NOTE 6 - DEBT | 3 Months Ended |
Mar. 31, 2015 |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 – DEBT |
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Credit Facility and Notes Payable |
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The Company’s notes payable at March 31, 2015 and December 31, 2014 were as follows: |
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| | March 31, | | | December 31, | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | |
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Credit Facility | | $ | 3,472,693 | | | $ | 3,472,693 | | | | | | | | | |
Notes issued pursuant to private placement of securities | | | 500,000 | | | | 500,000 | | | | | | | | | |
Other term notes | | | 247,008 | | | | 227,620 | | | | | | | | | |
Notes payable outstanding | | | 4,219,701 | | | | 4,200,313 | | | | | | | | | |
Less: Current maturities | | | (4,219,701 | ) | | | (4,200,313 | ) | | | | | | | | |
Notes payable – noncurrent | | $ | — | | | $ | — | | | | | | | | | |
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Prosperity Bank Credit Facility |
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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. The interest rate was 5.75%. A 2.00% annual fee was applicable to letters of credit drawn under the Credit Facility. |
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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 was to be 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, were to 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. |
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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. |
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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 year ended December 31, 2014, the Company repaid $150,000 of principal on the credit facility. |
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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 included: |
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· | 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 no longer constituted borrowings by MEI under the Loan Agreement. | | | | | | | | | | | | | | | |
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· | 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 thereafter secured 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 continued to secure all secured obligations other than the Excluded LC’s. | | | | | | | | | | | | | | | |
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· | The Guaranties of the Loan Agreement by TNR and MGC were released. | | | | | | | | | | | | | | | |
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· | 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”). | | | | | | | | | | | | | | | |
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· | In the event, for any reason, that TNRH were to pay to Lender the Limitation Amount in satisfaction of Mesa Energy, Inc.’s (“Borrower”) outstanding indebtedness on the Revolving Loan, Lender would 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. | | | | | | | | | | | | | | | |
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· | AMC delivered to Lender a mortgage covering the Kansas properties and an Unlimited Guaranty. | | | | | | | | | | | | | | | |
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· | The Borrowing Base was reset by Lender to $8.2 million and the Company’s obligation to make monthly principal reduction payments which, as of last redetermination were $50,000 per month, was eliminated. | | | | | | | | | | | | | | | |
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· | The Borrowing Base would not be increased until such time as the Louisiana Mortgage and all associated security interests granted by TNR were released as security for the Loan and TNRH was been released from its obligations under the Restated Guaranty. | | | | | | | | | | | | | | | |
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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. |
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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. |
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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. |
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At inception of the Credit Facility, deferred financing costs of $102,877 were incurred. For the three months ended March 31, 2015 and 2014, $0 and $5,641, respectively, of amortized deferred financing costs had been recognized as interest expense. At March 31, 2015 and December 31, 2014, deferred financing costs of $0 remained to be amortized relating to the Credit Facility. |
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Conversion of Prosperity Bank Credit Facility to Term Loan (“Term Loan”) |
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On March 5, 2015, the Company entered into the Seventh Amendment to Loan Agreement with Prosperity Bank (“7th Amendment”) by which: |
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· | The revolving loan underlying the Credit Facility was converted to a Term Loan in the principal amount of $3,472,693 | | | | | | | | | | | | | | | |
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· | No further advances would be made by Prosperity Bank and no further Letters of Credit will be issued under the Loan Agreement | | | | | | | | | | | | | | | |
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· | The description of the collateral for the loan was amended to be the oil and gas properties in Woodson County, Kansas, | | | | | | | | | | | | | | | |
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· | Prosperity Bank will no longer calculate a Borrowing Base | | | | | | | | | | | | | | | |
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· | The Company must continue to comply with the reporting requirements of the Loan Agreement | | | | | | | | | | | | | | | |
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· | Section 8 of the Loan Agreement which sets forth financial covenants was deleted in its entirety | | | | | | | | | | | | | | | |
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· | Violations of financial covenants occurring on or before March 5, 2015, were waived by Prosperity Bank | | | | | | | | | | | | | | | |
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· | The Company is required to pay an origination fee of $12,682 | | | | | | | | | | | | | | | |
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· | The Company executed and delivered to Prosperity Bank a Term Promissory Note under the following terms: | | | | | | | | | | | | | | | |
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· | Maturity date – March 5, 2016 | | | | | | | | | | | | | | | |
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· | Interest rate – the lesser of the Prime Rate in effect from day to day plus one percent with a floor of 5.75% and a ceiling of the Maximum Rate | | | | | | | | | | | | | | | |
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· | The Prime Rate is the rate of interest then most recently established by The Wall Street Journal computed on the basis of a 360-day year | | | | | | | | | | | | | | | |
