Past year: ▲ 0%(0.01c – 0.02c USD)
Each one in plain English, with the numbers worked through for a shareholder.
3 Jan 2014debt financing▼ BadMajor
On December 27, 2013 Infinity borrowed $1,050,000 on an unsecured 8% subordinated note due March 12, 2014. It used $1,000,000 for a progress payment to CGG Services (US) Inc. - NASA for seismic work on the Nicaragua concessions and $50,000 as a lender origination fee. The lender got a warrant for 1,000,000 shares at $1.50 that grows to 13,333,333 shares at $0.075 if the note is not repaid on time, a large potential dilution.
19 Dec 2013capital raising announcement● NeutralMajor
On December 13, 2013 Infinity agreed to exchange Amegy's 130,000 Series A Preferred shares for 3,250,000 common shares, plus 341,250 common shares for $1,365,000 of accrued dividends, 3,591,250 shares in all at a $4.00 value. This cancels the Series A, ending its dividends, liquidation preference and the majority voting rights due from Jan 1, 2014, which resolves the 2012 preferred structure for Series A, but it dilutes common holders (21,447,980 shares outstanding beforehand). Closing was expected by Dec 20.
1 May 2013capital raising announcement● NeutralMajor
Infinity borrowed $50,000, $100,000 and $100,000 on March 29, April 4 and April 15, 2013 on 8% unsecured 60-day subordinated notes, with warrants at $2.50 that expand sharply at $0.10 if unpaid; it used part to repay a $150,000 February note. In April 2013 it also sold 635,420 units at $1.60 ($1,016,672), each with a share and half a five-year $2.50 warrant, including a $125,000 note exchanged for units. The company says it has raised enough equity to repay the new notes on time and plans to, which adds new shares for existing holders.
29 Apr 2013auditor change● Neutral
On April 24, 2013 the audit committee dismissed EKS&H LLLP, the auditor since at least 2006, and hired Malone Bailey LLP for 2013, effective for the first quarter 2013 report. EKS&H's reports for 2012 and 2011 carried no adverse opinion but included a going-concern uncertainty paragraph; the filing reports no disagreements.
1 Mar 2013debt financing▼ Bad
Infinity repaid in full a $250,000 note issued August 28, 2012 on Feb 28, 2013, funded by new 8% unsecured 60-day subordinated loans of $125,000 and $150,000 taken Feb 26-27 (the filing says 2012, apparently meaning 2013, which is an inference). The new lenders got warrants for 125,000 and 150,000 shares at $2.50 for two years, rising to 1,250,000 and 1,500,000 shares at $0.10 if the notes are not repaid on time. This continues the pattern of short-term borrowing rolled over from the February 13 loan.
19 Feb 2013debt financing▼ Bad
On February 13, 2013 Infinity borrowed $250,000 from a private lender on an 8% unsecured subordinated note due in 60 days, for the Nicaragua concessions and working capital. The lender got a warrant for 250,000 shares at $2.50 for two years; if the note is not repaid on time, the warrant grows to 2,500,000 shares at $0.10, which would heavily dilute shareholders.
19 Apr 2012capital raising announcement▲ GoodMajor
On April 13, 2012 Infinity closed its deals with Amegy and Off-Shore: Amegy received 130,000 Series A Preferred shares and 2,000,000 common shares and cancelled a 968,000-share warrant, while Off-Shore received 15,016 Series B Preferred shares. This settled all debt owed to both, and the company cancelled debt, interest, fees and warrant liability totaling $21,322,922 at Dec 31, 2011. This resolves the long-running Amegy forbearance and the Off-Shore note, but common holders now rank behind preferred holders (6% dividends, convertible at $6.50) and Series A gets voting control from Jan 1, 2014 if not redeemed or converted.
31 Mar 2009listing compliance notice▼ BadMajor
AMERICAN NOBLE GAS, INC. deregistered its securities, ending its obligation to file reports with the SEC.
27 Mar 2009debt financing● NeutralMajor
On March 23, 2009 Infinity signed a deal with Off-Shore Finance, LLC for a subordinated secured note of up to $1,275,000 and sold it a 1% revenue sharing interest in the Nicaragua Tyra and Perlas concessions. The note is 6% interest, due March 23, 2012, secured by second-lien claims on substantially all domestic assets and ranking behind Amegy; proceeds are for developing the concessions, general expenses and settling concession-related claims. This looks like the subordinated loan funding that the Amegy forbearance required, though the filing does not say so. It gives up a small share of any future Nicaragua revenue.
11 Mar 2009debt financing● NeutralMajor
On March 5, 2009 Infinity signed two contracts with Nicaragua for its Tyra and Perlas offshore blocks, each with a six-year exploration period split into four sub-periods and a 30-year exploitation period. It must provide a guarantee, expected initially to be a $950,000 letter of credit through Amegy, and is seeking partners to fund the substantial capital spending required. The filing also notes the company's ability to continue as a going concern as a forward-looking risk. This follows the government-approval condition in the October 2008 forbearance agreement, and the company's address has moved to Overland Park, Kansas.
