Each one in plain English, with the numbers worked through for a shareholder.
9 Feb 2012listing compliance notice▼ Bad
Nasdaq notified Recovery Energy it was out of compliance with audit-committee independence rules after a board member's resignation left only two of the required three independent directors, giving it until mid-2012 to fill the seat.
On December 30, 2011 Recovery Energy agreed to sell all its oil and gas leases in the Grover Field in Weld County, Colorado to Bill Barrett Corporation for $4,540,800, subject to customary adjustments. $3,000,000 was paid at the initial closing on December 30, 2011, and the rest is expected at a final closing around February 10, 2012. The filing does not say how the Grover Field relates to the earlier Davis properties or what the proceeds will be used for.
Recovery Energy swapped the debentures' Grover Field mortgage for a lien on the Vrtatko lease in Kimball County, Nebraska, and in return cut their conversion price from $9.40 to $4.25 and gave holders the right to buy up to 15% of new offerings through 2012. It also ended its Chugwater joint venture with TRW Exploration, buying TRW's interest in 2,400 net acres and two wells for 1.5 million shares.
Recovery Energy filed a third amendment to its report on the Wilke Field purchase, now providing a full audited balance sheet and operating statements for 2009 rather than only revenue and expense statements, and revised pro forma figures after registration statement comments. The new pro forma 2009 net loss is about $32.4 million (versus about $31.8 million in the Nov 2010 version); the $4.5 million purchase price is unchanged. The filing lists the Hexagon share-count restatement and says the Aug 12, 2010 pro forma statements should not be relied on. It is signed by A. Bradley Gabbard as CFO, replacing Jeffrey Beunier, who signed the earlier amendments.
Recovery Energy was forced to restate its 2010 annual and two 2010/2011 quarterly financial statements after the SEC flagged its accounting for replacement warrants issued in a 2010 exercise; the fix widened the 2010 net loss from $16.8 million to $19.7 million.
More warrant holders exercised, bringing in another $1.8 million, and the company waived a call provision on remaining warrants to keep that funding option open.
3 Feb 2011capital raising announcement● NeutralMajor
Recovery Energy raised $8 million through its first convertible debentures (8% interest, 3-year term, convertible at $2.35/share, steep redemption/make-whole penalties) to fund pending Wyoming/Colorado leasehold acquisitions, and struck a joint development deal with TRW Exploration, which paid $2 million plus a 40% carried interest to fund drilling on two horizontal Niobrara wells - the company's first outside partner sharing drilling risk rather than just providing capital.
Recovery Energy pushed out the maturity on all three Hexagon Investments loans (about $20.4 million outstanding) from December 2011 to September 2012 at no extra cost, but also had to issue Hexagon a previously-promised penalty warrant for 1 million shares because the debt hadn't been repaid by the January 1, 2011 deadline set the prior June.
Recovery Energy agreed to buy roughly 57,000 net acres of Wyoming/Nebraska interests from Edward Mike Davis LLC for $8 million due within a month, securing the payment with 6.7 million escrowed shares. It also gave Grandhaven Energy - an affiliate of its own lender Hexagon Investments - a put option to force the company to buy back royalty interests for up to $2.4 million. By this point Hexagon and Davis together already controlled roughly a third of the company's stock, and the Hexagon loan balance stood near $21 million - insider financing was now deeply intertwined with the company's asset base and capital structure.
Recovery Energy filed a second amendment to its report on the March 19, 2010 Albin Field purchase from Edward Mike Davis, L.L.C. (about $6.0 million plus 550,000 shares), restating the pro forma share count to include shares issued to Hexagon Investments LLC. The Aug 12, 2010 pro forma statements should not be relied on; the new version shows a pro forma 2009 net loss of about $33.5 million.
Recovery Energy filed a second amendment to its report on the February 26, 2010 Wilke Field purchase from Edward Mike Davis, L.L.C., restating the pro forma share count to include shares issued to Hexagon Investments LLC. The Aug 12, 2010 pro forma statements should not be relied on; the new version shows a pro forma 2009 net loss of about $31.8 million and about $4.5 million of acquisition debt at 15%.
Recovery Energy filed a second amendment to its report on the April 14, 2010 State Line Field purchase from Edward Mike Davis, L.L.C., restating the pro forma share count to include the shares issued to Hexagon Investments LLC after comments on its registration statement. The Aug 12, 2010 pro forma statements should no longer be relied on; the new version shows pro forma weighted shares of about 18.8 million (up from 11.7 million historical) and a pro forma Q1 2010 net loss of about $4.3 million, with the $15.0 million of new debt at 15% unchanged.
