Long-Term Debt | Long-Term Debt The following is a description of the Company’s debt as of September 30, 2016 and December 31, 2015, respectively: September 30, 2016 December 31, 2015 Senior secured credit facility $ 90,000 $ 134,000 Rig loan agreement 1,065 2,620 Real estate lien note 3,928 4,112 94,993 140,732 Less current maturities (1,313 ) (2,330 ) $ 93,680 $ 138,402 Credit Facility We have a senior secured credit facility with Société Générale, as administrative agent and issuing lender, and certain other lenders, which we refer to as the credit facility. As of September 30, 2016 , $90.0 million was outstanding under the credit facility. The credit facility has a maximum commitment of $300.0 million and availability is subject to a borrowing base. The borrowing base is determined semi-annually by the lenders based upon our reserve reports, one of which must be prepared by our independent petroleum engineers and one of which may be prepared internally. The amount of the borrowing base is calculated by the lenders based upon their valuation of our proved reserves securing the facility utilizing these reserve reports and their own internal decisions. In addition, the lenders, in their sole discretion, are able to make one additional borrowing base redetermination during any six-month period between scheduled redeterminations and we are able to request one redetermination during any six-month period between scheduled redeterminations. The borrowing base will be automatically reduced in connection with any sales of producing properties with a market value of 5% or more of our then-current borrowing base and in connection with any hedge termination which could reduce the collateral value by 5% or more. Our borrowing base can never exceed the $300.0 million maximum commitment amount. At September 30, 2016 , we had a borrowing base of $130.0 million , based on an amendment on April 22, 2016, which we refer to as the April 2016 Amendment. In accordance with the terms of the April 2016 Amendment, the borrowing base was automatically reduced to $120.0 million effective October 1, 2016. The borrowing base was further reduced to $115.0 million on October 31, 2016 in connection with the regularly scheduled redetermination, which we refer to as the Fall 2016 Redetermination. Outstanding amounts under the credit facility bear interest (x) at any time an event of default exists, at 3% per annum plus the amounts set forth below, (y) from April 1, 2016 to October 1, 2016 0.25% per annum plus the rates set forth below and (z) at all other times, at (a) the greater of (1) the reference rate announced from time to time by Société Générale, (2) the Federal Funds Rate plus 0.5% , and (3) a rate determined by Société Générale as the daily one-month LIBOR plus, in each case, (b) 0.75% - 1.75% , depending on the utilization of the borrowing base, or, if we elect, LIBOR plus, in each case, 1.75% - 2.75% depending on the utilization of the borrowing base. At September 30, 2016 , the interest rate on the credit facility was approximately 3.02% assuming LIBOR borrowings. Subject to earlier termination rights and events of default, the stated maturity date of the credit facility is June 30, 2018 . Interest is payable quarterly on reference rate advances and not less than quarterly on LIBOR advances. We are permitted to terminate the credit facility and are able, from time to time, to permanently reduce the lenders’ aggregate commitment under the credit facility in compliance with certain notice and dollar increment requirements. Each of our subsidiaries has guaranteed our obligations under the credit facility on a senior secured basis. Obligations under the credit facility are secured by a first priority perfected security interest, subject to certain permitted encumbrances, in all of our and our subsidiary guarantors’ material property and assets, other than Raven Drilling. In connection with the April 2016 Amendment, we also agreed to grant our lenders a security interest in our headquarters building (in addition to the lien granted to the lender under our building loan described below) and two ranches we own, none of which had previously secured our obligations under the credit facility. One of the ranches was sold in September 2016 in connection with the sale of our Portilla oil and gas properties. Under the credit facility, we are subject to customary covenants, including certain financial covenants and reporting requirements. We are required to maintain a current ratio, as of the last day of each quarter of not less than 1.00 to 1.00 and an interest coverage ratio of not less than 2.50 to 1.00. We are also required as of the last day of each quarter to maintain a total debt to EBITDAX ratio of not more than 4.00 to 1.00. The current ratio is defined as the ratio of consolidated current assets to consolidated current liabilities. For the purposes of this calculation, current assets include the portion of the borrowing base which is undrawn but excludes any cash deposited with a counter-party to a hedging