22 Oct 2008material agreement▼ BadMajor
On October 16, 2008 Infinity signed a Third Forbearance Agreement with Amegy covering breaches of financial covenants for March and June 2008. The borrowing base stays at $3.806 million, leaving a $6.104 million deficiency, and forbearance runs from June 1, 2008 to May 31, 2009. Ross and Hutchins had to exercise options for 350,000 and 200,000 shares, the company must raise at least $1.5 million of subordinated loans by October 31, 2008, and it must obtain Nicaraguan government approval of its Tyra and Perlas offshore concessions by December 31, 2008. This continues the Amegy forbearance and shows the company now has offshore Nicaragua concessions.
28 May 2008listing compliance notice● NeutralMajor
AMERICAN NOBLE GAS, INC.'s exchange filed to remove a class of its securities from listing.
6 May 2008listing compliance notice▼ BadMajor
On April 30, 2008 NASDAQ rejected Infinity's compliance plan and decided to delist its common stock, with trading suspended at the open on May 9, 2008. The company does not intend to appeal. The stock may trade on another market such as the OTC Bulletin Board if a market maker applies. This resolves the bid-price and stockholders' equity deficiencies by loss of the NASDAQ listing.
9 Apr 2008listing compliance notice▼ BadMajor
On April 3, 2008 NASDAQ said Infinity's year-end 2007 stockholders' equity of $7.725 million was below the $10 million minimum and began reviewing its continued listing. The company had to submit a compliance plan by April 18, 2008, failing which NASDAQ would delist. This adds an equity-based problem to the earlier bid-price deficiency.
11 Jan 2008asset acquisition disposition● NeutralMajor
On January 7, 2008 Infinity completed the sale of its Colorado and Wyoming producing properties and 80% of its working interest in the undeveloped leases to Forest Oil for $17.4 million, subject to adjustments. Pro forma figures show about $11 million of Amegy debt repaid, open derivatives settled and $1.45 million received for a partial sale of a Texas well, leaving about $11 million of debt. Pro forma nine-month 2007 oil and gas sales fall from $7.1 million to $3.7 million. This completes the sale agreed December 27, 2007; the Amegy loan is not fully repaid.
3 Jan 2008material agreement● NeutralMajor
On December 27, 2007 Infinity agreed to sell essentially all producing properties in Colorado and Wyoming, plus 80% of its working interest in undeveloped Routt County and Sweetwater County leases, to Forest Oil for $17.4 million cash (about $16 million expected after adjustments). Proceeds are to retire about $12 million of Amegy debt, settle under $2 million of derivative liabilities and pay about $0.8 million of interest and fees, with the rest reserved for payables. A separate farmout lets Forest Oil drill a 10-well program in Erath County, Texas, to earn 75% of each well's spacing unit and, if completed, 50% of about 31,000 remaining net acres. This is the asset sale the August 2007 forbearance required.
3 Jan 2008listing compliance notice▼ BadMajor
On December 28, 2007 NASDAQ notified Infinity that its stock had closed below $1.00 for 30 consecutive trading days. The company has until June 24, 2008 to regain compliance by closing at or above $1.00 for ten consecutive business days.
7 Sept 2007debt financing▼ BadMajor
On August 31, 2007 Infinity signed a forbearance agreement with Amegy after breaching an interest coverage ratio, a funded debt to EBITDA ratio and a lien-release requirement. The borrowing base was cut from $22 million to $10.5 million, leaving an $11.5 million deficiency to cure by November 30, 2007 (possibly January 31, 2008), and the company agreed to market all Wyoming assets. The filing says more defaults are likely and Amegy could accelerate the debt and foreclose on assets. This turns the January 2007 facility into a troubled loan.
17 Jan 2007debt financing● NeutralMajor
On January 10, 2007 Infinity entered a $50 million reserve-based revolving credit facility with Amegy Bank, with an initial borrowing base of $27 million and a two-year term. It borrowed $8.9 million at closing for past-due trade payables, working capital and financing expenses; the loan is secured by substantially all assets and carries required hedges on at least 70% of proved developed producing production. This is new bank debt following the December 2006 sale of the services business and the notes it was to repay.
20 Dec 2006asset acquisition disposition▲ GoodMajor
On December 15, 2006 Infinity completed the sale of Consolidated Oil Well Services and CIS-Oklahoma to Q Consolidated Oil Well Services, LLC for about $52 million in cash, as agreed on December 1. The pro forma figures show the proceeds being used to redeem the remaining senior secured notes and accrued interest, which would leave the company with only its oil and gas operations (nine-month 2006 oil and gas revenue $9.5 million). The pro forma statements also reflect conversion of $7.357 million of notes into shares after September 30, 2006.
