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We are subject to certain covenants under
the amended terms of the Senior Credit Facility which include, but
are not limited to, the maintenance of the following financial ratios:
(1) a minimum current ratio of 1.0 to 1.0; and (2) a maximum total
net debt to Consolidated EBITDAX (as defined in the Senior Credit
Facility) of 3.75 to 1.0 for the fiscal quarters through and including
December 31, 2007, 3.25 to 1.0 for the fiscal quarter March 31,
2008 and thereafter. The Senior Credit Facility also places restrictions
on indebtedness, dividends to shareholders, liens, investments,
mergers, acquisitions, asset dispositions, repurchase or redemption
of our common stock, speculative commodity transactions, transactions
with affiliates and other matters.
The Senior Credit Facility is subject to
customary events of default, the occurrence and continuation of
which could result in the acceleration of amounts due under the
facility by the agent or the lenders.
At December 31, 2006, one letter of credit
totaling $500,000 was outstanding.
Lease Option Arrangements
Due to the limited capital available in
the first half of 2006 to fund all of the Company’s ongoing lease
acquisition efforts in the Barnett Shale and other shale plays,
the Company elected to enter into several lease option agreements
with a number of third parties and with Steven A. Webster, the Company’s
chairman (collectively, the “counterparties”). The terms and conditions
of the leasing arrangement (agreement terms are described below)
with Mr. Webster are consistent with the leasing arrangements the
Company has entered into with the other third parties. These leasing
arrangements provide the Company the option to purchase leases from
the counterparties, over an option period, generally 90 days, for
the counterparties’ original cost of the leases plus an option fee.
Strategically, these leasing arrangements have allowed the Company
to temporarily control important acreage positions during periods
that the Company has lacked sufficient capital to directly acquire
such oil and gas leases.
Since May 2006, the Company has acquired
certain oil and gas leases through the aforementioned lease option
arrangement with Mr. Webster. The acquisitions were made pursuant
to a land option agreement between Mr. Webster and the Company dated
January 25, 2006. The terms and conditions of this leasing arrangement
with Mr. Webster are consistent with leasing arrangements the Company
has entered into with the other third parties. Under the option
agreement, Mr. Webster agreed to acquire oil and gas leases in areas
where the Company is actively leasing or that it deems prospective.
On or before the 90th day from the date that Mr. Webster acquires
any lease in these areas, the Company has the option to acquire
these leases from Mr. Webster for 110% of Mr. Webster’s purchase
price or, on the 90th day, pay a non-refundable 10% option extension
fee to add a second 90-day option period. On or before the end of
this second 90-day option period, the Company has the option to
pay Mr. Webster 110% of his original purchase price to acquire the
lease. If, at the end of the second option period, the Company has
not exercised its purchase option, Mr. Webster will retain ownership
of the oil and gas leases. In addition to the cash payments described
above, the Company will assign a one-half of one percent of 8/8ths
overriding royalty interest (proportionally reduced to the actual
net interest in any given lease acquired) on any lease it acquires
from Mr. Webster in the first 90-day option period and a one percent
of 8/8ths overriding royalty interest (also proportionally reduced)
on any lease acquired from Mr. Webster in the second 90-day option
period. As of December 31, 2006, Mr. Webster has acquired oil and
gas leases for approximately $4.2 million, the Company paid approximately
$4.4 million for leases from Mr. Webster and the Company has made
option extension payments of approximately $48,000 to Mr. Webster.
There are currently no outstanding lease options under our arrangement
with Mr. Webster. The Company may continue to use these arrangements
as a strategic alternative.
Effects of Inflation and Changes in Price
Our results of operations and cash flows
are affected by changing oil and natural gas prices. If the price
of oil and natural gas increases (decreases), there could be a corresponding
increase (decrease) in the operating cost that we are required to
bear for operations, as well as an increase (decrease) in revenues.
Inflation has had a minimal effect on us.
Recently Issued Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes--an Interpretation
of FASB Statement 109” (“FIN 48”), which clarifies the accounting
for uncertainty in tax positions taken or expected to be taken in
a tax return, including issues relating to financial statement recognition
and measurement. FIN 48 provides that the tax effects from an uncertain
tax position can be recognized in the financial statements only
if the position is “more-likely-than-not” of being sustained if
the position were to be challenged by a taxing authority. The assessment
of the tax position is based solely on the technical merits of the
position, without regard to the likelihood that the tax position
may be challenged. If an uncertain tax position meets the “more-likely-than-not”
threshold, the largest amount of tax benefit that is greater than
50 percent likely of being recognized upon ultimate settlement with
the taxing authority is recorded. The provisions of FIN 48 are effective
for fiscal years beginning after December 15, 2006, with the cumulative
effect of the change in accounting principle recorded as an adjustment
to opening retained earnings. We are currently evaluating the impact
of adopting FIN 48 on our consolidated financial statements.
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