arrangement and any assets representing a valuation account arising from the application of ASC 815 and ASC 410-20 and current liabilities exclude the current portion of long-term debt and any liabilities representing a valuation account arising from the application of ASC 815 and ASC 410-20. The interest coverage ratio is defined as the ratio of consolidated EBITDAX to consolidated interest expense for the four fiscal quarters ended on the calculation date. For the purposes of this calculation, EBITDAX is defined as the sum of consolidated net income plus interest expense, oil and gas exploration expenses, income, franchise or margin taxes, depreciation, amortization, depletion and other non-cash charges including non-cash charges resulting from the application of ASC 718, ASC 815 and ASC 410-20 plus all realized net cash proceeds arising from the settlement or monetization of any hedge contracts plus expenses incurred in connection with the negotiation, execution, delivery and performance of the credit facility plus expenses incurred in connection with any acquisition permitted under the credit facility plus expenses incurred in connection with any offering of senior unsecured notes, subordinated debt or equity plus up to $1.0 million of extraordinary expenses in any 12-month period plus extraordinary losses minus all non-cash items of income which were included in determining consolidated net loss, including all non-cash items resulting from the application of ASC 815 and ASC 410-20. Interest expense includes total interest, letter of credit fees and other fees and expenses incurred in connection with any debt. The total debt to EBITDAX ratio is defined as the ratio of total debt to consolidated EBITDAX for the four fiscal quarters ended on the calculation date. For the purposes of this calculation, total debt is the outstanding principal amount of debt, excluding debt associated with the office building, Raven Drilling’s rig loan and obligations with respect to surety bonds and derivative contracts . At September 30, 2016 , we were in compliance with all of our debt covenants. As of September 30, 2016 , the interest coverage ratio was 9.65 to 1.00, the total debt to EBITDAX ratio was 2.37 to 1.00, and our current ratio was 1.73 to 1.00. The credit facility contains a number of covenants that, among other things, restrict our ability to: • incur or guarantee additional indebtedness; • transfer or sell assets; • create liens on assets; • engage in transactions with affiliates other than on an “arm’s length” basis; • make any change in the principal nature of our business; and • permit a change of control. The April 2016 Amendment, also included certain additional covenants including: • 100% of the net proceeds from any sale of any of our properties occurring between April 1, 2016 and October 1, 2016 must be used to repay amounts outstanding under the credit facility; • 100% of the net proceeds from any terminations of derivative contracts must be used to repay amounts outstanding under the credit facility; • if the sum of our cash on hand plus liquid investments exceeds $10.0 million , then the amount in excess of $10.0 million must be used to pay amounts outstanding under the credit facility; and • granting the lenders a security interest in at least 90% of the PV-10 of our proven reserves. The credit facility also contains customary events of default, including nonpayment of principal or interest, violations of covenants, cross default and cross acceleration to certain other indebtedness, bankruptcy and material judgments and liabilities. Rig Loan Agreement On September 19, 2011, Raven Drilling entered into a rig loan agreement, secured by our Oilwell 2,000 HP diesel electric drilling rig (the “Collateral”). The original principal amount of the note was $7.0 million and bears interest at 4.26% . The note is payable in monthly interest and principal payments in the amount of $179,695 . Subject to earlier prepayment provisions and events of default, the stated maturity date of the note is February 14, 2017 . As of September 30, 2016 and December 31, 2015 , $1.1 million and $2.6 million , respectively, were outstanding under the rig loan agreement. The Company has guaranteed Raven Drilling’s obligations under the rig loan agreement and associated note. Obligations under the rig loan agreement are secured by a first priority perfected security interest, subject to certain permitted encumbrances, in the Collateral. Real Estate Lien Note We have a real estate lien note secured by a first lien deed of trust on the property and improvements which serves as our corporate headquarters. The note bears interest at a fixed rate of 4.25% and is payable in monthly installments of $ 34,354 . Beginning August 20, 2018, the interest rate will adjust to the bank's then current prime rate plus 1.00% with a maximum rate of 7.25% . The maturity date of the note is July 20, 2023 . As of September 30, 2016 and December 31, 2015 , $3.9 million and $4.1 million , respectively, were outstanding on the note. |