4. LONG-TERM DEBT | 6 Months Ended |
Mar. 31, 2014 |
Notes to Financial Statements | ' |
4. LONG-TERM DEBT | ' |
NOTE 4 – LONG-TERM DEBT |
|
2010 Convertible Promissory Notes – In December 2010, the Company completed the sale of $3,400,000 in Convertible Promissory Notes, due and payable on October 31, 2012 and convertible, at the holder’s option, into common stock of the Company at $1.00 per share at any time after April 30, 2011. The 2010 Convertible Promissory Notes bore interest at 8% per year, payable quarterly. In addition, the note holders were issued 1,700,000 Series A warrants to purchase the Company’s common stock at $4.00 per share any time on or before October 31, 2014 and were additionally granted a twenty percent (20%) net profits interest payable quarterly from any net profits generated from wells drilled and completed with the proceeds of the notes. |
|
During 2012, $3,075,000 of the 2010 Convertible Promissory Notes outstanding was surrendered in exchange for new 2012 Convertible Promissory Notes as discussed below. The remaining notes, which had an outstanding principal balance of $325,000, were repaid in October 2012. |
|
2012 Convertible Promissory Notes – During 2012, the Company sold $8,254,500 of Convertible Promissory Notes, due and payable on June 30, 2015 and convertible at the holder’s option, into common stock of the Company at $1.25 per share. The Convertible Promissory Notes bear interest at 15% per year, payable quarterly. Of the total amount raised, $5,179,500 represented new cash investors and $3,075,000 represented investors from the 2010 convertible note offering who chose to roll their investment in that earlier offering into the Company's new offering. Net proceeds from this financing: |
|
● | were used to pay the 2010 Convertible Promissory Notes remaining outstanding on October 31, 2012 ($325,000), and |
|
● | have been used to fund an accelerated developmental drilling program in the Company's oil fields located in Southeast Texas |
|
Except in certain circumstances, the conversion price of the 2012 Convertible Promissory Notes will be lowered if the Company sells any additional shares of common stock or any securities convertible into common stock, at a price below the then applicable conversion price. The conversion price will also be proportionately adjusted in the event of any stock split, or capital reorganization. The Company may prepay the Notes upon twenty days written notice to the Note holders. |
|
Direct costs of $813,780 were incurred in connection with the issuance of the 2012 Convertible Promissory Notes. The Company recognized a loss on debt extinguishment of $410,639 related to the investors who chose to roll their investment in the 2010 Convertible Promissory Notes into the new offering. The placement agents for this offering received a cash commission of $619,905 as well as 537,360 Series E warrants. Each Series E warrant entitles the holder to purchase one share of the Company’s common stock. The Series E warrants may be exercised at any time on or before June 30, 2017 at a price of $1.55 per share. |
|
The Company’s gross outstanding balance of the 2012 Convertible Promissory Notes was $8,254,500 as of March 31, 2014. As of March 31, 2014, the unamortized discount on the 2012 Convertible Promissory Notes totaled $329,380. Interest expense for the amortization of debt issuance cost and discount on the notes for the six-month period ended March 31, 2014 was $265,666. The effective interest rate of the 2012 Convertible Promissory Notes was 17.71% as of March 31, 2014. Accrued interest included in Other Liabilities at March 31, 2014 and 2013 was $309,544. |
|
|
Net Profits Interest Participation Liability – The 20% net profits interest granted with the issuance of the 2010 Convertible Promissory Notes is owned by Vanguard Net Profits, LLC, a Texas limited liability company (the “Fund”). The Company has a 1% interest in the Fund and is the Fund’s manager on behalf of the notes holders who own the remaining interest. |
|
The Company has recognized a participation liability related to the net profits interest granted. This participation liability is reflected in the liability section of the balance sheet at its estimated fair value of $402,391 as of March 31, 2014. The Company estimated the fair value of the participation liability utilizing a present value factor of 10 applied to proved developed reserves associated with the wells drilled and completed with the proceeds of the notes. At any time, the Company may purchase the net profits interests held by the Fund for $3,400,000. |
|
The Company incurred expense associated with the net profits interest granted during the six-month period ended March 31, 2014 of $63,160. This amount is reported as interest expense in the statement of operations. The Company also made payments of $84,577 under this arrangement during the six-month period ended March 31, 2014. |