Debt | 3 Months Ended |
Sep. 30, 2013 |
Debt | ' |
Debt Disclosure | ' |
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7. Debt |
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As of the dates indicated, the Company’s debt consisted of the following: |
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(in thousands) | | September 30, | | May 31, | | | June 30, |
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2013 | 2013 | 2013 |
Credit Facility | | $ | 14,800 | | $ | 19,800 | | $ | 19,800 |
Subordinated Note | | | - | | | 500 | | | 500 |
Convertible notes payable, net of discount of $69, $442, and $352, respectively | | | 1,431 | | | 3,308 | | | 3,398 |
Mandatorily redeemable preferred stock and accrued dividends, net of discount of $3.5 million | | | 8,600 | | | - | | | - |
Total debt | | | 24,831 | | | 23,608 | | | 23,698 |
Less: short-term portion | | | 1,431 | | | 3,808 | | | 3,898 |
Long-term debt | | $ | 23,400 | | $ | 19,800 | | $ | 19,800 |
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Credit Facility |
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On February 5, 2013, the Company entered into the Credit Agreement with Cross Border, Black Rock Capital, Inc. and RMR Operating, LLC (the Company, Cross Border, Black Rock Capital, Inc. and RMR Operating, LLC, jointly and severally, the “Borrowers”) and Independent Bank, as Lender. The Credit Agreement provides for an up to $100.0 million revolving credit facility (as amended, the “Credit Facility”) with an initial commitment of $20.0 million and a maturity date of February 5, 2016. |
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The borrowing base under the Credit Facility is determined at the discretion of the Lender based on, among other things, the Lender’s estimated value of the proved reserves attributable to the Borrowers’ oil and natural gas properties that have been mortgaged to the Lender, and is subject to regular redeterminations on September 30 and March 31 of each year, and interim redeterminations described in the Credit Agreement and potentially monthly commitment reductions, in each case which may reduce the amount of the borrowing base. Effective September 12, 2013, the borrowing base was increased to $30.0 million from $20.0 million. As of September 30, 2013, the borrowing base and commitment were $30.0 million. |
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A portion of the Credit Facility, in an aggregate amount not to exceed $2.0 million, may be used to issue letters of credit for the account of Borrowers. The Borrowers may be required to prepay the Credit Facility in the event of a borrowing base deficiency as a result of over-advances, sales of oil and gas properties or terminations of hedging transactions. |
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Amounts outstanding under the Credit Facility will bear interest at a rate per annum equal to the greater of (x) the U.S. prime rate as published in The Wall Street Journal’s “Money Rates” table in effect from time to time and (y) 4.0%. Interest is payable monthly in arrears on the last day of each calendar month. As of September 30, 2013, the interest rate was 4%. Borrowings under the Credit Facility are secured by first priority liens on substantially all the property of each of the Borrowers and are unconditionally guaranteed by Doral West Corp. and Pure Energy Operating, Inc., each a subsidiary of Cross Border. |
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Under the Credit Agreement, the Borrowers are required to pay fees consisting of (i) an unused facility fee equal to 0.5% multiplied by the average daily unused commitment amount, payable quarterly in arrears until the commitment is terminated; (ii) a fronting fee payable on the date of issuance of each letter of credit and annually thereafter or on the date of any increase or extension thereof, equal to the greater of (a) 2.0% per annum multiplied by the face amount of such letter of credit or (b) $1,000; and (iii) an origination fee (x) of $200,000, and (y) payable on any date the commitment is increased, an additional facility fee equal to 1.0% multiplied by any increase of the commitment above the highest previously determined or redetermined commitment. |
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The Credit Agreement contains negative covenants that may limit the Borrowers’ ability to, among other things, incur liens, incur additional indebtedness, enter into mergers, sell assets, make investments and pay dividends. The Credit Agreement permits the payment of cash dividends on the Series A Preferred Stock so long as the Company is not otherwise in default under the Credit Agreement and payment of such cash dividends would not cause the Company to be in default under the Credit Agreement. |
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The Credit Agreement also contains financial covenants, measured as of the last day of each fiscal quarter of the Company requiring the Borrowers to maintain a ratio of (i) the Borrowers’ and their consolidated subsidiaries’ consolidated current assets (inclusive of the unfunded commitment amount under the Credit Agreement) to consolidated current liabilities (exclusive of the current portion of long-term debt under the Credit Agreement) of at least 1.00 to 1.00; (ii) the Borrowers’ and their subsidiaries’ consolidated “Funded Debt” to consolidated EBITDAX (for the four fiscal quarter period then ended) of less than 3.50 to 1.00; and (iii) the Borrowers’ and their subsidiaries’ consolidated EBITDAX to interest expenses (each for the four fiscal quarter period then ended) of at least 3.00 to 1.00. Funded Debt is defined in the Credit Agreement as the sum of all debt for borrowed money, whether as a direct or reimbursement obligor, but excludes shares of Series A Preferred Stock. EBITDAX is defined in the Credit Agreement as (a) consolidated net income plus (b) (i) interest expense, (ii) income taxes, (iii) depreciation, (iv) depletion and amortization expenses, (v) dry hole and exploration expenses, (vi) non-cash losses or charges on any hedge agreements resulting from derivative accounting, (vii) extraordinary or non-recurring losses, (viii) expenses that could be capitalized under GAAP but by election of Borrowers are being expensed for such period under GAAP, (ix) costs associated with intangible drilling costs, (x) other non-cash charges, (xi) one-time expenses associated with transactions associated with (b)(i) through (iv), minus (c)(i) non-cash income on any hedge agreements resulting from FASB Statement 133, (ii) extraordinary or non-recurring income, and (iii) other non-cash income. |
