DEBT | 10% Convertible Notes On January 30, 2017, the Company completed the private placement of units consisting of convertible promissory notes (“Convertible Notes”) with an aggregate face value of $10.0 million and common stock purchase warrants. The Convertible Notes are unsecured, bear interest at 10% per year and were due and payable on December 31, 2018. At the option of the holders of the Convertible Notes, the principal amount and any accrued but unpaid interest are convertible into shares of the Company’s common stock at a conversion price of $1.50 per share. As of December 31, 2018, the 10% Convertible Notes had an outstanding principal balance of $4.6 million. The 10% Convertible Notes were not paid on their due date of December 31, 2018. The Company’s failure to retire the 10% Convertible Notes was an event of default. The Company has continued to accrue and pay interest at the rate of 10%, in the approximate amount of $0.1 million each calendar quarter. As of March 31, 2019, the principal balance of $4.6 million remains outstanding, and the 10% Convertible Notes remain in default. Series B Convertible Notes In September and October 2017, the Company sold Series B Convertible Notes in the principal amount of $4.7 million. The Series B Convertible Notes are unsecured, bear interest at 15% per year, and were due and payable on December 31, 2018. At the option of the holders, the principal amount of the Series B Convertible Notes and any accrued but unpaid interest are convertible into shares of the Company’s common stock at a conversion price of $1.50 per share. As of December 31, 2018, the Series B Convertible Notes had an outstanding principal balance of $4.7 million. The Series B Convertible Notes were not paid on their due date of December 31, 2018. The Company’s failure to retire the Series B Convertible Notes was an event of default. The Company has continued to accrue and pay interest at the rate of 15%, in the approximate amount of $0.2 million each calendar quarter. As of March 31, 2019, the principal balance of $4.7 million remains outstanding, and the Series B Convertible Notes remain in default. The Company has commenced negotiations with holders of the 10% Convertible Notes and the Series B Convertible Notes regarding resolution of the default conditions. At this time, it is not possible to predict the eventual outcome of those negotiations. Secured Credit Facility On February 1, 2018, the Company closed on a $25.0 million Secured Credit Facility with Providence Wattenberg, LP and 5NR Wattenberg, LLC (“Secured Lenders”). The Secured Credit Facility incorporated certain provisions of a Letter Agreement entered into by the Company on December 21, 2017 under which the Company borrowed $5.0 million from the Secured Lenders. The closing on February 1, 2018 represented additional borrowings of $20.0 million. As of March 31, 2019, the Company was in default under certain provisions of the Secured Credit Facility. The default conditions included the non-payment of the 10% Convertible Notes and the Series B Convertible Notes on December 31, 2018, and non-payment of the underwriting fee payable to PEO on February 1, 2019. Other defaults related to non-payment of certain accounts payable and accrued liabilities within a 90-day allowable time period, liens filed in Adams County, Colorado against certain of the Company’s assets, among other conditions. On March 26, 2019, the Secured Lenders required that the Company pay to them the net proceeds from the Company’s sale of non-operated assets and subsequently applied the net proceeds of $15.3 from sale to the outstanding accrued interest, penalties and principal, resulting in a remaining principal balance of $14.3 million. On April 2, 2019, the Secured Lenders delivered their formal Notice of Default under the terms of the Secured Credit Facility to confirm their previous communications. The following table reflects the net amounts recorded as debt at March 31, 2019 and December 31, 2018: 10% Convertible Secured Convertible Notes Credit Notes Series B Facility December 31, 2018 Principal Balance $ 4,633,200 $ 4,724,900 $ 25,000,000 December 31, 2018, Total, net $ 4,633,200 $ 4,724,900 $ 20,182,264 Principal Borrowings - - - Repayments - - 10,700,564 Conversions - - - Beginning Balance - Unamortized Debt Issuance Costs - Original Issuer Discount - - 2,598,187 Additions - - - Accretion - - (2,598,187) Ending - Unamortized Debt Issuance Costs - Original Issuer Discount - - - Beginning Balance - Unamortized Debt Issuance Costs - Beneficial Conversion Feature - - 1,323,403 Additions - - - Accretion - - (1,323,403) Ending - Unamortized Debt Issuance Costs - Beneficial Conversion Feature - - - Beginning Balance - Unamortized Debt Issuance Costs - Warrant Discount - - 896,146 Additions - - - Accretion - - (896,146) Ending - Unamortized Debt Issuance Costs - Warrant Discount - - - March 31, 2019, Principal Balance $ 4,633,200 $ 4,724,900 $ 14,299,436 March 31, 2019, Total, net $ 4,633,200 $ 4,724,900 $ 14,299,436 |