History
FieldPoint grew by buying small oil and gas interests on bank debt, then fell into forbearance, delisting and auditor loss before deregistering from the SEC in 2020.
2001-2008: Buying and building a property base
FieldPoint Petroleum built a portfolio of oil and gas interests, paying for them with cash and borrowed money. In October 2001 it bought an 89.96% working interest in the Ona NW Unit in Texas County, Oklahoma, for $733,463.75. Less than a year later, in June 2002, it sold the whole interest to Arena Resources for $710,000, slightly below the purchase price.
In March 2004 it bought working interests of 87.5% to 100% in the Lusk Field in Lea County, New Mexico, for $850,000, funded from its revolving credit facility. In September 2005 the American Stock Exchange cleared its shares for listing.
On October 18, 2006 FieldPoint signed a Loan and Security Agreement with Citibank for a revolving line of credit of up to $50 million, limited by a borrowing base that started at $5 million. It was secured by a first lien on substantially all of the company's oil and gas interests in Louisiana, New Mexico, Oklahoma, Texas and Wyoming. The line quickly funded two deals in 2007: a 25.2315% interest in the Apache Bromide Unit in Oklahoma for $1,880,611.50 (with $1,000,000 drawn from Citibank), and a 100% interest in the Sulimar Field in New Mexico for $1,700,135 (with $1,500,000 drawn).
2009-2014: An offer, a new listing and a share facility
In January 2009 FieldPoint filed to make an exchange offer for Basic Earth Science Systems, offering one FieldPoint share for every two Basic shares. It sought at least 51% of Basic and up to all of it, which would have meant issuing up to 8,732,793 new FieldPoint shares. The records here do not show how the offer ended, and FieldPoint's share count stayed around 8 million through these years, so the record shows no sign of a large issue.
The record is otherwise quiet until 2012. In March that year the New York Stock Exchange cleared FieldPoint's securities for listing, and public warrants were issued to shareholders as a dividend on March 26. In May 2012 the company signed an agreement with MLV & Co. allowing it to sell up to 900,000 new shares at market prices over two years, paying a 7% commission. Shares on issue rose only slightly, from about 8.04 million at the end of 2012 to about 8.13 million at the end of 2014.
2015-2017: Squeezed by the lender and the exchange
In June 2015 the board temporarily cut the exercise price of the public warrants from $4.00 to $1.00 for a window from July 6 to August 7, saying falling commodity prices had left $4.00 well above the share price and that it wanted to raise capital without adding debt. Shares on issue rose from about 8.13 million at the end of 2014 to about 8.88 million at the end of 2015; the record does not say what caused the rise.
The pressure came from the bank. On December 1, 2015 Citibank cut the borrowing base from $11 million to $5.5 million, leaving a $1.55 million shortfall. FieldPoint planned to repay it in three monthly payments of $516,666.67, which it said would hurt working capital.
In May 2016 NYSE MKT warned that stockholders' equity was below $2.0 million after losses in two of the last three years. The exchange accepted the company's compliance plan in July. In August 2016 FieldPoint agreed to sell HFT Enterprises new shares equal to 19.9% of those outstanding at $0.45 each, and gave HFT an option on the Elkhorn and JC Kinney leases in Wyoming for $430,000. In October it signed a Sixth Amendment and Forbearance Agreement with Citibank; the terms were not given in the filing.
The share sale came in two parts of 884,564 shares, each for $398,054 and each with a 5% commission to Euro Pacific Capital: one on November 3, 2016 and one effective January 15, 2017. Shares on issue rose to about 10.23 million at the end of 2016 and about 10.67 million at the end of 2017; the record does not fully explain these movements. The January 2017 amendment also moved HFT's Wyoming deadline to April 1, 2017 and gave it an option on the Sulimar Field. The record does not show whether HFT used either option. In April 2017 the exchange said equity was also below a $4.0 million threshold.
2017-2020: Delisting and deregistration
FieldPoint missed the November 13, 2017 deadline to regain compliance. Trading on the exchange was suspended from November 27, 2017 and the shares moved to the OTCQB under the symbol FPPP. Around the same time its auditor Hein & Associates merged into Moss Adams, and audit reports for 2015 to 2018 carried going-concern warnings, meaning doubt that the company could keep operating.
The Citibank forbearance continued through repeated amendments: a Seventh in January 2018, then a Ninth, Tenth and Eleventh between July 2018 and March 2019. The filings did not state their terms, though the lender was still working with the company. The share count was unchanged at 10,669,229 from 2017 to 2019.
Moss Adams resigned as auditor effective July 19, 2019, and no replacement was named. On May 19, 2020 the board voted to file a Form 15 to deregister its common stock with the SEC, ending its obligation to file reports. As of May 22, 2020, the shares were quoted on the OTCQB, Citibank's forbearance was still in place, and the company had no named auditor.
Written from the 27 story beats below (2001 to 22 May 2020), which come from the company's own announcements and filings.