Short of working capital, Arete sold five small Kansas and Wyoming working interests for $300,000 to a truck-wash company half owned by its own chief executive, with the remaining directors negotiating the price. Its bank line was cut to $523,000 and extended to 2020 - and this turned out to be the last report Arete ever filed.
Hein quit after a single year, having warned of substantial doubt about Arete's ability to keep operating and of material weaknesses in its controls; Haynie & Company took over. Three audit firms in eighteen months, with a going-concern warning attached to the last one.
Causey Demgen & Moore declined to stand again - the second time the same firm had walked away from Arete, after 2004 - reporting no disagreements over the accounts.
Filed in August 2016, this adds the financial statements missing from the earlier report of the December 2015 Wellstar purchase (Padgett in Sumner County, Kansas, and Nebraska leases in Kimball County). Arete paid $1.1 million cash plus 1,000,000 restricted shares valued at $100,000, for a total of $1.2 million. The properties had sales of $359,465 in 2015 versus $831,437 in 2014, and revenue after direct operating costs of $83,154 versus $525,126. It states no new deal, only supporting numbers for one already done. The drop in the acquired properties' earnings is shown in the filing; its cause is not stated.
23 Feb 2016asset acquisition disposition● NeutralMajor
Arete completed the Wellstar purchase on 30 December 2015 and the same day broke escrow on its new 7% Series A2 preferred, raising $1.7 million. Effective 31 December it settled with the Tucker, DNR and Tindall group, paying $303,329 in cash plus preferred shares.
Arete agreed to buy producing oil leases in Sumner County, Kansas and Kimball County, Nebraska from Wellstar for $1.1 million cash plus a million shares - its first acquisition since 2011 and, unusually, from a seller with no connection to its own directors.
Arete took roughly 1.45% and 0.33% interests in two more Wyoming horizontal wells, and confirmed the three wells it joined in November 2013 had been drilled, completed and were producing.
Arete bought back 1.2 million of its own shares - 8.9% of the register - from Burlingame at $0.19, with Scheidt, Prosser and Stewart taking a further 260,000 from the same seller. Insiders had converted debt at $8.00 a share three years earlier; the price now tells the real story.
Arete got its first bank money: a $1.5 million CityWide Bank line secured on seven wells, a third party's $500,000 deposit and the personal guarantee of chief executive Nicholas Scheidt. It also turned the scattered director advances into formal notes and pushed back what it owed Burlingame.
Another Campbell County well and its three leases went for about $1.0 million, a $380,000 gain, with a 1.75% royalty retained - more of the 2011 package sold to raise cash.
Arete took working interests of about 1% each in three horizontal wells to be drilled in Campbell County, Wyoming - its first step back towards drilling after two years of selling assets, though at stakes too small to move the company either way.
To escape the 15% preferred issued in 2011, Arete cut its conversion price from $3.35 to $0.75 and holders - the Burlingame funds plus directors Davis and Scheidt - swapped 497.5 preferred shares for 5.2 million ordinary shares and gave up their dividends. Heavy dilution bought an end to the dividend drain.
A second and larger loan from Scheidt's Apex Financial, $1 million at 7.5% on the same three-quarters-of-income security. Scheidt is now chief executive, so Arete's main lender and its boss are the same man.
Arete borrowed $455,000 at 12% from Apex Financial, owned by shareholder and consultant Nicholas Scheidt, pledging three-quarters of all oil and gas income and of any future asset-sale proceeds. Expensive insider money, on terms that leave little cash for anything else.
Arete sold a Niobrara County, Wyoming well and its 1,897-acre lease for about $1.1 million, a roughly $750,000 gain, keeping a 2.575% royalty. The pattern set in 2011 continued: fund the debt by selling off pieces of what was just bought.
7 Oct 2011asset acquisition disposition▲ GoodMajor
Arete made the final payment on 30 September and completed the DNR and Tindall purchase, funded by breaking escrow on a private placement that raised $5.2 million of 15% convertible preferred stock. A deal signed in 2009 was finally paid for, at the price of expensive preferred ranking ahead of ordinary shareholders.
A second amendment pushed the September instalment back a fortnight but pulled the final payment forward to the same date - the sellers effectively demanding the whole remaining balance on 30 September.
29 Aug 2011asset acquisition disposition▲ GoodMajor
DNR sold certain oil and gas interests to a third party on about August 23, 2011, and applied Arete's roughly $5.0 million share of the proceeds to the sellers' installments, covering the $3.77 million first installment and $1.2 million of the second. Arete expected to book a gain of about $2.66 million.
On August 12, 2011 the sellers agreed to move the first $3.7 million installment on the DNR/Tindall purchase from August 15 to August 31, 2011. This corrects an earlier 8-K that used the wrong item number. A press release also says Arete dropped auditor Ronald R. Chadwick, P.C. on August 9 and hired Causey Demgen & Moore, with no accounting disagreements, and that it would file for more time on its 10-Q. The filing does not say how the installment will be funded; the press release lists arranging $10.1 million of financing as a risk.
Eleven weeks after closing, Arete could not make the first instalment on the $9.5 million seller note and had the deadline pushed from 15 to 31 August - the first of several extensions from a seller who is also a director of the company.
Arete dismissed Ronald Chadwick and brought back Causey Demgen & Moore - the firm that had stepped aside in 2004 - to audit the enlarged company. No disagreements were reported.
Arete could not raise the money to pay the $9.5 million note due July 1, 2011 on the DNR/Tindall purchase, so on July 29, 2011 it signed a restated deal. The price rose from $10 million to $11 million: $900,000 up front (the $500,000 already paid plus $400,000 new cash, all non-refundable), then $3.7 million due Aug 15 and $3.2 million each on Sept 15 and Oct 15, 2011, with 0.83% monthly interest. The properties transfer to Arete only once the full price is paid, and the filing says there is no assurance it can raise the funds. This replaces the May 2011 closing reported earlier, and the 'closed' deal had not in fact transferred the properties. Extra payments of up to $25 million in total could also be owed if reserves grow. DNR is owned by director Charles Davis.
The purchase first announced in 2009 finally closed at $10 million - but Arete put in only $500,000 of its own cash, with the sellers financing $9.5 million on a note due five weeks later and secured on the properties themselves. DNR is owned by Arete director Charles Davis.
Three officers converted $500,000 the company owed them into 62,500 shares at $8.00, clearing debt without spending cash just as Arete was trying to fund the long-delayed DNR and Tindall purchase.
Arete signed a definitive agreement to buy 243 wells - 46 producing, 197 undeveloped - from the same DNR and Tindall group it first dealt with in 2005, far bigger than anything it had attempted before. The wells feed the Wyoming pipeline Arete already owned, but the deal would not actually close for another two years.
Arete paid $330,000 for the TOP gathering system, 4.5 miles of pipeline in Wyoming's Powder River Basin carrying gas from 33 wells at about a third of its capacity - its first infrastructure asset. The $400,000 needed came from two of its own directors and one outsider, on terms that had not been agreed when the filing was made.
After the NASD said the late June 2006 10-QSB made Arete ineligible for the OTC Bulletin Board, with removal set for August 29, Arete paid $4,000 and appealed. It was granted a hearing on September 6, and the NASD agreed to take no action until then.
Arete announced a spin-off of its Avatar Technologies Group shares to shareholders of record in July 2006. The filing gave no ratio or other terms, which were left to the attached press release.