Short-Term and Long-Term Borrowings | NOTE 10— SHORT-TERM AND LONG-TERM BORROWINGS: Note Payable – Related Party The Company has a note payable - related party loan balance of $250,100 as of February 28, 2018 and 2017. The Company’s Chairman, President and Chief Executive Officer has loaned the Company an aggregate $250,100 that was used for a variety of corporate purposes including an escrow requirement on a loan commitment; maturity 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. 12% Subordinated Notes The Company’s 12% Subordinated Notes (“the Notes”) issued pursuant to a January 2010 private placement offering to accredited investors, 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. On January 29, 2015, the Company and 12 of the 13 holders of the Notes agreed to extend the maturity date of the Notes for an additional two years to January 29, 2017. Effective January 29, 2017, the maturity date of the Notes and the expiration date of the warrants that were issued in conjunction with the Notes were extended for an additional two years to January 29, 2019. There are ten noteholders, holding 980,000 warrants, who have not yet exercised their warrants. The exercise price of the associated warrants was lowered from $0.14 to $0.07 as a part of the Note maturity extension. The fair value of the warrant modification, as determined by the Black-Scholes option pricing model, was $29,075 and was recognized as a discount to debt and is being amortized over the extended maturity date of the Notes. The Black-Scholes valuation encompassed the following weighted average assumptions: a risk free interest rate of 1.22%; volatility of 378.73%; and dividend yield of 0.0%. The Notes principal of $565,000 is payable in full at the amended maturity date of the Notes. Should the Board of Directors, on the 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, 2018. Amortization expense was $14,538 and $1,211 at February 28, 2018 and 2017, respectively. The unamortized debt discount at February 28, 2018 and 2017 was $13,326 and $27,864, respectively. 12% Note balances at February 28, 2018 and 2017 are set forth in the table below: February 28, 2018 February 28, 2017 12% Subordinated Notes $ 315,000 $ 315,000 Debt discount (7,429) (15,535) Net 12% Subordinated Note balance $ 307,571 $ 299,465 12% Note balances – related parties at February 28, 2018 and 2017 are set forth in the table below: February 28, 2018 February 28, 2017 12% Subordinated Notes – related party $ 250,000 $ 250,000 Debt discount (5,897) (12,329) Net 12% Subordinated Note – related party balance $ 244,103 $ 237,671 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 $0.07 and an amended expiration date of January 29, 2019. The 12% Note warrants that have been exercised are set forth in the table below. At February 28, 2018, there were 980,000 warrants that were not exercised and had not expired. Fiscal Period Warrants Exercised Shares of Common Stock Issued Number of Accredited Investors Year Ended February 28, 2014 100,000 100,000 1 Year Ended February 28, 2015 50,000 50,000 1 Year Ended February 29, 2016 - - - Year Ended February 28, 2017 - - - Year Ended February 28, 2018 - - - Totals 150,000 150,000 2 Maximilian Credit Facility and Loan Agreement On October 31, 2012, the Company entered into a loan agreement with Maximilian Resources LLC, a Delaware limited liability company and successor by assignment to Maximilian Investors LLC (either party, as appropriate, is referred to in these notes to the financial statements as “Maximilian”), which provided for a revolving credit facility of up to $20 million, that matured on October 31, 2016, with a minimum commitment of $2.5 million. On October 31, 2016 through the Fourth Amendment to the Amended and Restated Loan and Security Agreement, the maturity date of the loan was changed to February 28, 2020. In connection with the Company’s acquisition of a working interest from App Energy, LLC, a Kentucky limited liability company (“App Energy”) in the Twin Bottoms Field in Lawrence County, Kentucky, the Company amended its loan agreement with Maximilian on August 28, 2013. The amendment increased the amount of the credit facility to $90 million and reduced the annual interest rate to 12%. 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 the deferred financing costs as of the date of amendment were amortized over the term of the loan agreement. Due to the Company’s default on the Maximilian loan, all unamortized discount and deferred financing costs were fully amortized during the twelve months ended February 28, 2018. On October 31, 2016, the Company entered into a Fourth Amendment to the Amended and Restated Loan and Security Agreement with Maximilian, which amended the Company’s loan agreement with Maximilian (the “Restructuring Agreement”). Pursuant to the Restructuring Agreement, in exchange for the proceeds it received from the Kentucky Sale, Maximilian and the Company had agreed to a commitment by Maximilian to advance up to $250,000 in financing to the Company over the following six month period and the pursuit of the Michigan exploratory joint drilling project using the $250,000 set aside from the Kentucky Sale. During the twelve months ended February 28, 2017, approximately $1.5 million of interest was converted to principal. Additionally, as a consequence of the Company selling its’ Kentucky project and the settlement of the account receivable owed by App Energy to the Company $745,163 of interest was added to the note receivable principal; $600,000 of the sale proceeds were paid directly to Maximilian; and, a $3.9 million in reduction in debt owed to Maximilian occurred. As a result of the decline in hydrocarbon prices that started in June of 2014, the Company has been unable to make any type of interest or principal payments required under the amended terms of its credit facility with Maximilian since December of 2015. Under the terms of the Restructuring Amendment all unpaid interest is currently being accrued. Accrued interest on the credit facility loan at February 28, 2018 and 2017 was $1,812,128 and $440,389, respectively The Company is currently considered to be in default under the terms of its credit facility loan. Maximilian is currently in receivership. The United States District Court for the Eastern District of New York, Southern Division has hired consultants to assist in finding a new lender to assume the Maximilian credit facility. No assurances can be made as to who the new lender will be or how the structure of the loan will affect the Company. During the twelve