Past year: ▼ 31%(5.50c – 21.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
29 May 2015capital raising announcement● Neutral
This is a second correction to the May 20 filing. It clarifies that the Heartland term loan principal payments after the Third Amendment are $110,000 per month, not the $110,000 per week described in the earlier filings. The Series B raise (3,050 preferred shares, 3,812,500 warrants, $3,050,000, 15 investors) and the covenant waiver terms are repeated unchanged.
28 May 2015capital raising announcement● Neutral
This amendment updates the Series B raise: through May 27, 2015, HII sold a total of 3,050 preferred shares and warrants for 3,812,500 common shares to 15 investors for $3,050,000, matching the amount first announced on May 12. Roth Capital Partners is to be paid a $213,500 cash fee. About $1,977,425 goes to accounts payable and $757,575 to a Heartland restricted account for the term loan. The Heartland waiver terms are repeated unchanged.
20 May 2015capital raising announcement▼ BadMajor
On May 20, 2015 HII sold the first 2,735 Series B preferred shares and warrants for 3,418,750 common shares to 14 investors for $2,735,000. The same day Heartland Bank waived covenant defaults under the August 2014 credit facility for periods ended December 31, 2014 and March 31, 2015, and waived default interest through March 31, 2015. In return, the term loan interest rate rose to 13.75%, principal payments became $110,000 a week, and covenants were reset. About $1.97 million of the raise goes to accounts payable and $757,575 to a restricted account for the Heartland term loan. The filing shows the company had breached its loan covenants.
12 May 2015capital raising announcement● NeutralMajor
On May 12, 2015 HII agreed to sell 3,050 shares of Series B Convertible Preferred Stock to accredited investors for expected gross proceeds of $3,050,000. The preferred pays a 12% cumulative dividend, converts at $0.40 per share and comes with five-year warrants for 3,812,500 common shares at $0.50. This adds new preferred stock ranking ahead of common shareholders for dividends, and potential dilution if converted or exercised.
3 July 2014capital raising announcement● NeutralMajor
Between June 21 and July 2, 2014 HII sold 4,000 units at $1,000 each to 22 accredited investors for $4,000,000 gross. Each unit has one Series A convertible preferred share (convertible at $0.70 per common share) and warrants for 550 common shares at $1.00 for 3 years. Of the proceeds, $124,250 went to placement agent fees and about $500,000 repaid 10% promissory notes, with the rest for working capital and growth opportunities. The authorized Series A shares were raised from 3,000 to 4,000, and the issue adds dilution for existing common holders.
8 July 2010capital raising announcement● NeutralMajor
On June 30, 2010 Eads Investments I and D. Bradley McWilliams bought the company's Stillwater National Bank debt, and Stillwater released the company and Hemiwedge Valve Corporation. The debt was replaced by a 10% note for $706,125 due June 30, 2011, secured by all assets and the subsidiary's stock, with forbearance from accelerating the loans. The new lenders also got 5-year warrants for 2,875,000 shares at $0.10, cut to 575,000 if the note is sold or repaid by August 15, 2010; interest can be paid in stock at 5,000 shares per day. This ends the long Stillwater lending relationship.
21 Oct 2008capital raising announcement● NeutralMajor
On October 15, 2008 the company and Hemiwedge Valve Corporation transferred assets and granted licence rights for the Hemiwedge valve technology to Tejas Research & Engineering for $3.5 million in cash plus a 5-year warrant for 2,443,269 shares at $0.25 (about 9.99% of shares outstanding). The licence covers sub-sea, offshore, drilling and workover, surface safety and all downhole fields, plus two pending patent applications and trademark use in those fields; Tejas transferred the warrant to Intervale Capital. This appears to be the HemiWedge licensing deal flagged earlier as pending, though the filing does not link them, and it covers the downhole and sub-sea applications.
What it means for a shareholder
2.4m new shares at $0.250 to raise about $610,817. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
10 June 2008capital raising announcement● Neutral
On May 23, 2008 Stillwater agreed to lend the company $625,000 for working capital, at prime plus 2%, maturing August 31, 2008. It is secured by receivables, equipment, inventory and the stock of Shumate Machine Works and Hemiwedge Valve Corporation, and Shumate, Flemming and Clark each guarantee up to 50% of the outstanding amount. This adds a short-term loan on top of the January 2008 facilities and again leans on executives' personal guarantees.
