23 Oct 2007material agreement● Neutral
On October 22, 2007 Gasco and Brek signed a third amendment extending the optional termination date of the merger agreement from October 31, 2007 to December 31, 2007. The Brek merger remains unclosed.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
18 Oct 2007business combination● Neutral
On October 18, 2007 Gasco amended its S-4 for the Brek merger. The exchange ratio is now about 0.1375 Gasco share per Brek share, since 79,973,062 Brek shares are outstanding and no Brek options remain. The total is still up to 11,000,000 Gasco shares, the meeting date is still blank, and the contents list now includes a spin-off of Brek assets as a closing condition (the excerpt does not describe it).
6 July 2007business combination● NeutralMajor
On July 6, 2007 Gasco filed the Form S-4 registering up to 11,000,000 shares to be issued to Brek holders in the merger; the Brek shareholder meeting date is not yet set. It states Brek holders would get about 0.1369 Gasco share per Brek share (79,973,062 Brek shares outstanding plus 37,000 option shares) and cites a Brek price of $0.19 per share on the Gray Market. This is the registration step the September 2006 merger agreement called for.
30 May 2007material agreement● Neutral
On May 29, 2007 Gasco and Brek signed a second amendment moving the optional termination date for the Brek merger from May 31, 2007 to October 31, 2007. The deal is still pending and the deadline has been extended a second time.
2 Feb 2007material agreement● Neutral
On January 31, 2007 Gasco and Brek amended the merger agreement to push the optional termination date from January 31, 2007 to May 31, 2007. The merger has not closed, and this simply gives more time.
21 Sept 2006business combination● NeutralMajor
On September 20, 2006 Gasco agreed to acquire Brek Energy, its partner in the undeveloped Riverbend acreage (25% working interest and the 5% option), by issuing 11 million Gasco shares for all Brek shares on a fully diluted basis. Closing needs Brek shareholder approval, an effective Form S-4 and other customary conditions; Brek may owe Gasco a $1.0M termination fee plus up to $1.0M of expenses in some terminations. Six Brek stockholders signed a voting agreement to back the deal, and Brek's CEO (about 18% holder) will put 550,000 of the Gasco shares he receives into escrow for warranty claims.
17 Aug 2006asset acquisition disposition▲ Good
On August 14, 2006 Gasco bought working interests in producing and non-producing Utah oil and gas properties and about 21 miles of gathering pipeline from Dominion Exploration & Production for $4,875,000 cash plus production settlement, subject to later adjustments. The wells (24) produce 850 Mcfe/d gross and 680 Mcfe/d net, and the deal brought about 1.6 billion cubic feet equivalent of proved reserves; the filing says it has a negligible effect on net acreage. The company is still deciding whether it must file financial statements for the acquired properties.
31 Mar 2006debt financing● NeutralMajor
On March 29, 2006 Gasco signed a $250 million credit agreement with JPMorgan Chase as agent, secured by its subsidiaries' stock and mortgages on substantially all its oil and gas properties. The borrowing base is initially $17 million, nothing was borrowed at signing, and principal is due March 29, 2010. It carries financial covenants (current ratio and senior debt to EBITDAX) and limits on other debt, asset sales and dividends. This adds a bank facility alongside the 2004 convertible notes.
31 Jan 2005material agreement● Neutral
On December 23, 2004 Gasco signed the agreement finishing the October deal with chairman Marc Bruner and President Mark Erickson. They transferred their rights to overriding royalties of 0.06% to 0.6% in certain Utah and Wyoming properties (from the Pannonian Employee Royalty Trust), and in return Gasco will convey equivalent royalties if it sells the properties, on certain change-of-control events, or on termination of employment. The two waived the 100,000-share options originally planned, which changes the October terms. The Audit Committee approved the deal.
3 Dec 2004listing compliance notice▲ GoodMajor
the American Stock Exchange certified GASCO ENERGY INC's securities for listing, clearing them to begin trading.
2 Dec 2004listing compliance notice▲ Good
This amendment to the November 23 notice gives the AMEX start date for Gasco's common stock (symbol GSX) as December 6, 2004, and says Gasco filed a Form 8-A on December 2, 2004 to register the stock for the exchange. It continues the move from the OTC Bulletin Board.
23 Nov 2004listing compliance notice▲ GoodMajor
Gasco announced that the American Stock Exchange approved listing its common stock, to trade under the symbol GSX within five to 10 business days, subject to meeting listing standards at that time. Trading on the OTC Bulletin Board (GASE) will end when AMEX trading starts.
20 Oct 2004capital raising announcement● NeutralMajor
On October 20, 2004 Gasco closed a private placement of $65 million of 5.50% Convertible Senior Notes due 2011, convertible at $4.00 per share, with net proceeds of $62,075,000. About $10.3 million went to U.S. government securities pledged to cover the first six interest payments, and the $2.5M debentures converted into 4,166,665 shares as planned. This is Gasco's first significant debt and brings potential dilution, though the filing states the notes carry no financial covenants.
