Notes Payable | 9 Months Ended |
Sep. 30, 2014 |
Notes Payable [Text Block] | ' |
3 | Notes Payable | | | | | | |
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| Notes payable and long-term debt as of September 30, 2014 and December 31, 2013 consisted of the following: | | | | | | |
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| | | 30-Sep-14 | | | 31-Dec-13 | |
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| | | $ | | | $ | |
| Note payable – Citizens Bank of Oklahoma | | 64,688 | | | 65,921 | |
| Note payable – Eaton Oil Tools | | 32,239 | | | 40,075 | |
| Note payable – TCA Global Credit Master Fund | | - | | | 2,096,610 | |
| Discount on TCA Global Credit Master Fund note | | - | | | (256,023 | ) |
| Note payable – Leede Financial | | 358,472 | | | 373,940 | |
| Note payable – Hillair Capital Investments | | 2,589,561 | | | - | |
| Discount on Hillair Capital Investment debt | | (140,195 | ) | | | |
| Note payable – Louisiana Oil Properties | | 989,751 | | | - | |
| Total third-party notes payable and long-term debt | | 3,894,516 | | | 2,320,523 | |
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| Debenture payable – Palo Verde (Note 4) | | 3,639,123 | | | 3,000,000 | |
| Discount on Palo Verde debt | | (59,247 | ) | | (590,015 | ) |
| Note payable – TPC Energy | | 414,183 | | | 414,183 | |
| Note payable – Mike Paulk | | 330,000 | | | 375,000 | |
| Note payable – Other | | 21,728 | | | 21,728 | |
| Total related party notes payable and long-term debt | | 4,345,787 | | | 3,220,896 | |
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| Total notes payable and long-term debt | | 8,240,304 | | | 5,541,419 | |
| Less: Current portion | | (3,511,061 | ) | | (5,541,419 | ) |
| Total notes payable and long-term debt, net of current portion | | 4,729,243 | | | - | |
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As of September 30, 2014 and December 31, 2013, the Company had an outstanding note to TPC Energy with a principal balance of $164,183. On March 31, 2014, the Company extended the maturity of the note until March 31, 2015. The company evaluated the extension under FASB ASC 470-50 and FASB ASC 470-60 and concluded the revised term constituted a debt modification, rather than a debt extinguishment or a troubled debt restructuring. There were no other changes to the terms of the note. |
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As of September 30, 2014, the Company had another outstanding note to TPC Energy with a principal balance of $250,000. On March 11, 2014, the Company extended the maturity date of the note until March 11, 2015. There were no other changes to the terms of the note and TPC Energy will continue to receive the 50% of the company’s interests in its share of the Liquidation Agents account distributions for an extra year until March 11, 2015.The TPC note is included in Notes Payable – Related Parties on the balance sheet as of September 30, 2014. The company evaluated the extension under FASB ASC 470-50 and FASB ASC 470-60 and concluded the revised term constituted a debt modification, rather than a debt extinguishment or a troubled debt restructuring. |
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On February 17, 2011, the Company entered into a $500,000 note payable with Mike Paulk and Steven Ensz, directors of the Company, with an annual interest rate of 10%. On February 17, 2014, the Company extended the note payable until February 17, 2015. There were no other changes to terms of the note. The Company evaluated the application of ASC 470-50 and ASC 470-60 and concluded that the revised terms constituted a debt modification rather than a debt extinguishment or a troubled debt restructuring. Principal payments totaling $45,000 were made during the nine months ended September 30, 2014. |
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On June 30, 2013, the Company extended the maturity date of note payable to Leede Financial to December 31, 2013. The other terms of the note payable remain unchanged. The Company evaluated the application of ASC 470-50 and ASC 470-60 and concluded the revised term constituted a debt modification. As the note is denominated in Canadian dollars, the Company adjusted the face value of the note based on fluctuations in exchange rates and recorded a foreign exchange gain of $15,468 during the nine months ended September 30, 2014. |
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On August 1 2013, the Company converted its $48,000 accounts payable balance to Eaton Oil Tools to a note payable. Monthly payments of $4,119 which include interest at the rate of 6% per annum were to be made through August 2014. During the nine months ended September 30, 2014, the Company paid $7,836 of principal payments on the loan. At November 14, 2014, eight payments were past due. |
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On April 14, 2014 the Company entered into a loan agreement with Pinon Energy providing for an advance of $250,000 to be used for working capital purposes. The loan was payable upon the earlier of a re-financing of the Company’s secured debt or August 14, 2014 in the amount of $268,000 plus interest at a rate of 12% per annum. The note and all interest totaling $274,799 were paid on July 7, 2014. Pinon Energy also received 250,000 shares of Company common stock as additional interest. |
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On June 24, 2014, the Company entered into a $989,751 note payable with Louisiana Oil Properties, Inc. together with simple interest at 4% per annum due on or before October 31, 2014. This promissory note was the result of a settlement of disputed revenue payables resulting in a gain recognized by the Company of $2,052,451. |
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The Company entered into a financing agreement with TCA Global Credit Master Fund, LP during the first quarter of 2012. Proceeds of the financing are to be used for the drilling and completion of wells included in the Company’s inventory of Proved Undeveloped reserves (“PUD”). The Company has a commitment for a total amount of $3 million, before fees and expenses, through the issuance of a series of $1 million debentures. The debenture is secured by a first priority, perfected security interest and mortgage in oil and gas leases and properties. At no time shall the investor funds exceed 65% of the drilling and completion cost of the PUD’s with the balance provided by the Company’s generated funds. |
