DEBT | NOTE 7—DEBT Line of credit On May 13, 2015, the Company entered into a Revolving Line of Credit Facility Agreement (“initial line of credit”) with Providence Energy Operators, LLC (“PEO”), which provides to the Company a revolving line of credit of up to $5,000,000 at 8% per annum, maturing June 30, 2018. As of June 30, 2017 and December 31, 2016, the outstanding balance on the initial line of credit was $5,000,000 plus accrued interest of $500,833 and $302,477, respectively. During the three and six months ended June 30, 2017, the Company recorded interest expense of $89,285 and $187,915, respectively, which excluded $10,441 of interest that was capitalized to wells in progress during the quarter. During the three and six months ended June 30, 2016, the Company recorded interest expense of $34,950 and $56,896, respectively, related to the initial line of credit. Supplemental line of credit On October 13, 2016, the Company entered into a revolving line of credit facility agreement (the “supplemental line of credit”) with Providence Energy Partners III, LP (“PEP III”). PEP III is an affiliate of PEO by virtue of having some common management personnel. The supplemental line of credit permitted the Company to borrow up to $10.0 million to pay costs associated with its acquisition and development of oil and gas properties in the Wattenberg Field. Interest on the supplemental line initially accrued at the rate of 8% per year. The supplemental line of credit was amended on March 30, 2017, pursuant to which the Company agreed not to borrow additional amounts against the supplemental line of credit and to repay $3,552,500 in outstanding principal not later than April 13, 2017, in exchange for PEP III extending the maturity date of the supplemental line of credit until June 13, 2017. On April 12, 2017, the Company paid $3,552,500 in accordance with the amendment. On June 8, 2017, the Company entered into a letter agreement (“PEP III Agreement”) with PEP III and PEO, pursuant to which PEP III agreed to modify the Company’s supplemental line of credit. The PEP III Agreement extended the maturity date of the supplemental line of credit, including approximately $3.8 million in outstanding principal and accrued interest, from June 13, 2017 until December 27, 2017, and increased the interest rate on the supplemental line from 8% to 10%, effective June 8, 2017.The Company and PEO also agreed to amend the participation agreement between the Company and PEO, dated May 13, 2015 (“Participation Agreement”), in order to expand the area of mutual interest (“AMI”) established and to grant PEP III an option to participate under the Participation Agreement. As amended, the Participation Agreement grants PEO the option to acquire up to a 45%, and, so long as the supplemental line of credit remains outstanding, PEP III the option to acquire up to a 10% interest in and participate in any oil and gas development on acreage acquired by the Company within the expanded AMI. The expanded AMI covers a total of four and one-half townships in Adams and Weld Counties, Colorado. As of June 30, 2017 and December 31, 2016, the outstanding balance on the supplemental line of credit was $3,552,500 and $7,088,698, plus accrued interest of $275,057 and $50,422, respectively. During the three and six months ended June 30, 2017, the Company recorded interest expense of $84,481 and $224,635, respectively, related to the supplemental line of credit. No interest expense was recorded in the corresponding prior year periods. Convertible notes On December 30, 2016, January 20, 2017 and January 30, 2017, the Company completed the private placement of units consisting of convertible promissory notes with an aggregate face value of $10.0 million and common stock purchase warrants. The Company received net proceeds of approximately $9.0 million from the private placement, after placement agent fees and other associated expenses. Debt issuance costs related to origination fees paid in cash have been recorded as a discount to the convertible notes and are being amortized to interest expense utilizing the effective interest method over the term of the notes. As of June 30, 2017 and December 31, 2016, the unamortized portion of debt issuance costs amounted to $793,644 and $204,703, respectively. The Company recorded interest expense of $116,822 and $233,101 related to the accretion of the discount for the three and six months ended June 30, 2017, respectively. In accordance with ASC 470, the proceeds from the sale of the convertible notes was allocated between the conversion feature and the warrants based on the fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. The fair value of the beneficial conversion feature of $5,306,456, has been recorded as a reduction of the carrying value of the convertible promissory notes and is being amortized to interest expense using the effective interest method over the term of the notes. The fair value of the warrants of $3,682,544, has been recorded as a reduction to the carrying value of the convertible promissory notes and is being amortized to interest expense using the effective interest method over the term of the notes. The fair value of the warrants issued to the placement agent in connection with the offering of $1,001,471 has been recorded as a charge to additional paid-in capital. As of June 30, 2017, the Company recorded accrued interest of $nil and recognized interest expense of $nil and $191,669 for the three and six months ended June 30, 2017, respectively, related to the convertible notes. Interest on the convertible notes during the second quarter 2017 of $249,315 was capitalized to oil and gas properties. The following table reflects the net amounts recorded as debt at June 30, 2017 and December 31, 2016: June 30, December 31, 2017 2016 (see Note 3) Current portion: Line of credit $ 5,000,000 $ — Supplemental line of credit 3,552,500 7,105,000 Unamortized original issue discount — (16,302) Total current portion $ 8,552,500 $ 7,088,698 Long term portion: Line of credit $ — $ 5,000,000 Face amount of convertible notes 10,000,000 1,942,600 Unamortized original issuance costs (793,644) (204,703) Unamortized discount related to beneficial conversion feature (4,102,120) (1,030,755) Unamortized discount related to warrants issued (2,847,176) (701,834) Net convertible notes payable $ 2,257,060 $ 5,308 Total long term portion $ 2,257,060 $ 5,005,308 Total debt, net $ 10,809,560 $ 12,094,006 |