Warrant holders exercised 3.4 million warrants at $1.50, bringing Recovery Energy $5.1 million in cash, and received new $2.20 warrants as a sweetener to exercise.
Recovery Energy filed the missing financial statements for the Albin Field properties, bought from Edward Mike Davis, L.L.C. on March 19, 2010 for about $6,000,000 plus 550,000 company shares, funded with new debt at 15% a year. This is the second of the Davis purchases, after Wilke Field and before State Line Field. Pro forma short-term debt rises to $10.5 million as of December 31, 2009.
Recovery Energy filed the missing financial statements for the Wilke Field properties it bought from Edward Mike Davis, L.L.C., a purchase completed February 26, 2010 per the filing (the exhibit notes describe the acquisition as January 2010). The price was about $4,500,000, funded by new debt at 15% a year. The properties had revenue of $4.67 million in 2009 against $0.72 million of direct operating costs, and the amendment shows the first of the company's debt-funded purchases from Davis.
Recovery Energy filed the financial statements missing from its earlier report of the April 14, 2010 purchase of the State Line Field properties from Edward Mike Davis, L.L.C. The pro forma figures show a price of about $15,000,000 plus 2,500,000 company shares, financed with new debt of about $15.0 million at 15% a year. Pro forma short-term debt rises from $10.3 million to $25.3 million, and the exhibits show a pro forma net loss of about $4.3 million for the quarter.
Recovery Energy signed a stockholders agreement committing its major holders to vote in a board seat designated by lender Hexagon Investments - formalizing Hexagon's governance influence on top of its debt and equity position.
Recovery Energy hired investor-relations firm MDC Group and PR firm Globe Media, paying both partly in stock and warrants, formalized registration rights for Hexagon Investments' shares, and split the CEO and President roles in its bylaws.
4 June 2010asset acquisition disposition▲ GoodMajor
Recovery Energy closed the $20 million Davis/Spottie land deal and funded it with a $23.85 million institutional private placement (T.R. Winston as placement agent) - its largest capital raise yet. It also used the proceeds leverage to push out the maturity on its two Hexagon Investments loans from December 2010 to December 2011, defusing the refinancing crunch those loans had been building toward, in exchange for more warrants to Hexagon.
Recovery Energy agreed to buy roughly 60,000 acres of Nebraska/Wyoming oil and gas interests from Edward Mike Davis LLC and Spottie Inc for $20 million plus 2-3 million shares, under a tight closing deadline that escalated the share payment if the company couldn't fund the cash on time.
Recovery Energy sold its two drilling rigs for $700,000 (mostly a promissory note) to Resource Energy, a company affiliated with Matthew Jennings, who along with his affiliates already held about 12.2% of Recovery Energy's stock - exiting the drilling-services side of the business it had floated at its 2009 founding to focus on its own wells.
Recovery Energy raised $250,000 selling stock at just $0.75/share - a steep drop from the $2.25-$4.00 prices of its recent raises, signaling weakening investor demand for its shares.
Recovery Energy bought six more Wyoming wells and 1,240 acres for $15 million cash plus stock, again from Edward Mike Davis LLC (now a 23.5% shareholder), financed by a third Hexagon Investments loan at 15% interest also maturing December 1, 2010. Hexagon's stake, built entirely from financing-related share and warrant grants, reached 26.2% - stacking three high-rate secured loans onto the same December 2010 maturity wall while ownership concentrates in the lender and asset seller.
25 Mar 2010capital raising announcement● NeutralMajor
Recovery Energy bought four producing wells and 15,900 acres in the Nebraska/Wyoming DJ Basin for $6 million cash plus stock from Edward Mike Davis LLC, now a 14.9% shareholder, financing the cash portion with another Hexagon Investments loan at 15% interest maturing December 2010. Hexagon's stake grew to 13.1% of the company from shares issued alongside its loans.
Recovery Energy borrowed $4.5 million from Hexagon Investments at 15% interest, maturing December 2010 and secured by mortgages on its Wilkie field wells, to fund a property repurchase - and paid Hexagon 1 million shares of stock on top. This is the start of a high-cost secured lending relationship, not a change to shareholder rights as classified.
Recovery Energy unwound its Rush Willadel field structure - buying back the 250,000 shares it had issued to the original seller for $750,000 cash, while chairman Roger Parker personally bought the company's remaining 50% interest in those wells for $750,000. The company also raised a further $200,000 selling stock and changed auditors again.
What it means for a shareholder
250,000 new shares at about $0.800 to raise about $200,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.