CREDIT FACILITIES AND NOTES PAYABLE | NOTE 7 – CREDIT FACILITIES AND NOTES PAYABLE The table below summarizes the outstanding credit facilities and notes payable: (in thousands) June 30, December 31, 2018 Credit Facility – revolver $ - $ 69,150 2018 Credit Facility – term note - 5,833 Old Ironsides Notes 15,836 25,675 Paycheck Protection Program Loan 1,339 - Other debt 26 45 Total debt 17,201 100,703 Less: unamortized debt discount - (45 ) Total credit facilities and notes payable 17,201 100,658 Current portion of credit facilities and notes payable (1,339 ) (5,788 ) Non-current debt, net of current portion and unamortized debt discount $ 15,862 $ 94,870 Paycheck Protection Program Loan Reclass of non-current portion is open. In May 2020, the Company received loan proceeds of approximately $1.3 million (" PPP Loan PPP CARES Act The PPP Loan is evidenced by a promissory note, dated as of May 13, 2020 (the " PPP Note Deferral Period The Company intends to use the proceeds for purposes consistent with the PPP. In order to obtain full or partial forgiveness of the PPP Loan, the Company must request forgiveness and must provide satisfactory documentation in accordance with applicable Small Business Administration (" SBA Beginning one month following expiration of the Deferral Period, and continuing monthly until 24 months from the date of the PPP Note (the " Maturity Date Carbon Appalachia 2018 Credit Facility In 2018, the Company and its subsidiaries amended and restated its prior credit facilities and entered into a $500.0 million senior secured asset-based revolving credit facility maturing December 31, 2022 and a $15.0 million term loan maturing in 2020 (the "2018 Credit Facility" "CAE" Nytis USA "Borrowers" Using proceeds from the Appalachia Divestiture, we repaid the outstanding principal balance and accrued interest under the 2018 Credit Facility, including the term loan, of $72.3 million, and terminated the 2018 Credit Facility on May 26, 2020. Old Ironsides Notes On December 31, 2018, in connection with our acquisition (the " OIE Membership Acquisition Old Ironsides Old Ironsides Notes The interest payable under the Old Ironsides Notes can be paid-in-kind at the election of the Company. This provision allows the Company to increase the principal balance associated with the Old Ironsides Notes. This election creates a second tranche of principal, which bears interest at 12.0% per annum. For the six months ended June 30, 2020, the Company elected payment-in-kind interest of approximately $662,000. On May 25, 2020, Carbon entered into an Agreement Regarding Payoff and Release or Amendment of Notes (the " Payoff Agreement The third payment would be due within three business days after the first Contingent Payment (as defined in the MIPA). If the sum of the initial payment, the second payment and the third payment is at least $18.0 million, the Old Ironsides Notes will be amended such that the outstanding principal balance plus all accrued and unpaid interest is equal to $23.0 million (less the amount of the initial, second and third payments) and the Old Ironsides Notes will remain outstanding with no other change to the existing terms. If the sum of the initial payment, the second payment and the third payment is less than $18.0 million, the payments made by Carbon as of such date will be considered mandatory prepayments and the Old Ironsides Notes will remain outstanding with a maturity date of December 31, 2023 and no change to the existing terms. Carbon California The table below summarizes the outstanding notes payable – related party: (in thousands) June 30, December 31, Senior Revolving Notes, related party, due February 15, 2022 $ 37,200 $ 33,000 Subordinated Notes, related party, due February 15, 2024 13,390 13,000 Total principal 50,590 46,000 Less: Deferred notes costs (154 ) (175 ) Less: unamortized debt discount (952 ) (1,084 ) Total notes payable – related party $ 49,484 $ 44,741 Senior Revolving Notes, Related Party On February 15, 2017, Carbon California entered into a Note Purchase Agreement (the " Note Purchase Agreement " Senior Revolving Notes Carbon California may elect to incur interest at either (i) 5.50% plus LIBOR or (ii) 4.50% plus the Prime Rate (which is defined as the interest rate published daily by JPMorgan Chase Bank, N.A.). As of December 31, 2019, the effective borrowing rate for the Senior Revolving Notes was 7.10%. In addition, the Senior Revolving Notes include a commitment fee for any unused amounts at 0.50% as well as an annual administrative fee of $75,000, payable on February 15 each year. The Senior Revolving Notes are secured by all the assets of Carbon California. The Senior Revolving Notes require Carbon California, as of January 1 and July 1 of each year, to hedge its anticipated proved developed production at such time for year one, two and three at a rate of 75%, 65% and 50%, respectively. Carbon California may make principal payments in minimum installments of $500,000. Distributions to equity members are generally restricted. Carbon California incurred fees directly associated with the issuance of the Senior Revolving Notes and amortizes these fees over the life of the Senior Revolving Notes. The current portion of these fees are included in prepaid expenses and deposits and the long-term portion is included in other non-current assets for a combined value of approximately $458,000. For the three and six months ended June 30, 2020, Carbon California amortized fees of $70,000 and $141,000, respectively. Carbon California may at any time repay the Senior Revolving Notes, in whole or in part, without penalty. Carbon California must pay down Senior Revolving Notes or provide mortgages of additional oil and natural gas properties to the extent that outstanding loans and letters of credit exceed the borrowing base. Subordinated Notes, Related Party On February 15, 2017, Carbon California entered into a Securities Purchase Agreement (the " Securities Purchase Agreement Subordinated Notes Prudential received an additional 1,425 Class A Units, representing 5.0% of the total sharing percentage, for the issuance of the Subordinated Notes. Carbon California valued this unit issuance based on the relative fair value by valuing the units at $1,000 per unit and aggregating the amount with the outstanding Subordinated Notes of $10.0 million. The Company then allocated the non-cash value of the units of approximately $1.3 million, which was recorded as a discount to the Subordinated Notes. As of June 30, 2020, Carbon California had an outstanding discount of approximately $646,000, which is presented net of the Subordinated Notes within Notes payable-related party on the unaudited condensed consolidated balance sheets. During the three and six months ended June 30, 2020, Carbon California amortized $45,000 and $89,000, respectively, associated with the Subordinated Notes. The Subordinated Notes require Carbon California, as of January 1 and July 1 of each year, to hedge its anticipated production at such time for year one, two and three at a rate of 67.5%, 58.5% and 45.0%, respectively. Prepayment of the Subordinated Notes is allowed at 100%, subject to a 3.0% fee of outstanding principal. Prepayment is not subject to a prepayment fee after February 17, 2020. Distributions to equity members are generally restricted. 2018 Subordinated Notes, Related Party On May 1, 2018, Carbon California entered into an agreement with Prudential for the issuance and sale of $3.0 million in subordinated notes due February 15, 2024, bearing interest of 12.0% per annum (the " 2018 Subordinated Notes Prudential received 585 Class A Units, representing an approximate 2.0% additional sharing percentage, for the issuance of the 2018 Subordinated Notes. Carbon California valued this unit issuance based on the relative fair value by valuing the units at $1,000 per unit and aggregating the amount with the outstanding 2018 Subordinated Notes of $3.0 million. The Company then allocated the non-cash value of the units of approximately $490,000, which was recorded as a discount to the 2018 Subordinated Notes. As of June 30, 2020, Carbon California had an outstanding discount of $307,000 associated with these notes, which is presented net of the 2018 Subordinated Notes within Notes payable - related party on the unaudited condensed consolidated balance sheets. During the three and six months ended June 30, 2020, Carbon California amortized $42,000 and $21,000, respectively, associated with the 2018 Subordinated Notes. The 2018 Subordinated Notes require Carbon California, as of January 1 and July 1 of each year, to hedge its anticipated production at such time for year one, two and three at a rate of 67.5%, 58.5% and 45.0%, respectively. Prepayment of the 2018 Subordinated Notes is allowed at 100%, subject to a 3.0% fee of outstanding principal. Prepayment is not subject to a prepayment fee after February 17, 2020. Distributions to equity members are generally restricted. Restrictions and Covenants The Senior Revolving Notes, Subordinated Notes and 2018 Subordinated Notes contain affirmative and negative covenants that, among other things, limit Carbon California's ability to (i) incur additional debt; (ii) incur additional liens; (iii) sell, transfer or dispose of assets; (iv) merge or consolidate, wind-up, dissolve or liquidate; (v) make dividends and distributions on, or repurchases of, equity; (vi) make certain investments; (vii) enter into certain transactions with our affiliates; (viii) enter into sales-leaseback transactions; (ix) make optional or voluntary payments of debt; (x) change the nature of our business; (xi) change our fiscal year to make changes to the accounting treatment or reporting practices; (xii) amend constituent documents; and (xiii) enter into certain hedging transactions. In December 2019, Carbon California amended the Senior Revolving Notes, the Subordinated Notes and the 2018 Subordinated Notes to amend the total leverage ratio and senior leverage ratio, effective September 30, 2019. The Senior Revolving Notes were also amended to provide a mechanism to determine a successor reference rate to LIBOR. In July 2020, Carbon California amended the Senior Revolving Notes, the Subordinated Notes and the 2018 Subordinated Notes to restrict additional withdrawals under the Senior Revolving Notes through December 31, 2020, amend the total leverage ratio, senior leverage ratio and interest coverage ratio and provide a waiver for non-compliance with its Senior Revolving Notes/EBITDA ratio at March 31, 2020. Also, the interest payable under the Subordinated Notes and the 2018 Subordinated Notes beginning May 15, 2020 would be paid in kind and added to the outstanding principal amount of each note. For the three months ended June 30, 2020, paid in kind interest was approximately $390,000. The affirmative and negative covenants are subject to various exceptions, including basket amounts and acceptable transaction levels. In addition, (i) the Senior Revolving Notes require at June 30, 2020 Carbon California's compliance with (A) a maximum Debt/EBITDA ratio of 6.0 to 1.0 (B) a maximum Senior Revolving Notes/EBITDA ratio of 4.5 to 1.0 and (C) a minimum interest coverage ratio of 1.65 to 1 and (ii) the Subordinated Notes require at June 30, 2020 Carbon California's compliance with (A) a maximum Debt/EBITDA ratio of 6.90 to 1.0, (B) a maximum Senior Revolving Notes/EBITDA ratio of 5.18 to 1.0, (C) a minimum interest coverage ratio of 1.4 to 1.0, (D) an asset coverage test whereby indebtedness may not exceed the product of 0.65 times Adjusted PV-10 of proved developed reserves set forth in the most recent reserve report, (E) maintenance of a minimum borrowing base of $30.0 million under the Senior Revolving Notes and (F) a minimum current ratio of 0.85 to 1.00. As of June 30, 2020, Carbon California was in compliance with its financial covenants. |