Long-Term Debt | Note 4 – Long-Term Debt As of June 30, 2017 and December 31, 2016 our outstanding debt consisted of the following ( in thousands ): Successor June 30, 2017 December 31, 2016 Exit Facility $ 73,996 $ 73,996 4.14% Promissory Note due October 2017 3,415 4,001 Capital lease obligations 28 500 Total debt 77,439 78,497 Less: debt issue costs 56 - Less: current maturities 3,443 4,268 Total long-term debt $ 73,940 $ 74,229 Exit Facility Pursuant to the Plan, on the Emergence Date, the Company, as Borrower, and the other Reorganized Debtors entered into a secured Exit Facility which matures on December 30, 2019 . The Exit Facility is secured by mortgages on at least 90% of the value of our and our subsidiary guarantors’ proved developed producing reserves as well as our total proved reserves. The Exit Facility is comprised of two facilities: (i) a term loan facility (the “Exit Term Loan”) resulting from the conversion of the remaining drawn amount plus accrued default interest, fees and expenses under the Debtors’ Second Amended and Restated First Lien Credit Agreement (the “Prepetition Revolving Credit Facility”) of approximately $74 million and (ii) a revolving credit facility (the “Exit Revolving Facility”) resulting from the conversion of the former EGC tranche of the Prepetition Revolving Credit Facility which provides, subject to the limitations noted below, for the making of revolving loans and the issuance of letters of credit. Interest on the outstanding amount of the Exit Term Loan, at the Company’s option, will accrue at an interest rate equal to either: (i) the Alternative Base Rate (as defined in the Exit Facility) plus 3.5% per annum or (ii) the one-month LIBO Rate (as defined in the Exit Facility) plus 4.5% per annum. Interest on the Exit Term Loan bearing interest at the Alternative Base Rate will be payable quarterly ; interest on the Exit Term Loan bearing interest at the LIBO Rate will be payable monthly . On the Emergence Date, the aggregate credit capacity under the Exit Revolving Facility was approximately $227.8 million, all of which was utilized to maintain in effect outstanding letters of credit, including $225 million of letters of credit issued in favor of ExxonMobil to secure certain plugging and abandonment obligations related to assets in the GoM. On April 26, 2016, pursuant to the redetermination of our plugging and abandonment liabilities with ExxonMobil, it was agreed that subsequent to the Predecessor Company’s emergence from the Chapter 11 proceedings, the letters of credit issued in favor ExxonMobil would be reduced to $200 million from the existing amount of $225 million and, on March 13, 2017, the letters of credit issued in favor ExxonMobil were reduced to $200 million. Each existing letter of credit may be renewed or replaced (in each case, in an outstanding amount not to exceed the outstanding amount of the existing letter of credit). Following the reduction of $25 million in the letters of credit issued in favor ExxonMobil, the credit capacity under the Exit Revolving Facility was permanently reduced by 50% of the $25 million reduction in the letters of credit, or $12.5 million. The remaining 50% , or $12.5 million, of such aggregate reduction is available for borrowing, under specific circumstances, as revolving loans subject to a maximum for all such loans of (i) $25 million prior to the date the borrowing base is initially determined and (ii) the borrowing base, on and after the date the borrowing base is initially determined. The borrowing base will be initially determined at a date elected by the Company, and will be redetermined semi-annually thereafter. Currently, the Company has not elected a date for the initial borrowing base determination. The Company must make a mandatory prepayment of the revolving loans and, if necessary, cash collateralize the outstanding letters of credit if a reduction in the revolving credit capacity would cause the revolving credit exposure to exceed the revolving credit capacity. On or after the determination of the borrowing base, the Company must also make a mandatory prepayment of the revolving loans and, if necessary, cash collateralize the outstanding letters of credit not in favor of ExxonMobil if a borrowing base deficiency arises. Furthermore, for each fiscal quarter ending on and after March 31, 2018, if the Asset Coverage Ratio (as defined in the Exit Facility) is less than 1.50 to 1.00, the Company must make a mandatory prepayment of the Exit Term Loan in an amount equal to the lesser of (i) 7.5% of the aggregate outstanding principal amount of the Exit Term Loan on the Emergence Date or (ii) the then outstanding principal amount of the Exit Term Loan. Based upon the Company’s current expectations with respect to its capital resources, capital expenditures, results from operations and commodity prices, the Company believes that it is reasonably likely that it will be required to make a mandatory prepayment with respect to each fiscal quarter beginning with the quarter ending March 31, 2018. In that case, the first such payment of approximately $5.55 million would be required to be paid during the fiscal quarter ending June 30, 2018. Any such mandatory prepayment would not, in and of itself, constitute a default under the Exit Facility. Interest on the outstanding amount of revolving loans borrowed under the Exit Revolving Facility, at the Company’s option, will accrue at an interest rate equal to either (i) the Alternative Base Rate plus 3.5% per annum or (ii) the one , three or six month LIBO Rate plus 4.5% per annum. Interest on revolving loans that bear interest at the Alternative Base Rate will be payable quarterly; interest on revolving loans that bear interest at the LIBO Rate will be payable at the end of each interest period or, if