Quarterly report pursuant to Section 13 or 15(d)

Note 2 - Long-term Debt

v3.20.1
Note 2 - Long-term Debt
3 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Long-term Debt [Text Block]
2.
Long-Term Debt
 
The components of our long-term debt are presented in the following table (in thousands):
 
 
   
March 31, 2020
   
December 31, 2019
 
Credit Agreement borrowings
  $
80,000
    $
105,000
 
                 
Senior Second Lien Notes:
               
Principal
   
597,525
     
625,000
 
Unamortized debt issuance costs
   
(9,467
)    
(10,467
)
Total Senior Second Lien Notes
   
588,058
     
614,533
 
                 
Total long-term debt
  $
668,058
    $
719,533
 
 
Credit Agreement
 
On
October 18, 2018,
we entered into the Sixth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), which matures on
October 18, 2022. 
The primary terms and covenants associated with the Credit Agreement are as follows, with capitalized terms defined under the Credit Agreement:
 
 
As of
March 31, 2020,
the borrowing base was
$250.0
million.
 
 
Letters of credit
may
be issued in amounts up to
$30.0
million, provided sufficient availability under the Credit Agreement exists.  As of
March 31, 2020 
and
December 31, 2019,
we had
$5.8
 million of letters of credit issued and outstanding under the Credit Agreement.
 
 
For the period ended
March 31, 2020,
the Leverage Ratio must
not
exceed 
3.00
to
1.00.
  
 
 
For the period ended
March 31, 2020,
the Current Ratio must be maintained at greater than
1.00
to
1.00.
 
Availability under the Credit Agreement is subject to semi-annual redeterminations of our borrowing base in or around
May
and
November
of each calendar year, and additional redeterminations 
may
be requested at the discretion of either the lenders or the Company.  The borrowing base is calculated by our lenders based on their evaluation of our proved reserves and their own internal criteria.  Any redetermination by our lenders to change our borrowing base will result in a similar change in the availability under the Credit Agreement.  See Note
12,
Subsequent Events
, for revisions to certain terms of the Credit Agreement, including the borrowing base, Leverage Ratio and collateral, resulting from the Spring 
2020
semi-annual redetermination.
 
The Credit Agreement is collateralized by a
first
priority lien on properties constituting at least
85%
of the total proved reserves of the Company as set forth on reserve reports required to be delivered under the Credit Agreement and certain personal property.  The annualized interest rate on borrowings outstanding for the
three
 months ended
March 
31,
2020
 was
4.5%,
whic
h excludes debt issuance costs, commitment fees and other fees.
 
 
9.75%
Senior Second Lien Notes Due
2023
 
On
October 18, 2018,
we issued
$625.0
million of
9.75%
Senior Second Lien Notes due
2023
(the “Senior Second Lien Notes”), which were issued at par with an interest rate of
9.75%
per annum and mature on
November 1, 2023,
and are governed under the terms of the Indenture of the Senior Second Lien Notes (the “Indenture”).  The estimated annual effective interest rate on the Senior Second Lien Notes is 
10.4%
, w
h
ich includes amortization of debt issuance costs.  Interest on the Senior Second Lien Notes is payable in arrears on
May 1
and
November 1
of each year.
 
During the
three
months ended
March 31, 2020,
we acquired
$27.5
million in principal of our outstanding Senior Second Lien Notes for
$8.5
million and recorded a non-cash gain on purchase of debt of
$18.5
million, which included a reduction of
$0.4
million related to the write-off of unamortized debt issuance costs. The Company purchased additional Senior Second Lien Notes subsequent to
March 31, 2020 (
refer to Note
12,
Subsequent Events).
 
The Senior Second Lien Notes are secured by a
second
-priority lien on all of our assets that are secured under the Credit Agreement.  The Senior Second Lien Notes contain covenants that limit or prohibit our ability and the ability of certain of our subsidiaries to: (i) make investments; (ii) incur additional indebtedness or issue certain types of preferred stock; (iii) create certain liens; (iv) sell assets; (v) enter into agreements that restrict dividends or other payments from the Company’s subsidiaries to the Company; (vi) consolidate, merge or transfer all or substantially all of the assets of the Company; (vii) engage in transactions with affiliates; (viii) pay dividends or make other distributions on capital stock or subordinated indebtedness; and (ix) create subsidiaries that would
not
be restricted by the covenants of the Indenture.  These covenants are subject to exceptions and qualifications set forth in the Indenture.  In addition, most of the above described covenants will terminate if both S&P Global Ratings, a division of S&P Global Inc., and Moody’s Investors Service, Inc. assign the Senior Second Lien Notes an investment grade rating and
no
default exists with respect to the Senior Second Lien Notes.
 
Covenants
 
 
As of
March 
31,
2020
and for all prior measurement periods, we were in compliance with all applicable covenants of the Credit Agreement and the Indenture.
 
Fair Value Measurements
 
 
For information about fair value measurements of our long-term debt, refer to Note
3.