31 Mar 2014listing compliance notice▼ BadMajor
GASCO ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 Feb 2014debt financing● Neutral
On Feb 18, 2014 Gasco, Orogen Energy (agent and lender) and Markham LLC extended the end date of the Oct 2013 revolving credit facility from Feb 18, 2014 to May 19, 2014. Gasco has borrowed $4,000,000 of the $5,000,000 facility, leaving $1,000,000 available. This continues the October 2013 restructuring financing, with more drawn than the $2.5M shown then.
19 Feb 2014material agreement● NeutralMajor
On Feb 12, 2014 Gasco's subsidiary and Wapiti amended the March 2012 Wapiti development agreement. The drilling program is cut to 15 named gas wells (either side may propose oil wells funded equally), Gasco will pay $3.75M of its $18.75M share with Wapiti funding the other $15M, Gasco will bear 22.5% of costs and receive 22.5% of revenue on program wells until payout, Wapiti no longer has to provide a letter of credit, and its obligation to drill two deep gas wells is dropped. This changes the earlier terms (Gasco $7.5M share, 32.5% revenue interest, 20/80 costs). Richard S. Langdon now signs as President and CEO, replacing W. King Grant.
2 Jan 2014listing compliance notice▼ BadMajor
GASCO ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
22 Oct 2013business combination▼ BadMajor
This notice of a coming board change describes a restructuring: Gasco missed the April 5 and Oct 5, 2013 interest payments on its 5.5% convertible notes (about $47.8M owed with default interest as of Oct 18, 2013). On Oct 17, 2013 Markham LLC and Orogen Energy bought all $45,168,000 of the notes, all Series C preferred and 2,743,818 common shares. On Oct 18 the notes and Series C were cancelled in exchange for 393,550,372 new common shares and 50,000 Series D preferred shares convertible into 7,295,744,128 common shares, and Gasco got a $5M revolving credit line from the buyers (with $2.5M drawn) for issuing them 250,000 shares. The buyers hold about 97.9% of the common stock on an as-converted basis, which is a change of control, and four directors resigned while the board was cut to three. For existing common holders this is heavy dilution; full conversion needs authorized shares raised to 9 billion, which the board recommends stockholders approve by written consent. This resolves the long-open convertible notes thread and the going-concern risk of a Chapter 11 filing in the near term, which the filing says the deal is expected to avoid.
1 May 2013listing compliance notice▼ BadMajor
The NYSE MKT filed a Form 25-NSE on April 29, 2013 to remove Gasco's common stock from listing and registration on the exchange, citing failure to meet both the financial-condition and low-price standards. The shares began trading on the OTCQB on April 26, 2013 under the ticker GSXN. This completes the delisting that began with the Dec 2012 and Jan 2013 notices.
29 Apr 2013listing compliance notice● NeutralMajor
GASCO ENERGY INC's exchange filed to remove a class of its securities from listing.
24 Apr 2013listing compliance notice▼ BadMajor
Gasco reversed course and decided not to appeal the NYSE MKT delisting decision, telling the exchange on April 23, 2013. Trading on the exchange was expected to be suspended on April 26, 2013, with the shares expected to move to the OTCQB Marketplace, though Gasco gives no assurance of that. This ends the appeal it said on April 2 it intended to make.
2 Apr 2013listing compliance notice▼ BadMajor
On March 27, 2013 the NYSE MKT told Gasco that its Feb 11, 2013 compliance plan did not reasonably show it could regain compliance with the financial-condition standard by June 30, 2013, and that it intends to start delisting proceedings. Gasco says it plans to appeal through an oral hearing before the exchange's panel but gives no assurance of success. This escalates the Dec 2012 low-price and Jan 2013 financial-condition notices.
17 Jan 2013listing compliance notice▼ BadMajor
On Jan 11, 2013 the NYSE MKT gave a second notice, saying Gasco's losses or financial condition make it questionable whether it can continue operations or meet its obligations as they come due. Gasco must submit a compliance plan by Feb 10, 2013 to regain compliance by June 30, 2013, or face delisting proceedings. This adds to the December low-price notice.
12 Dec 2012listing compliance notice▼ BadMajor
On Dec 6, 2012 the NYSE MKT told Gasco its shares have traded at a low price for a substantial period, and made continued listing depend on a reverse stock split by June 6, 2013. Gasco has not decided what action to take; if it does not comply, delisting procedures follow. This is a new listing problem, separate from the earlier 2009-2010 deficiency.