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On January 29, 2014, the Company entered into the Sixth Amendment to the Securities Purchase Agreement with TCA Global Credit Master Fund LP. The amendment provides for interest only payments pursuant to existing amended and restated debenture for the month of December 2013, that all previous outstanding principal and accrued and unpaid interest, an accommodation fee $200,000 for entering into this sixth Amendment and all outstanding Redemption Premium fees comprised the agreed upon outstanding amount of $2,196,609. Principal and interest in the amount of $371,459 was due monthly, inclusive of all fees and redemption amounts. The Company evaluated the amendment under FASB ASC 470-50 and determined that the modification was substantial and qualified as a debt extinguishment. The additional $200,000 accommodation fee and the remaining unamortized debt discount of $208,490 and were recorded as a loss on debt extinguishment. |
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During the nine months ended September 30, 2014, payments totaling $645,211 were made to TCA debts. Prior to the sixth amendment, $47,533 of debt discount were amortized. |
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Prior to July 3, 2014, TCA Global Credit Master Fund LP (“TCA”) assigned to Hillair Capital Investments, LP (“Hillair”), the Second Replacement, Amended and Restated Senior Secured Redeemable Debenture, with a current principal amount of $1,753,600 ($1,651,399 principle and $102,262 in interest) issued to TCA by the Company as of June 28, 2013 (the “Amended Debenture”), along with certain mortgages, dated as of December 29, 2011 and September 4, 2012, and as filed in St. Charles Parish, Louisiana (the “Mortgages”). On July 3, 2014, the Company and Hillair also entered into an Amendment Agreement (the “Amendment”), amending the Amended Debenture by (i) increasing the interest rate to 16% per annum, (ii) extending the maturity date to January 1, 2016 and (iii) revising the monthly principal payments to be quarterly principal payments. |
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On July 3, 2014 the Company entered into a Securities Purchase Agreement (the "Hillair Purchase Agreement") with Hillair Capital Investments, LP ("Hillair"), pursuant to which the Company (i) issued to Hillair an 8% Original Issue Discount Senior Secured Convertible Debenture (the “OID Debenture”) in the principal amount of $835,899 convertible into shares of the Company’s common stock at $0.10 per share (subject to adjustment therein); and (ii) issued to Hillair 28,000,000 Series A Common Stock purchase Warrants exercisable for 5 years at $0.12 per share (subject to adjustment therein) and 19,641,002 Series B Common Stock purchase Warrants exercisable for 2 years at $0.10 per share (subject to adjustment therein). Of the $835,899 only $611,232 was received in cash by the company after the OID and other financing fees. The lender paid $44,997 in deferred financing costs directly to other parties. |
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The Company evaluated the conversion feature and warrants and determined that it should be accounted for as derivative liabilities based on a reset provision clause that allows the conversion or exercise price of the instruments to be adjusted for any sale of common stock at a lower price than the existing price. |
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The Company evaluated the transaction under FASB ASC 470-50 and FASB ASC 470-60 and concluded the revised terms constituted a debt extinguishment, rather than a debt modification or a troubled debt restructuring. The fair value of the warrants issued along with the fees paid directly to Hillair were recorded as a loss on extinguishment of debt of $817,396, of which $727,286 was the fair value of the warrants issued to Hillair. The fair value of the conversion feature of $132,428 was recorded as a debt discount to the loan. |
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The Company’s obligations under the OID Debenture are secured by substantially all of the assets of the Company and its wholly-owned subsidiary, Gothic Resources, Inc. (“Gothic”) pursuant to the terms of a Security Agreement, dated as of July 3, 2014 (the “Security Agreement”), and Gothic has guaranteed the performance of the Company’s obligations under the terms of a Subsidiary Guarantee Agreement executed by Gothic on the same date (the “Subsidiary Guarantee”). In addition, the Company’s obligations to the OID Debenture and the Amended Debenture are secured by the Mortgage Documents. |
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Interest on the Amended Debenture and on the OID Debenture is payable by the Company on a quarterly basis commencing January 1, 2015. Principal on the Amended Debenture and on the OID |
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Debenture is payable quarterly commencing on March 1, 2015 with both debentures maturing on January 1, 2016. The Company may prepay the Amended Debenture with a 3 day notice. Subject to the Equity Conditions set forth in the OID Debenture, the OID Debenture is redeemable at any time after the 6 month anniversary of the OID Debenture at 120% of the outstanding principal balance. |
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At any time prior to the payment of the OID Debenture in full, Hillair may elect, in its sole discretion, to convert all or part of the principal amount of the OID Debenture into shares of common stock of the Company at a conversion rate of US$0.10 per share (subject to adjustment therein). The OID |
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Debenture contains customary adjustment provisions for certain corporate events, such as the payment of stock dividends and stock splits. The OID Debenture also contains customary events of default. |
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Pursuant to the Hillair Purchase Agreement and until the 12 month anniversary of the closing on the OID Debenture, Hillair may purchase from the Company additional Debentures with an aggregate subscription amount of up to $2,500,000 (for a principal amount of $2,800,000) and up to 28,000,000 Series A Warrants and 19,641,002 Series B Warrants consistent with the terms set forth above. |
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During the nine months ended September 30, 2014 the company recorded a total debt discount of $221,989 ($89,561 OID and $132,428 from the embedded conversion feature) and recorded amortization of $81,794. |
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Deferred Financing Costs |
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During the nine months ended September 30, 2014, the Company paid in cash $200,919, issued stock at a fair value of $52,500 and the lender paid $44,997 directly to the other parties for deferred financing costs. For the nine months ended September 30, 2014 and 2013, amortization of the deferred financing costs totaled $59,175 and 145,661, respectively. |