XML 25 R12.htm IDEA: XBRL DOCUMENT v3.7.0.1
Note Receivable
12 Months Ended
Dec. 31, 2016
Receivables [Abstract]  
Note Receivable

NOTE 6. NOTE RECEIVABLE

 

In January 2014, we entered into a Note Purchase and Sale Agreement under which we agreed to purchase a loan made to Tronco Energy Corporation (“Tronco”), a party related to us through common control, in order to take over the legal position as Tronco’ s senior secured lender. That agreement provided that, upon our full repayment of the Tronco loan from the proceeds of the Offering, the lender would assign to us all of its rights under the Tronco loan, including all of the collateral documents. On May 30, 2014, we closed our purchase of the Tronco loan for a total payoff of $8.3 million, including principal, interest, and early termination fees. As a result of that purchase, we became Tronco’ s senior secured lender, and as a result are entitled to receive all proceeds from sales of the Tronco-owned collateral, as discussed below.

 

As the result of our purchase of the Tronco loan, we have the direct legal right to enforce the collateral and guaranty agreements entered into in connection with the Tronco loan and to collect Tronco’ s collateral sales proceeds, in order to recover the loan purchase amount. The Tronco loan continues to be secured by the first position liens on all of Tronco assets, as well as by the guarantees of Troy and Annette Meier (the “Meier Guaranties”), which are directly payable to and legally enforceable by us. In addition, the Meiers have provided us with stock pledges in which they pledge all of their shares of our common stock held by their family entities (the ‘ ‘ Meier Stock Pledge’ ‘ ), as collateral for the Meiers guaranties until full repayment of Tronco loan. The pledged shares, which became tradable in the public market 180 days after the closing of our initial public offering subject to insider timing requirements and volume limitations under Rule 144 of the Securities Act and required periodic black-out periods, are being held in third-party escrow until full repayment of the Tronco loan. As discussed in Note 10 – Related Party Transactions, as of February 2017, the Company holds 8,267,860 shares as collateral for the Tronco note.

 

In 2015, the Board of Directors agreed to extend the terms of the Tronco loan to interest only payments due on December 31, 2015 and 2016, with a balloon payment of all unpaid interest and principal due in full maturity on December 31, 2017. The interest rate on the note is 3.75%. We earned interest of $311,979 and $291,238 in the years ending December 31, 2016 and 2015, respectively. Based on an informal agreement between Tronco and the Meiers, we forfeited the receipt of the cash interest earned as a reduction to the related party note payable (See Note 7 – Long-Term Debt).

 

On March 28, 2017, the Company and Tronco finalized an agreement with a third party and pursuant to this agreement, the third party acquired all of Tronco Ohio assets for $550,000. As Tronco’s senior secured lender, we released our lien and security interest on these assets in accordance with the agreement.

 

Also on March 28, 2017 and related to the sale of the Tronco assets, the Company agreed to a non-cash receipt of the $550,000 from Tronco by reducing our bonus accrual liabilities. The bonus accrual was earned by the Meiers in 2014, and was recorded in other long term liability. As a result of this agreement, we have reduced both the other long-term liability and the Tronco note receivable in 2017.