Short-Term and Long-Term Borrowings | 12 Months Ended |
Feb. 28, 2015 |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Borrowings | NOTE 11 — SHORT-TERM AND LONG-TERM BORROWINGS: |
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Current Debt |
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Note Payable – Related Party |
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As of February 28, 2015 and 2014, the Company’s Chairman, President and Chief Executive Officer has loaned the Company $250,100 in aggregate that has been used for a variety of corporate purposes including an escrow requirement on a loan commitment; extension fees on third party loans; and a reduction of principal on the Company’s credit line with UBS Bank. These loans are non-interest bearing loans and repayment will be made upon a mutually agreeable date in the future. |
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Line of Credit |
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The Company has an existing $890,000 line of credit for working capital purposes with UBS Bank USA (“UBS”), established pursuant to a Credit Line Agreement dated October 24, 2011 that is secured by the personal guarantee of the Company’s Chairman, President and Chief Executive Officer. At February 28, 2015 and 2014, the Line of Credit had an outstanding balance of $869,865 and $882,369, respectively. Interest is payable monthly at a stated reference rate of 0.249% + 337.5 basis points and totaled $31,498 and $31,911 for the years ended February 28, 2015 and 2014, respectively. The reference rate is based on the 30 day LIBOR (“London Interbank Offered Rate”) and is subject to change from UBS. |
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Non-current Debt |
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12% Subordinated Notes |
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The Company’s 12% Subordinated Notes (“the Notes”) issued pursuant to a March 2010 private placement, resulted in $595,000 in gross proceeds (of which $250,000 was from a related party) to the Company and accrue interest at 12% per annum, payable semi-annually on January 29th and July 29th. The note principal was payable in full at the maturity of the Notes, which was January 29, 2015. Effective January 29, 2015, 12 of the 13 noteholders agreed to extend the maturity date of the Notes to January 29, 2017. The one noteholder who chose not to extend the maturity date of his Note, received the principal of $30,000 upon returning his Note to the Company. Should the Board of Directors, on the extended maturity date, decide that the payment of the principal and any unpaid interest would impair the financial condition or operations of the Company, the Company may then elect a mandatory conversion of the unpaid principal and interest into the Company’s common stock at a conversion rate equal to 75% of the average closing price of the Company’s common stock over the 20 consecutive trading days preceding December 31, 2016. |
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In conjunction with the Notes private placement, a total of 1,190,000 common stock purchase warrants were issued at a rate of two warrants for every dollar raised through the private placement. The warrants have an exercise price of $0.14 and expire on January 29, 2015. The fair value of the warrants, as determined by the Black-Scholes option pricing model, was $116,557 using the following weighted average assumptions: a risk free interest rate of 2.33%; volatility of 147.6%; and dividend yield of 0.0%. The fair value of the warrants was recognized as a discount to debt and was amortized over the initial term of the Notes using the effective interest method. Amortization expense was $29,734 and $22,934 for the years ended February 28, 2015 and 2014, respectively. At February 28, 2015, the debt discount was fully amortized. |
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12% Notes balances at February 28, 2015 and 2014 are set forth in the table below: |
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| 28-Feb-15 | | 28-Feb-14 | |
12% Subordinated Notes | $ | 315,000 | | $ | 345,000 | |
12% Subordinated Notes discount | | - | | | -17,129 | |
| $ | 315,000 | | $ | 327,871 | |
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12% Notes, related party balances at February 28, 2015 and 2014 are set forth in the table below: |
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| 28-Feb-15 | | 28-Feb-14 | |
12% Subordinated Notes, related party | $ | 250,000 | | $ | 250,000 | |
12% Subordinated Notes discount, related party | | - | | | -12,605 | |
| $ | 250,000 | | $ | 237,395 | |
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In conjunction with the maturity date extension of the Notes, the expiration date of the warrants was also extended an additional two years to January 29, 2017 for the noteholders who agreed to extend the terms of their notes.. All other terms of the warrants remained unchained. The fair value of the warrant extension, as determined by the Black-Scholes option pricing model, was $56,519 using the following weighted average assumptions: a risk free interest rate of 0.51%; volatility of 153.4%; and dividend yield of 0.0%. The extension of the Notes qualified as a debt extinguishment under ASC-470-50-40. The incremental fair value of the warrants was recognized as a loss on debt extinguishment. |
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The 12% Note warrants that have been exercised are set forth in the table below. |
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Fiscal Period | | Warrants | | Shares of | | Number of |
Exercised | Common Stock | Accredited |
| Issued | Investors |
Year ended February 28, 2014 | | 100,000 | | 100,000 | | 1 |
Year ended February 28, 2015 | | 50,000 | | 50,000 | | 1 |
| | 150,000 | | 150,000 | | 2 |
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Maximilian Loan |