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· | The Maximum Rate is the maximum rate of interest which can be charged under applicable law on the Term Promissory Note | | | | | | | | | | | | | | | |
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Payment terms under the Term Promissory Note are: |
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· | Interest is due and payable monthly through September 5, 2015 | | | | | | | | | | | | | | | |
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· | Beginning October 5, 2015, and continuing monthly until the term of the Term Promissory Note, principal payments of $50,000 each plus accrued and unpaid interest, are due and payable. | | | | | | | | | | | | | | | |
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During the three months ended March 31, 2015, the company amortized $886 of the $12,682 in deferred financing costs incurred for the conversion of the Credit Facility to the Term Loan, leaving a balance of $11,795 remaining to be amortized during the remainder of the term of the Term Loan as of March 31, 2015. |
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For the three months ended March 31, 2015 and 2014, the Company recognized interest expense of $43,935 and $143,520, respectively, on the Credit Facility. |
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Private Placement of Notes |
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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. At December 31, 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: |
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| | 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 | | $ | — | | | | | | | | | | | | | |
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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. |
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During the year ended December 31, 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, was 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, and $76,948 resulted from the issuance for the additional warrants. At March 31, 2015, $13,493 of deferred financing costs remained to be amortized. |
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During the three months ended March 31, 2015 and 2014, the Company recognized $12,035 and $15,725, respectively, of interest expense on the face value of the notes, amortization of the deferred financing costs of $20,239 and $0, respectively, as interest expense and amortization of the debt discount resulted in the recognition of $0 and $57,333, respectively, as interest expense. |
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Notes Payable – Sycamore Resources, Inc. and David J. Moss |
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The Company issued two promissory notes, as follows: |
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Issued To | | Origination Date | | Maturity Date | | Principal Amount | | | Interest Rate | | | Interest Expense Accrued through March 31, 2015 | |
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Sycamore Resources, Inc. | | 1-Oct-14 | | 31-Dec-15 | | $ | 100,000 | | | | 12 | % | | $ | 5,984 | |
David J. Moss | | 31-Oct-14 | | 31-Dec-15 | | | 100,000 | | | | 12 | % | | | 4,899 | |
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Totals | | | | | | $ | 200,000 | | | | | | | $ | 11,849 | |
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Sycamore Resources, Inc. (“Sycamore”) is controlled by our President and Chief Executive Officer, Randy M. Griffin. Interest is accrued monthly and payable upon maturity of the notes. |
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The note to Sycamore was given in exchange for cash to pay the refundable earnest money deposit on a contemplated acquisition under a Purchase and Sale Agreement with Tabbs Bay Energy, LP (“Tabbs Bay Acquisition”) which was terminated on December 11, 2014, due to falling commodity prices combined with high operating costs of the properties which were the subject of the Tabbs Bay Acquisition. The $100,000 refund owed to the Company is carried on our Consolidated Balance Sheets as an account receivable. |
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The note to David J. Moss was given in exchange for cash to fund the nonrefundable due diligence deposit with the lender with which we were working to fund the Tabbs Bay Acquisition |
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Of the accrued and unpaid interest expense $5,918 was recognized as interest expense during the three months ended March 31, 2015. Of that amount, $2,959 is attributable to Sycamore Resources, Inc. |
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Premium Financed Insurance Notes |
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On April 24, 2014, the Company entered into a premium financed note for workers compensation, automobile, and general liability insurance in the principal amount of $20,291 at an interest rate of 5.59%. During the three months ended March 31, 2015, the note balance of $4,134 at December 31, 2014, was paid in full together with $29 of interest expense. |
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On July 21, 2014, the Company entered into a premium financed note for well control and comprehensive umbrella liability insurance in the principal amount of $38,887 at an interest rate of 4.49%. During the three months ended March 31, 2015, $11,731 of principal was paid, leaving a balance of $7,894; and $177 of interest expense was paid on the note. |
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As of December 31, 2013, the Company had two notes payable with outstanding balances of $65,254 related to auto and well control insurance and $10,372 related to boat insurance. During the year ended December 31, 2014, the Company repaid $10,372 related to the boat insurance note and $39,007 related to the auto and well control insurance note. The remaining note balance of $26,247 relating to auto and well control insurance was assumed by TNRH on April 1, 2014. |
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Directors and Officers Liability Insurance Note |
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On March 29, 2014, the Company entered into a premium financed note for directors’ and officers’ liability insurance in the principal amount of $37,965 at an interest rate of 4.49%. During the three months ended March 31, 2015, the note balance of $3,861 at December 31, 2014, was paid in full, together with $14 of interest expense. |
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On March 29, 2015, the Company entered into a premium financed note for directors’ and officers’ liability insurance in the principal amount of $39,114 at an interest rate of 4.49%. During the three months ended March 31, 2015, the Company had incurred and accrued $10 of interest expense. |
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Debt Maturities |
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At March 31, 2015 and December 31, 2014, all of the Company’s debt was current. |
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