16 July 2007capital raising announcement● NeutralMajor
On July 10, 2007 the company agreed to issue a $2,000,000 convertible note (10%, one-year term, convertible at $1.89) and a warrant for 400,000 shares at $1.89 to a single accredited investor, with net proceeds of about $1,850,000 for working capital and general corporate purposes. The note must be prepaid if the company completes a later equity financing within 12 months. This adds new debt and potential dilution; SMH Capital was paid $140,000 in commissions.
3 Apr 2007capital raising announcement▲ Good
In March 2007, 666,768 warrants were exercised, giving 666,768 new shares and gross proceeds of $752,570. Of these, 536,300 were Class A warrants exercised at $1.25 (about $670,375), and those holders also get a new Class B warrant at $2.00 for five years. First Montauk is owed a $16,760 fee. This brings in cash but adds shares.
14 Dec 2006capital raising announcement▲ GoodMajor
This amended filing revises the fall 2006 offering: through December 14, 2006 the company sold 3,787,550 shares at $1.00 (not $1.10) for $3,787,550 gross, with 1,893,775 Class A warrants at $1.25 and no Class B warrants. It also reports that on December 1, 2006 the company paid Stillwater $525,000 in full settlement of the $2.5 million debenture, with the remaining principal and about $225,000 of accrued interest cancelled. This resolves the open thread on the Stillwater note. Stillwater still holds 2,368,000 shares (about 13%), plus an equipment term loan of about $3.46 million and about $900,000 on the credit line as of September 30, 2006. Investors have full-ratchet protection on sales below $1.00 until the earlier of March 14, 2008 or a definitive distribution agreement with @Balance.
3 Nov 2006capital raising announcement● NeutralMajor
Between October 30 and November 3, 2006 the company sold 953,228 shares at $1.10 each in a private placement for gross proceeds of $1,048,550, with Class A ($1.50) and Class B ($1.75) warrants of 238,308 each, and more closings expected. Proceeds are meant for the HemiWedge launch and working capital, including settling the $2.5 million Stillwater debenture for $525,000. Investors get full-ratchet price protection if the company later sells shares below $1.10, which could dilute existing holders further, and the company must file a resale registration within 30 days of the final closing.
23 Feb 2006capital raising announcement▲ GoodMajor
On February 22, 2006 the company sold 3,333,333 shares at $0.60 in a private placement (First Montauk as placement agent for 2,500,000), netting about $1,810,000 to launch the HemiWedge valve, and for working capital. The press release says the total raise was $2.25 million with the December 2005 closing, and that Stillwater agreed to forgive about $2.0 million of the $5.6 million term loan; this adds shares and dilutes existing holders but cuts debt.
7 Nov 2005capital raising announcement▼ BadMajor
This amended 8-K replaces the October 25 report to reflect post-closing adjustments to the October 19, 2005 restructuring. The main change is that the restated Stillwater term note is about $5,600,000 (not ~$4,000,000), with interest-only payments for six months and 24 monthly payments after that; the other terms (convertible note, share swaps, restricted stock) are unchanged in the text.
26 Oct 2005capital raising announcement● NeutralMajor
On October 19, 2005 the company (now renamed Shumate Industries, formerly Excalibur Industries) completed an out-of-court debt restructuring, resolving the Excalibur Holdings/Shumate Machine Works stock sale threat from earlier in 2005: Stillwater transferred 100% of Shumate Machine Works' stock to the company. Stillwater's notes of about $9,413,000 were restated into a ~$4,000,000 term note, plus a $2,500,000 convertible note (at $1.00 per share) and $2,368,000 of debt swapped for shares (not less than 20% of the post-deal stock). Unsecured notes were swapped for about 1,691,310 shares (~14.61%), about 3,950,000 restricted shares (~34.12%) went to officers and directors, and a 1-for-7 reverse split took effect, so existing shareholders were heavily diluted.