an interest period exceeds three months, at the end of every three months. The stated amount of each letter of credit issued under the Exit Revolving Facility accrues fees at the rate of 4.5% per annum. There is an issuance fee of 0.25% per annum charged on the stated amount of each letter of credit issued after the Emergence Date. Unused credit capacity under the Exit Revolving Facility will accrue a commitment fee of 0.50% payable quarterly in arrears. The Exit Facility is guaranteed by substantially all of the wholly-owned subsidiaries of the Company, subject to customary exceptions, and is secured by first priority security interests on substantially all assets of each Reorganized Debtor guarantor. Under the Exit Facility , the borrower will not declare or make a restricted payment, or make any deposit for any restricted payment. Restricted payments include declaration or payment of dividends. The Exit Facility contains covenants and events of default customary for reserve-based lending facilities. In addition, for each fiscal quarter ending on and after March 31, 2018, the Company must maintain a Current Ratio (as defined in the Exit Facility) of no less than 1.00 to 1.00 and a First Lien Leverage Ratio (as defined in the Exit Facility ) of no greater than 4.00 to 1.00 calculated on a trailing four quarter basis. Further, the Company on March 3, 2017, entered into an amendment to the Exit Facility (the “Amendment”). The Amendment, among other things, includes updates necessary to reflect the Company changing its fiscal year end from June 30 to December 31. The Company was also required to deliver a December 31 reserve report prepared by a third-party engineer by March 1 of each year (or by May 31 with respect to 2017 only) and a reserve report prepared by the Company’s engineers by September 1 of each year. A second amendment and waiver to the Exit Facility (the “Second Amendment”) was entered into by the Company on April 24, 2017. The Second Amendment amends the requirement for the 2017 third-party reservoir engineer reserve report “as of” date from January 1, 2017 to April 1, 2017. Additionally, the Amendment also revises the calculation of: (i) the net present value of the future net revenues expected to accrue to the proved reserves of the Company and its subsidiaries and (ii) the asset coverage ratio, which is calculated by removing the effects of derivative agreements with any counterparties that are not lenders under the Exit Facility . Furthermore, the requirement for the Company and its subsidiaries to have mortgages covering at least 90% of the total value of their proved reserves was amended to require the mortgages to cover at least 90% of the revised net present value of the proved reserves. As of June 30, 2017, we had approximately $74 million in borrowings and $202.8 million in letters of credit issued under the Exit Facility. 4.14% Promissory Note In September 2012, the Predecessor entered into a promissory note of $5.5 million to acquire other property and equipment. Under this note, which is secured by such other property and equipment, we were required to make a monthly payment of approximately $52,000 and were to pay one lump-sum payment of $3.3 million at maturity in October 2017 . This note carries an interest rate of 4.14% per annum. In accordance with the Plan, on the Emergence Date, all outstanding obligations under the promissory note were reinstated. Interest Expense Interest expense consisted of the following ( in thousands ): Successor Predecessor Successor Predecessor Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Exit Term Loan $ 1,034 $ - $ 1,813 $ - Exit Revolving Facility 2,402 - 5,227 - Prepetition Revolving Credit Facility - 4,223 - 8,142 11.0% Second Lien Notes due 2020 - 5,681 - 45,447 8.25% Senior Notes due 2018 - 637 - 7,250 6.875% Senior Notes due 2024 - 357 - 2,832 3.0% Senior Convertible Notes due 2018 - 388 - 3,291 7.50% Senior Notes due 2021 - 645 - 5,108 7.75% Senior Notes due 2019 - 283 - 2,242 9.25% Senior Notes due 2017 - 834 - 10,839 4.14% Promissory Note due 2017 36 - 74 41 Amortization of debt issue cost - Revolving Credit Facility - 358 - 3,879 Accretion of original debt issue discount, 11.0% Second Lien Notes due 2020 - - - 2,135 Accretion of original debt issue discount, 11.0% Second Lien Notes due 2020 - accelerated - - - 44,855 Amortization of debt issue cost – 11.0% Second Lien Notes due 2020 - - - 1,724 Amortization of debt issue cost – 11.0% Second Lien Notes due 2020 - accelerated - - - 36,243 Amortization of fair value premium – 8.25% Senior Notes due 2018 - 1,230 - (2,095) Amortization of fair value premium – 8.25% Senior Notes due 2018 - accelerated - (1,231) - (7,961) Amortization of debt issue cost – 6.875% Senior Notes due 2024 - - - 62 Amortization of debt issue cost – 6.875% Senior Notes due 2024 - accelerated - - - 1,946 Accretion of original debt issue discount, 3.0% Senior Convertible Notes due 2018 - - - 2,941 Accretion of original debt issue discount, 3.0% Senior Convertible Notes due 2018 - accelerated - - - 33,370 Amortization of debt issue cost – 3.0% Senior Convertible Notes due 2018 - - - 377 Amortization of debt issue cost – 3.0% Senior Convertible Notes due 2018 - accelerated - - - 4,271 Amortization of debt issue cost – 7.50% Senior Notes due 2021 - - - 123 Amortization of debt issue cost – 7.50% Senior Notes due 2021 - accelerated - - - 2,822 Amortization of debt issue cost – 7.75% Senior Notes due 2019 - - - 38 Amortization of debt issue cost – 7.75% Senior Notes due 2019 - accelerated - - - 491 Amortization of debt issue cost – 9.25% Senior Notes due 2017 - - - 517 Amortization of debt issue cost – 9.25% Senior Notes due 2017 - accelerated - - - 913 Derivative instruments financing and other 170 33 362 363 $ 3,642 $ 13,438 $ 7,476 $ 212,206 |