28 Mar 2012asset acquisition disposition▲ GoodMajor
On March 22, 2012 the Wapiti deal closed: Gasco sold 50% of certain Uinta Basin producing assets for $18.0 million cash plus a $1.19 million Wapiti promissory note, lower than the $20.75 million first announced because some properties were excluded when another working interest owner did not consent. Part of the proceeds repaid all borrowings under the JPMorgan credit agreement. The Twelfth Amendment extended its maturity to June 29, 2012 and cut commitments to $25,195.25 (figure as written in the filing), and Gasco also signed an amended Monarch gathering and processing agreement running through Feb 28, 2025, with Monarch releasing processing rights on the first 50,000 MMBtu/day (up from 30,000), which can be reduced if drilling investment targets are missed.
27 Feb 2012material agreement● NeutralMajor
On Feb 23, 2012 Gasco's subsidiary agreed to sell Wapiti Oil & Gas II an undivided 50% of its Uinta Basin producing assets in Utah for $20.75 million cash (before adjustments), with closing expected in March 2012. A Development Agreement would also give Wapiti 50% of the non-producing assets in return for a drilling program of $37.5 million, where Wapiti funds $30 million (of which $15 million is paid on Gasco's behalf) and Gasco funds $7.5 million. The program grows to $43.75 million if the 5-year gas strip is at least $5.00/MMBtu on the one-year anniversary. This is the other asset sale left open under the 2010 credit amendment, now with a named buyer; the filing itself does not link them.
26 Sept 2011material agreement● NeutralMajor
On September 21, 2011 Gasco signed a ten-year gas processing agreement with Chipeta Processing LLC for some of its Utah gas, reserving 25,000 Mcf/d of capacity at a 300 MMcf/d cryogenic plant Chipeta is to build; it is void if the plant and a Questar pipeline conversion are not completed by December 31, 2012. Gasco will pay processing fees and may owe deficiency payments if it falls short of minimum volumes. Monarch, which took over the gathering system in 2010, agreed to release processing rights on the first 30,000 MMBtu/d in return for a process sharing fee, and keeps gathering all the gas.
29 July 2011material agreement▼ BadMajor
On July 28, 2011 Gasco priced a second Lazard-led offering of 16,000,000 units at $0.25 each, each with one common share and a warrant for 0.71875 share at $0.35 for sixty months. Gross proceeds are $4.0 million and net about $3.6 million, with closing expected around August 3, 2011. This follows the June 2011 offering and adds further dilution, including warrants for up to 11,500,000 more shares.
10 June 2011material agreement▼ BadMajor
On June 10, 2011 Gasco priced a public offering of 25,000,000 units at $0.24 each, each unit being one common share plus a warrant for 0.75 share at $0.35 for sixty months, via Lazard Capital Markets. Gross proceeds are $6.0 million and net about $5.3 million, with closing expected around June 15, 2011. Shareholders face dilution from the new shares and from warrants for up to 18,750,000 more shares; the stated uses include capex, working capital, acquisitions, debt repayment or general purposes.
9 Nov 2010material agreement▲ Good
On November 3, 2010 Gasco signed an Eleventh Amendment to its JPMorgan credit agreement at the November redetermination, reaffirming the borrowing base at $16,000,000 until the next redetermination (scheduled May 2011) or an earlier reduction. The facility's termination was extended by one year to March 26, 2012. The base stays at the level set in February 2010 and maturity is pushed out.
3 Mar 2010asset acquisition disposition● NeutralMajor
On February 26, 2010 Gasco completed the sale of its Utah gathering system and two evaporation pits to Monarch Natural Gas for $23 million in cash, all used to repay credit facility borrowings; the borrowing base was cut to $16 million immediately. Gasco now pays Monarch to gather its Utah gas (initial rate $0.435 per MMBtu plus 5% of gas and liquids sale proceeds) under a dedicated agreement from March 1, 2010. This completes the January 29 sale and meets part of the Ninth Amendment's requirements; the filing does not mention the separate oil and gas property sale.
5 Feb 2010material agreement▼ BadMajor
On February 1, 2010 Gasco signed a Ninth Amendment to its credit agreement, cutting the borrowing base from $35 million to $16 million tied to the gathering system sale and the sale of an interest in certain oil and gas properties; it falls automatically to $16 million on April 1, 2010 regardless. Pricing rises 0.25% (Eurodollar margin now 2.75% to 3.75%), with a further 0.25% if the base is still above $16M on March 1. Failing to sell the assets by April 1, 2010 for a fixed minimum cash amount would be an Event of Default, which could let lenders demand repayment and could trigger default under the 5.50% convertible notes indenture. This follows the Monarch sale and sharpens the pressure on the credit facility.