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Amounts outstanding under the Credit Facility may be accelerated and become immediately due and payable upon specified events of default of Borrowers, including, among other things, a default in the payment of principal, interest or other amounts due under the Credit Facility, certain loan documents or hydrocarbon hedge agreements, a material inaccuracy of a representation or warranty, a default with regard to certain loan documents which remains unremedied for a period of 30 days following notice, a default in the payment of other indebtedness of the Borrowers of $200,000 or more, bankruptcy or insolvency, certain changes in control, failure of the Lender’s security interest in any portion of the collateral with a value greater than $500,000, cessation of any security document to be in full force and effect, or Alan Barksdale ceasing to be Red Mountain’s Chief Executive Officer or Chairman of Cross Border and not being replaced with an officer acceptable to the Lender within 30 days. |
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Pursuant to the Credit Agreement, at least one of the Borrowers is required to have acceptable hedge agreements in place at all times effectively hedging at least 50% of the oil volumes of the Borrowers. Pursuant to the terms of the Credit Agreement, the Company has hedge agreements with BP Energy hedging a portion of the future oil production of the Borrowers. |
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As of September 30, 2013, the Company had $14.8 million outstanding under the Credit Facility and had availability of $15.2 million. |
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Notes Payable |
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Subordinated Note |
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On February 6, 2013, the Company issued an Unsecured Subordinated Promissory Note (as amended, the “Subordinated Note”) in the aggregate principal amount of $500,000 payable to Hyman Belzberg, William Belzberg and Caddo Management, Inc. (the “Note Lender”). On July 30, 2013, the Company entered into Amendment No. 1 (the “Amendment”) to the Subordinated Note to extend the maturity date of the Subordinated Note from July 31, 2013 to August 31, 2013. The Subordinated Note accrued interest at a rate of 12% per annum, payable monthly. Upon an event of default, interest would accrue on all outstanding principal at a rate of the lesser of (i) 18% per annum or (ii) the maximum rate permitted by applicable law. |
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The Subordinated Note contained customary non-financial covenants governing the conduct of the Company’s business. An event of default included, among other things, (i) failure to make payments when due; (ii) any representation or warranty proved false; (iii) failure to comply with any provision of the note; (iv) bankruptcy or insolvency; (v) the Note Lender determined in its reasonable discretion that the Company was unable in the ordinary course of business to pay its debts as they were due or its debts exceeded the fair market value of all of its assets and property; or (vi) a default under any of its material agreements. Immediately upon the occurrence of an event of default, the Note Lender had the right, in its sole and absolute discretion, to accelerate and declare the outstanding amount immediately due and payable. |
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On August 28, 2013, the Company repaid the Subordinated Note with a portion of the proceeds from its common stock offering. |
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Convertible promissory notes |
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On November 25, 2011, the Company issued a $1.0 million convertible promissory note to Hohenplan Privatstiftung (the “2011 Hohenplan Note”), a $1.5 million convertible promissory note to Personalversorge der Autogrill Schweiz AG (the “Personalversorge Note”) and a $250,000 convertible promissory note to SST Advisors, Inc. (the “SST Note” and collectively with the 2011 Hohenplan Note and the Personalversorge Note, the “Convertible Notes”). |
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Each of the Convertible Notes was due and payable on November 25, 2013 and bears interest at a rate of 10% per annum. Prior to repayment, the holders of the Convertible Notes had the option of converting all or any portion of the unpaid balance of the Convertible Notes (including accrued and unpaid interest) into shares of the Company’s common stock at a conversion price equal to $1.00 per share, subject to standard anti-dilution provisions. The value of the beneficial conversion feature of the Convertible Notes was $1.6 million at the date of issuance based on the difference between the conversion price and the Company’s closing price per common share. The beneficial conversion feature was recorded as a discount to the Convertible Notes and to additional paid-in-capital and will be amortized to interest expense over the life of the Convertible Notes. The Company amortized $0.2 million, $0.2 million and $66,000, respectively, of the discount to interest expense during the three months ended September 30, 2013 and August 31, 2012 and the one month ended June 30, 2013, respectively. |
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On July 30, 2012, the Company issued a convertible promissory note (the “2012 Hohenplan Note”) in the principal amount of $1.0 million to Hohenplan Privatstiftung (the “Holder”). The 2012 Hohenplan Note accrued interest at a fixed rate of 10% per annum. The Holder had the option of converting all or a portion of the principal amount of the Convertible Note, plus accrued but unpaid interest, into shares of the Company’s common stock. Subject to adjustment upon certain events, the conversion price was equal to the lower of (a) $0.85 per share and (b) the lowest price at which the Company’s common stock was sold in an equity financing for cash prior to the maturity date. |