months ended February 28, 2018 and 2017, the Company received advances of $102,700 and $25,000, respectively, under the terms of the credit facility. Maximilian Promissory Note – Michigan Exploratory Joint Drilling Project As of February 28, 2018, the Company had received $94,650 in aggregate from multiple advances starting in the year ended February 28, 2017 from Maximilian under a separate promissory note agreement dated January 17, 2017 and amended on February 10, 2017 regarding the development of an exploratory joint drilling project in Michigan. In the event of a default of any of the Company’s obligations under the promissory note, the amounts due may be called immediately due and payable at Maximilian’s option. Advances under this agreement are subject to a 5% (five percent) per annum interest rate and may be prepaid at any time without penalty. Pursuant to the agreement, if a well that the Company elects to participate in is scheduled to be spudded at the Michigan exploratory joint drilling project on or before December 31, 2017, then the advances under the promissory note must be repaid in full upon the earlier of (a) the time that is ten days prior to the first well being spudded on the Michigan exploratory joint drilling project or (b) December 31, 2017. The agreement also provided that, if there was not a well scheduled to be spudded at the Michigan exploratory joint drilling project on or before December 31, 2017 that the Company elected to participate in, then the Company would assign to Maximilian its working interest in the Michigan exploratory joint drilling project, in full payment and satisfaction of the advances under the promissory note. Due to a lack of available funding from Maximilian, we were unable to spud a well on the Michigan project by December 31, 2017. The Company is currently considered to be in default under the terms of its loan agreement. Maximilian is currently in receivership. The United States District Court for the Eastern District of New York, Southern Division has hired consultants to assist in finding a new lender. No assurances can be made as to who the new lender will be or how the structure of the loan will affect the Company. Accrued interest on the Michigan promissory note at February 28, 2018 and 2017 was $5,158 and $456, respectively. During the twelve months ended February 28, 2018, an aggregate amount of $10,650 was paid directly to the Operator of the Michigan project by Maximilian on the Company’s behalf. In accordance with the guidance found in ASC-470-10-45, the entire balance of the Maximilian loan is presented under the current liabilities section of the balance sheets. In accordance with the guidance found in ASC 835-30 the net amount of the deferred finance costs associated with the credit facility are included with the debt discount as a reduction of the loan balance shown on the Balance Sheet as of February 28, 2018 and 2017. Due to the Company’s default on the Maximilian loan, all unamortized discount and deferred financing costs were fully amortized during the twelve months ended February 28, 2018. Current debt balances at February 28, 2018 and 2017 are set forth in the table below: February 28, 2018 February 28, 2017 Credit facility balance $ 9,063,144 $ 8,960,444 Less unamortized discount and debt issuance costs - (238,598) Subtotal – O&G operating debt 9,063,144 8,721,846 Michigan exploratory joint drilling debt 94,650 84,000 Net debt $ 9,157,794 $ 8,805,846 Deferred financing costs at February 28, 2018 and 2017 relating to the original and the amended credit facility with Maximilian, are set forth in the table below: February 28, 2018 February 28, 2017 Deferred financing costs – loan fees $ 181,648 $ 181,648 Deferred financing costs – loan commissions 630,662 630,662 Deferred financing costs – fair value of warrants 530,488 530,488 Deferred financing costs – fair value of common stock 419,832 419,832 Subtotal - deferred financing costs 1,762,630 1,762,630 Accumulated amortization (1,762,630) (1,524,032) Remaining balance - deferred financing costs $ - $ 238,598 Deferred financing cost balances of $-0- and $238,598 at February 28, 2018 and 2017, respectively includes the fair value of common shares and warrants issued to Maximilian and to a third party that assisted in both the original and the amended financing transactions. The unamortized deferred financing costs are netted against debt in the balance sheets. Amortization expense of deferred financing costs was $238,598 and $423,331 for the twelve months ended February 28, 2018 and 2017, respectively. Accrued interest on both the Maximilian credit facility loan and the Michigan loan at February 28, 2018 and 2017 was $1,817,286 and $$440,845, respectively. Encumbrances The Company’s debt obligations, pursuant to the above mentioned credit facility loan agreement and promissory notes entered into by and between Maximilian and the Company are secured by a perfected first priority security interest in substantially all of the personal property of the Company, and two mortgages; one covering its leases in California and the other covering its leases in Michigan. On July 13, 2017, in connection with receiving a payment waiver from Maximilian, the California and Michigan properties were cross-collateralized for the credit facility loan and the promissory note. Line of Credit The Company has an existing $890,000 line of credit for working capital purposes with UBS Bank USA (“UBS”), established pursuant to a Line of Credit Agreement dated October 24, 2011 that is secured by the personal guarantee of the Company’s Chairman, President and Chief Executive Officer. On July 10, 2017 a $700,000 portion of the outstanding line of credit balance was converted to a 24 month fixed term annual interest rate of 3.244% with interest payable monthly. The remaining principal balance of the line of credit has a stated reference rate of 0.249% + 337.5 basis points with interest payable monthly. The reference rate is based on the 30 day LIBOR (“London Interbank Offered Rate”) and is subject to change from UBS. During the twelve months ended February 28, 2018 and 2017, we received advances on the line of credit of $84,000 and $-0-, respectively. During the twelve months ended February 28, 2018 and 2017, the Company made payments to the line of credit of $60,000 and $60,000, respectively. Interest paid for the twelve months ended February 28, 2018 and 2017 was $31,727 and $33,815, respectively. At February 28, 2018 and 2017, the line of credit had an outstanding balance of $873,350 and $817,622, respectively. |