3 Feb 2010material agreement● NeutralMajor
On January 29, 2010 Gasco and its subsidiary Riverbend Gas Gathering agreed to sell the Riverbend gas gathering system and two evaporative water-disposal facilities in Uintah County, Utah to Monarch Natural Gas for about $23 million in cash, subject to adjustments. Gasco would keep using the system under a gathering agreement, a salt water disposal agreement and a six-month transition services arrangement. The filing says closing is expected in the 'first quarter of 2009', which appears to be a typo for 2010 (inference). Closing is subject to conditions.
3 Dec 2009material agreement● Neutral
On December 1, 2009 Gasco signed an Eighth Amendment to its JPMorgan credit agreement. The scheduled borrowing base redetermination for 2009 stays at about May 1, removing the one planned for about November 30, 2009; for 2010 they are set for about January 30, May 1 and November 1, with 30 days to cure any deficiency after the January 30, 2010 one. Gasco may also end its financial consultant CoveView Advisors LLC effective November 29, 2009 for a $35,000 fee to the agent. This continues the string of amendments and removes the near-term (Nov 2009) redetermination, but a January 2010 one is now set.
1 Oct 2009material agreement● Neutral
On September 30, 2009 Gasco signed a Sixth Amendment to its credit agreement, delaying the special borrowing base redetermination indefinitely. The regular mid-year redetermination is set for about November 1, 2009, and any deficiency found would have 30 days to cure. This continues the string of amendments, so a possible borrowing base cut is still open.
18 Sept 2009listing compliance notice● NeutralMajor
On September 15, 2009 NYSE Amex accepted Gasco's compliance plan (submitted July 27, with added information on August 25) and extended its listing to December 27, 2010 to regain compliance. The listing continues subject to conditions and periodic review, and delisting procedures apply if progress or compliance falls short. This continues the June 2009 notice and does not yet resolve it.
31 Aug 2009material agreement▼ Bad
On August 28, 2009 Gasco signed a Fifth Amendment to its credit agreement. Pricing at 90%+ utilisation of the borrowing base rises by 0.25% (Eurodollar margin now 2.50% to 3.50%), and the special redetermination moves from about August 31 to about September 30, 2009, with 30 days to cure any deficiency.
7 July 2009material agreement● Neutral
On July 6, 2009 Gasco and its lenders signed a Fourth Amendment to the credit agreement, pushing the special borrowing base redetermination from about June 30 to about August 31, 2009. Any shortfall found would have 30 days to cure. This continues the credit-facility amendments.
30 June 2009listing compliance notice▼ BadMajor
On June 25, 2009 NYSE Amex told Gasco it fails continued listing standards: stockholders' equity under $2M with losses in two of the last three years, and under $4M with losses in three of the last four. Gasco must submit a compliance plan by July 27, 2009 to regain compliance by December 27, 2010, or face delisting procedures.
15 May 2009debt financing▼ BadMajor
On May 14, 2009 Gasco signed a Third Amendment to its JPMorgan credit agreement. The borrowing base was cut from $45M to $35M, leaving about $9M over the limit, which Gasco repaid using $8.5M from monetizing hedges (sold May 7) plus cash on hand. Pricing rose (LIBOR floor of 2.00%, higher margins), required collateral coverage went up, and Gasco must hire a financial consultant by May 29, 2009. It also re-hedged part of its production for June 2009 to March 2011, and a further special redetermination of the borrowing base is set for about June 30, 2009. This reverses the Dec 2008 expansion of the facility.
12 Dec 2008debt financing● NeutralMajor
On December 10, 2008 Gasco and JPMorgan Chase signed a Second Amendment to the March 2006 credit agreement. Maturity moves from March 29, 2010 to March 29, 2011, the interest pricing grid rises by 0.25%, the leverage covenant now uses trailing four quarters of EBITDAX, and Guarantee Bank and Trust joins as a lender with $5.0M of the now-$45.0M borrowing base. This continues the bank facility, whose borrowing base was $17M at signing.
1 Oct 2008auditor change● Neutral
On September 26, 2008 Gasco dismissed Hein & Associates, its auditor since 2004, and on September 29 engaged KPMG to audit 2008. Both the audit committee and the full board approved. Hein's 2006 and 2007 reports were clean, with no disagreements or reportable events.
2 Nov 2007business combination● Neutral
On November 2, 2007 Gasco filed Amendment No. 2 to its S-4 for the Brek merger. The merger is still pending: the Brek meeting date is still blank, and the merger agreement is described as amended on Jan 31, May 29 and Oct 22, 2007. Brek holders would get up to 11,000,000 Gasco shares. As of Oct 31, 2007 Brek had 80,910,562 shares and no options. Assuming about 817,000 more Brek shares are issued to CEO Richard Jeffs for entering the escrow agreement, the ratio is about 0.1346 Gasco share per Brek share, down from about 0.1375 in the prior amendment.