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The Company determined that the terms of the 2012 Hohenplan Note contain a down round provision under which the conversion price could be decreased as a result of future equity offerings. Accordingly, the conversion feature is accounted for as a derivative liability and discount on note payable. On February 5, 2013, the Company closed a private placement of 7,058,823 shares of common stock at a purchase price of $0.85 per share, from certain of the initial investors in the Company. As a result, the conversion price of the 2012 Hohenplan Note was adjusted from $1.50 to $0.85. The fair value of the discount on the 2012 Hohenplan Note was $0 as of September 30, 2013 and June 30, 2013, resulting in an unrealized gain of approximately $0 and $29,000 during the three months ended September 30, 2013 and the one month ended June 30, 2013, respectively. The Company determined the fair value of the discount using the Black-Scholes option pricing model. The Company amortized approximately $120,000 and $25,000 of the discount to interest expense during the three months ended September 30, 2013 and the one month ended June 30, 2013, respectively. |
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In connection with the issuance of the 2012 Hohenplan Note, the Company incurred $0.2 million of debt issuance costs related to the issuance to a broker of 125,000 shares of the Company’s common stock with a value of $161,000, and warrants to purchase 83,333 shares of the Company’s common stock at an exercise price of $1.50 per share, with a value of $49,000. The warrants expire on July 30, 2015. The shares issued to the broker were valued using the closing market price of the Company’s common stock on the OTCQB on the debt issuance date, July 30, 2012. The Company valued the warrants using the Black-Scholes valuation model with a volatility based on the historical closing price of common stock of industry peers. During the three months ended September 30, 2013 and the one month ended June 30, 2013, the Company amortized approximately $0 and $4,000, respectively, of the capitalized debt issuance costs to interest expense. |
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In August 2013, the Company sold 100,002 Units in cancellation of the 2011 Hohenplan Note, the 2012 Hohenplan Note and the SST Note. |
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Mandatorily Redeemable Preferred Stock |
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The Company’s 10.0% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), is mandatorily redeemable and is not convertible into shares of the Company’s common stock. The Company classifies the Series A Preferred Stock as a long-term liability, and the Company records dividends paid or accrued as interest expense in the Company’s Condensed Consolidated Statement of Operations. |
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In August 2013, the Company closed public offerings of 476,687 Units (the “Units”), including 100,002 Units sold in cancellation of $2.3 million in debt under convertible notes payable to Hohenplan Privatstiftung and SST Advisors, Inc., raising net proceeds of $7.1 million. Each Unit consisted of one share of Series A Preferred Stock and one warrant to purchase up to 25 shares of common stock at a price of $22.50 per Unit. The warrants are exercisable until the earlier of (i) August 2016 or (ii) the first trading day that is at least 30 days after the date that the Company has provided notice to the holders of the warrants by filing a Current Report on Form 8-K stating that the common stock has (A) achieved a 20 trading day volume weighted average price of $1.50 per share or more and (B) traded, in the aggregate, 3,000,000 shares or more over the same 20 consecutive trading days for which the 20 trading day volume weighted average price was calculated; provided, that clause (ii) shall only be applicable so long as a warrant is exercisable for shares of common stock. The warrants have an exercise price of $1.20 per share. The warrants issued with the Series A Preferred Stock were valued at $2.4 million. The value of the warrants is treated as a discount to the Series A Preferred Stock and will be accreted over the life of the mandatorily redeemable preferred stock. Management determined the fair value using a probability weighted Black-Scholes option model with a volatility based on the historical closing price of common stock of industry peers and the closing price of the Company’s common stock on the OTCBB on the date of issuance. The volatility and remaining term was approximately 55% and three years, respectively. |
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The Series A Preferred Stock is mandatorily redeemable on July 15, 2018 at $25.00 per share, plus accrued and unpaid dividends to the redemption date, for a total redeemable value of $11.9 million. The difference between the $11.9 million redeemable value and the $10.8 million of gross proceeds and canceled debt is treated as a discount and will be accreted over the life of the Series A Preferred Stock. |
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For the three months ended September 30, 2013, the Company recognized total interest expense of $0.3 million related to the Series A Preferred Stock, which includes accretion of discount of $0.1 million. |
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Schedule of Future Debt Payments |
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The following is a schedule by fiscal year of future principal payments required under the Company’s outstanding debt as of September 30, 2013: |
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(in thousands) | | | | | | | | |
Fiscal Years Ending June 30, | | | | | | | | |
2014 | | $ | 1,500 | | | | | | |
2015 | | | 14,800 | | | | | | |
2016 | | | - | | | | | | |
2017 | | | - | | | | | | |
2018 | | | - | | | | | | |
2019 | | | 12,066 | (1) | | | | | |
Total | | | 28,366 | | | | | | |
Discount | | | (3,535 | ) | | | | | |
Total, net value | | $ | 24,831 | | | | | | |
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(1) Amount includes $0.2 million of accrued dividends on the Company’s mandatorily redeemable preferred stock. |