6 Dec 2006material agreement▲ GoodMajor
On December 1, 2006 Infinity agreed to sell its two oilfield services subsidiaries, Consolidated Oil Well Services and CIS-Oklahoma, to Q Consolidated Oil Well Services, LLC for $52 million in cash. Proceeds must repay in full the senior secured notes from the January 2005 deal, which with interest total about $51 million. Closing requires release of liens held by the noteholders and either side can terminate if it has not closed by December 19, 2006.
16 Oct 2006material agreement● Neutral
On October 10, 2006 Infinity granted Stanton E. Ross an option on 100,000 shares at $3.97 in connection with his recent appointment as Chief Executive Officer, vesting monthly through October 1, 2007 and fully on a change in control. This shows Ross is CEO again, replacing James Tuell in that role (the filing itself does not say why). The filing also attaches standard option agreement forms, and the address is now 633 Seventeenth Street, Denver.
15 June 2006material agreement● Neutral
On June 9, 2006 Infinity signed change-in-control agreements with Tuell (CEO), Ficker (CFO), Stanfield and Dean. On a change in control, their unvested equity vests, and if they are terminated or leave for good reason within 30 months they get lump-sum severance of 2.0, 1.5, 1.0 and 1.0 times annual compensation respectively. A change in control includes noteholders and warrantholders from the January 2005 deal reaching 35% of the voting power; Stanfield has a separate trigger tied to a sale of Consolidated Oil Well Services.
30 May 2006material agreement● Neutral
At the May 23, 2006 annual meeting, shareholders re-elected all five directors, approved a 2006 Equity Incentive Plan covering 470,000 shares, and ratified Ehrhardt Keefe Steiner & Hottman as auditor. The company also granted options on 340,000 shares at $6.48 to directors, officers and employees, vesting after one year. This adds to potential share dilution.
17 Mar 2006capital raising announcement● NeutralMajor
On March 17, 2006 Infinity sold $8.0 million more of senior secured notes with five-year warrants for 258,960 shares at $8.65 and 205,128 shares at $10.53, under the January 2005 purchase agreement, to fund exploration and development. Unlike the 42-month December 2005 tranche, these have an 18-month maturity that extends to 42 months only if at least $5 million of the notes is redeemed or converted by September 17, 2006; a closing agreement waived certain conditions for the sale.
2 Mar 2006financial restatement▼ BadMajor
On March 1, 2006 Infinity said it must restate its 2005 Q1, Q2 and Q3 financials again, this time because the January 2005 notes contain an embedded derivative and the attached warrants (and non-employee options and warrants) must be treated as liabilities rather than equity. Changes in their value will run through earnings. The changes are non-cash and do not alter cash flows; this follows the November 2005 restatement of the same notes' accounting, and investors are told not to rely on the earlier figures.
12 Dec 2005capital raising announcement● NeutralMajor
On December 9, 2005 Infinity sold another $5.5 million of senior secured notes, with five-year warrants for 191,882 shares at $8.03 and 151,988 shares at $9.77, under the January 2005 purchase agreement. Proceeds fund oil and gas exploration and development. This is another tranche after the $9.5 million in September 2005, with a 42-month maturity, 105% redemption in the first year, and a resale registration owed for the warrant shares; the notes may be repaid in shares in some circumstances, which could dilute holders.
7 Nov 2005financial restatement▼ BadMajor
Infinity reported results for the quarter and nine months ended September 30, 2005, and said it will restate its Q1 and Q2 2005 financials. The January 2005 senior secured notes' discount from a beneficial conversion feature had been expensed immediately but should have been spread over the life of the notes. This cuts the reported Q1 2005 net loss by $8.0 million (to $1.663 million) and the six-month loss by $7.9 million (to $2.464 million), with no change to cash flows; investors are told not to rely on the earlier figures.
13 Sept 2005business combination● Neutral
Effective September 9, 2005, Infinity merged into a new Delaware company, Infinity Energy Resources, Inc., to move its incorporation from Colorado to Delaware, as approved by shareholders on June 16, 2005. Each share converted one-for-one, notes and warrants now convert into the new company's shares, and the stock continues to trade on NASDAQ as IFNY.
8 Sept 2005capital raising announcement● NeutralMajor
On September 7, 2005 Infinity sold a first tranche of $9.5 million of additional senior secured notes with warrants for 283,051 shares at $9.40 and 224,202 shares at $11.44, under the January 2005 purchase agreement, to fund oil and gas exploration and development. It also agreed to call a shareholder meeting to approve issuing shares for warrants, interest and note repayment or conversion on up to $75 million of such notes, which could dilute shareholders if approved.