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On October 31, 2012, the Company entered into a loan agreement with Maximilian, a related party, which provided for a revolving credit facility of up to $20 million, maturing on October 31, 2016, with a minimum commitment of $2.5 million. The loan had annual interest of 18% and a monthly commitment fee of 0.5%. The loan is secured by a perfected first priority security interest in substantially all of the assets of the Company, including the company’s leases in Kern County, California. The Company also granted Maximilian a 10% working interest in its share of the oil and gas leases in Kern County, California. The relative fair value of this 10% working interest amounting to $515,638 was recognized as a debt discount and is being amortized over the term of the loan. Amortization expense was $138,988 and $131,963 for the years ended February 28, 2015 and 2014, respectively. Unamortized debt discount amounted to $204,065 as of February 28, 2015. |
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The Company also issued 2,435,517 warrants to third parties who assisted in the closing of the loan. The warrants have an exercise price of $0.044; contain a cashless exercise provision; have piggyback registration rights; and are exercisable for a period of five years expiring on October 31, 2017. The fair value of the warrants, as determined by the Black-Scholes option pricing model, was $98,084 and included the following assumptions: a risk free interest rate of 0.72%; stock price of $0.04, volatility of 153.44%; and a dividend yield of 0.0%. The fair value of the warrants was recognized as a financing cost and is being amortized as a part of deferred financing cost over the term of the loan. On March 10, 2014, one of the third parties exercised 2,118,900 warrants resulting in the issuance of 1,873,554 shares of the Company’s common stock. |
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Maximilian Loan - Amended and Restated Loan Agreement |
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In connection with the Company’s acquisition of a working interest from App in the Twin Bottoms Field in Lawrence County, Kentucky, the Company amended its loan agreement with Maximilian on August 28, 2013. The amended loan agreement provided for an increase in the revolving credit facility from $20 million to $90 million and a reduction in the annual interest rate from 18% to 12%. The monthly commitment fee of 0.5% per month on the outstanding principal balance remained unchanged. Advances under the amended loan agreement will mature on August 28, 2017. The obligations under the amended loan agreement continue to be secured by a perfected first priority security interest in substantially all of the personal property of the Company, and a mortgage on the Company’s leases in Kern County, California. The amended loan agreement also provided for the revolving credit facility to be divided into two borrowing sublimits. The first borrowing sublimit is $50 million and is for borrowing by the Company, primarily for its ongoing oil and gas exploration and development activities. The second borrowing sublimit, of $40 million, is for loans to be extended by the Company, as lender, to App, as borrower pursuant to a Loan and Security Agreement entered into between the Company and App on August 28, 2013 (See Note 8 – Note Receivable). |
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The amended loan agreement contains customary covenants for loan of such type, including among other things, covenants that restrict the Company’s ability to make capital expenditures, incur indebtedness, incur liens and dispose of property. The amended loan agreement also contains various events of default, including failure to pay principal and interest when due, breach of covenants, materially incorrect representations and bankruptcy or insolvency. If an event of default occurs, all of the Company’s obligations under the amended loan agreement could be accelerated by Maximilian, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable. |
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As consideration for Maximilian facilitating the Company’s transactions with App and entering into the amended loan agreement, the Company (a) issued to Maximilian approximately 6.1 million common shares, representing 9.99% of the Company’s outstanding common stock on a fully-diluted basis at the time of grant, and (b) issued approximately 6.1 million warrants to purchase shares of the Company’s common stock representing the right to purchase up to an additional 9.99% of the Company’s outstanding common stock on a fully-diluted basis, calculated as of the date of grant. The warrants have an exercise price of $0.10; contain a cash exercise provision and are exercisable for a period of three years expiring on August 28, 2016 shares and warrants as described in the paragraph below. The Company also granted to Maximilian a 50% net profits interest in the Company’s 25% working interest, after the Company recovers its investment, in the Company’s working interest in its Kentucky Acreage, pursuant to an Assignment of Net Profits Interest entered into as of August 28, 2013 by and between the Company and Maximilian. |
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The fair value of the 6.1 million shares was determined to be $979,609 based on the Company’s stock price on the grant date of $0.16. The fair value of the warrants, as determined by the Black-Scholes option pricing model, was $898,299 and included the following assumptions: a risk free interest rate of 2.48%; stock price of $0.16, volatility of 184.53%; and a dividend yield of 0.0%. The Company determined that the common shares and warrants were issued in connection with the increase in Company’s borrowing limit and App’s $40 million revolving credit facility for which the Company was granted a 25% working interest. Consequently, the fair value of the common shares and warrants totaling $1,877,907 was allocated to deferred financing costs ($804,816) and unproved oil and gas properties ($1,073,091) based on the amount of the increase in the revolving credit facility that is attributable to Daybreak and App. |
