 30, 2014 and 2013, the Company recognized interest expense of $118,317, $146,678, $372,548 and $399,258, respectively, on the Credit Facility. |
|
Private Placement of Notes |
|
On March 20, 2013, the Company offered a private placement of debt pursuant to the provisions of Section 4(a)(2), Section 4(a)(6) and/or Regulation D under the Securities Act of 1933, as amended (the “Private Placement”). Pursuant to the Private Placement the Company offered $300,000 minimum and $4 million maximum of Series A Senior Unsecured Notes carrying an interest rate of 9.625% per annum, payable quarterly, with a maturity date of May 30, 2014 (the “Notes”). Under the terms of the offering, Series D Warrants for common shares were issued at closing. The number of warrants issued was calculated by dividing the face value of each subscriber’s note by $0.75, and each warrant will be exercisable at $0.75 per share beginning September 1, 2013. During the first two quarters of 2013, the Company had received subscriptions for $655,000 ($300,000 of which was acquired in the Armada acquisition) of Notes and issued warrants to purchase 873,333 shares of common stock to subscribers. The Private Placement was closed to additional subscriptions in the second quarter of 2013. The fair value of the warrants, determined as their relative fair value to the notes, calculated using a Black Scholes model, of $248,927 ($103,001 of which was acquired in the Armada acquisition) was recorded as discount on the Notes to be amortized to interest expense using an effective interest rate. Assumptions used in determining the fair values of the warrants were as follows: |
|
| | 2013 | | | | | |
Weighted average grant date fair value | | $ | 0.54 | | | | | |
Discount rate | | | 0.77 | % | | | | |
Expected life (in years) | | | 4.9 | | | | | |
Weighted average volatility | | | 205.74 | % | | | | |
Expected dividends | | $ | — | | | | | |
|
Of the Notes, $100,000 was subscribed by James J. Cerna, Jr., a director of the Company. $39,199 of debt discount was associated with this Note; and warrants exercisable, as described above, for 133,333 shares were issued. $35,000 was subscribed by Marceau Schlumberger, who was a director of the Company at March 31, 2014. Mr. Schlumberger’s note was paid in full during the three months ended June 30, 2014. $962 in interest expense was paid on this Note. $14,645 of debt discount was associated with this Note; and warrants exercisable, as described above, for 46,667 shares were issued. |
|
During the nine months ended September 30, 2014, one of the Notes in the amount of $25,000 attained maturity and was paid in full while three Notes totaling $105,000 were paid in full on April 10, 2014, prior to the maturity date of May 30, 2014. $4,821 in interest expense was paid on these retired Notes. On May 16, 2014, the maturity date of the three remaining Notes, including the $100,000 note subscribed by James J. Cerna, Jr., totaling $500,000 were extended from May 30, 2014, to May 30, 2015. As consideration for this extension, the Company reduced the exercise price of the Series D Warrants held by the remaining holders of the Notes to $0.30 per share and issued an additional Series D Warrant (the “Additional Warrants”) to each of the remaining holders. The Additional Warrants were issued for the purchase of up to the number of shares of common stock of the Company equal to 100% of the quotient of the amount of each of the remaining Notes divided by $1.00. The Additional Warrants are exercisable at a purchase price of $0.30 per share for a period of five (5) years. Deferred financing cost of $8,280 resulted from the reduction of the exercise price. |
|
During the nine months ended September 30, 2014, the Company recognized $40,131 of interest expense on Notes; full amortization of the remaining debt discount resulted in the recognition of $87,726 as interest expense; and $30,808 of deferred financing costs was amortized to interest expense. Of this interest expense, $7,193 on the Note, $16,960 of amortization of debt discount, and $1,796 was attributable to the Notes subscribed by James J. Cerna, Jr., a director of the Company. |
|
During the nine months ended September 30, 2013, the Company recognized interest expense of $31,696 on the Notes, and amortization of the debt discount resulted in the recognition of $105,789 as interest expense. Prior to the acquisition of Mesa on March 27, 2013, $198 of interest expense on the Notes and $5,190 of debt discount amortization were recognized as interest expense, and were allocated to the purchase price of the Acquisition on March 28, 2013. |
|