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On February 14, 2014, the Company at the request of Maximilian, amended the warrant agreement related to the above issuance of approximately 6.1 million warrants to include a warrant exercise blocker provision that would effectively prevent any exercise of the warrants if such exercise and related issuance of common stock would increase the Maximilian holdings of the Company’s common stock to more than 9.99% of the currently issued and outstanding shares at the time of the exercise. All other terms of the original warrant agreement remained unchanged. |
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The Company also issued 309,503 warrants to third parties who assisted in the closing of the amended and restated loan agreement. The warrants have an exercise price of $0.214; contain a cashless exercise provision; have piggyback registration rights; and are exercisable for a period of five years expiring on August 28, 2018. The fair value of the warrants, as determined by the Black-Scholes option pricing model, was $47,420 and included the following assumptions: a risk free interest rate of 2.48%; stock price of $0.16, volatility of 184.53%; and a dividend yield of 0.0%. The fair value of the warrants was recognized as a financing cost and is being amortized as a part of deferred financing cost over the term of the revolving credit facility. |
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The Company evaluated the amendment of the revolving credit facility under ASC 470-50-40 and determined that the Company’s borrowing capacity under the amended loan agreement exceeded its borrowing capacity under the old loan agreement. Consequently, the unamortized discount and deferred financing costs as of the date of amendment of approximately $400,349 and the new deferred financing costs, as mentioned above, were amortized over the term of the amended loan agreement. |
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The fair value of the above warrant issuances that were recognized as a deferred financing cost are being amortized over the term of the loan. Amortization expense for the years ended February 28, 2015 and 2014 was $127,513 and $76,017, respectively. Unamortized deferred financing costs amounted to $318,783 as of February 28, 2015. |
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On May 28, 2014, at Maximilian’s request, the Company finalized a share-for-warrant exchange agreement in which Maximilian returned to the Company 427,729 common shares and was in turn issued the same number of warrants containing the same provisions as the originally issued warrants. This share-for-warrant exchange occurred so that Maximilian would hold no more than 9.99% of the Company’s common shares, issued and outstanding. The Company determined that the share-for-warrant exchange did not result in any incremental fair value. |
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On August 21, 2014, the Company entered into a First Amendment to Amended and Restated Loan and Security Agreement and Share Repurchase Agreement (the “Amendment”) with Maximilian under its Amended and Restated Loan and Security Agreement dated as of August 28, 2013. The Amendment secured for the Company an additional advance of $2,200,000 under its credit facility with Maximilian since the advances made by Maximilian had already exceeded its minimum funding commitment. Additionally, Maximilian agreed to temporarily reduce the required monthly payment made by the Company until it has paid $1,000,000 less than principal payments required by the previous agreement. As of February 28, 2015, the Company had recognized $700,000 of the reduced monthly principal payments program. Furthermore, Maximilian agreed to reduce the regular interest rate applicable to the loan from 12% per annum to 9% per annum and the default interest rate by 3%. |
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The additional advance, the reduction in the required monthly payment and the reduction in the interest rate were facilitated through the Company’s acquisition of 5,694,823 shares of its common stock held by Maximilian. The repurchased shares were cancelled and restored to the status of authorized, but unissued stock. The Company paid for the share repurchase transaction through an advance of $1,708,447 under the existing loan agreement with Maximilian. |
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During the year ended February 28, 2015, the Company received multiple advances of approximately $7.4 million in aggregate that were used to participate in the multi-well drilling program at the Twin Bottoms Field in Kentucky; to advance funds to App through a long-term note receivable; and, to fund the acquisition of the Company’s common stock from Maximilian. The Company made principal payments of approximately $2.9 million to Maximilian during the year ended February 28, 2015. The Company has recognized $154,559 during the year ended February 28, 2015 in deferred financing costs associated with these advances which are being amortized over the amended term of the revolving credit facility. |
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Current debt balances at February 28, 2015 and 2014 are set forth in the table below: |
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| 28-Feb-15 | | 28-Feb-14 | |
Maximilian Note | $ | 4,823,325 | | $ | 2,163,405 | |
Maximilian Note Discount | | -132,114 | | | -138,988 | |
| $ | 4,691,211 | | $ | 2,024,417 | |
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Non-current debt balances at February 28, 2015 and 2014 are set forth in the table below: |
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| 28-Feb-15 | | 28-Feb-14 | |
Maximilian Note | $ | 8,663,458 | | $ | 6,833,703 | |
Maximilian Note Discount | | -71,951 | | | -204,065 | |
| $ | 8,591,507 | | $ | 6,629,638 | |
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