14 Oct 2004asset acquisition disposition● Neutral
This amendment adds the pro forma financials promised for the completed Riverbend net profits sale (total cash $4,314,984). Pro forma, the sale would have raised the six-month 2004 net loss from $1,265,067 to $1,651,605, and the 2003 net loss from $2,526,525 to $2,615,390. Total assets are unchanged because cash replaces property value. Gasco also agreed to a 3.25% financing fee to the buyers, with $148,176 paid at closing.
14 Oct 2004material agreement● NeutralMajor
Filed to update information for Gasco's effective registration statements. The holders of the $2.5M 8.00% Convertible Debentures (RENN Capital Group is the agent) agreed to convert into 4,166,667 shares at $0.60, contingent on closing a proposed Convertible Senior Notes due 2011 offering, with Gasco paying a $270,247 early-conversion fee. The board (excluding Bruner and Erickson) also approved a deal where Bruner and Erickson give up overriding royalty rights from the Pannonian Employee Royalty Trust in exchange for options on 100,000 shares each, with definitive agreements expected within 30 days. The updated risk factors report a 2003 net loss of $2,526,525, a six-month 2004 net loss of $1,265,067 and an accumulated deficit of $26,556,828 at June 30, 2004.
24 Sept 2004asset acquisition disposition● NeutralMajor
On September 20, 2004 Gasco closed the second and final part of its Riverbend net profits interest sale to Red Oak Capital Management, MBG and MBGV Partition, covering three more wells. It received $1,390,960 after adjustments, bringing total cash for both parts to $4,314,984. This resolves the pending second closing; Gasco remains operator with a 75%-100% working interest in all 8 wells, and a pro forma 8-K/A was promised.
14 Sept 2004auditor change● Neutral
Deloitte & Touche resigned as Gasco's auditor on September 8, 2004, after discussions about staffing demands from Sarbanes-Oxley requirements, and Hein & Associates was engaged on September 14 for fiscal 2004. Deloitte stays on for tax advice. The filing reports no disagreements and no reportable events. This reverses the 2001 choice of Deloitte.
7 Sept 2004asset acquisition disposition● NeutralMajor
On August 20, 2004 Gasco sold net profits interests of 18.75% to 25% in five Riverbend wells in Utah to Red Oak Capital Management, MBG and MBGV Partition, receiving $2,924,024 cash after adjustments. A second part covering three more wells, for $1,537,036 less adjustments, depends on resolving title defects and is expected before September 30, 2004. Gasco keeps its working interest and operatorship, and the interests expire twelve years after each well's first production.
14 Apr 2004asset acquisition disposition● Neutral
This filing adds the financial statements for the March 2004 Riverbend purchase from ConocoPhillips. The properties had 2003 oil and gas revenue of $1,087,616 against direct operating costs of $412,029. Reserves on a 100% basis are 8.0 Bcfe, versus 6.5 Bcfe if the third party exercises its purchase right. The pro forma shows 2003 net loss of $2,526,525 as reported, or $1,928,138 with the acquisition included.
17 Mar 2004asset acquisition disposition▲ GoodMajor
On March 9, 2004 Gasco bought working interests and gathering system assets in its Riverbend area in Utah for $3,175,000 cash, from an unrelated partner (the exhibit names ConocoPhillips as the seller). It becomes operator, with about 650 Mcf per day net production, 6.5 Bcfe of estimated proved reserves and 13,062 net acres. An unrelated third party can buy 25% of the properties at the same price within 30 days.
31 July 2002asset acquisition disposition● NeutralMajor
On July 16, 2002 Gasco sold Brek Energy and other shareholders 25% of its working interests in its undeveloped acreage, taking back 6,250,000 common shares and 500 preferred shares. This eliminated all preferred stock (convertible into 4,750,000 common shares) and its preferential voting rights, leaving 35,188,800 common shares outstanding. Brek holds no Gasco equity afterwards, its president Gregory Pek left the board, and Brek has an option to buy another 5% of the acreage for $10.5 million in two installments by January 2004 and 2005.
7 May 2002asset acquisition disposition● NeutralMajor
On May 1, 2002 Gasco acquired oil and gas leases covering 62,276 net acres in Sublette County, Wyoming (Greater Green River Basin) from Shama Zoe Limited Partnership for 9,500,000 newly issued shares, valued at $18,525,000 at $1.95 a share. This replaced a February 2002 option to buy for $12,000,000 cash, and the seller's carried interest on wells was reduced, falling to 0% after the first 50 wells. Shareholders were diluted by the share issue. Officer Howard Sharpe is expected to get a $300,000 bonus and options, and he and his wife own a 0.42% stake in the seller.
18 Dec 2001auditor change● Neutral
Amendment to the October 29, 2001 auditor report. The only substantive additions are that Wheeler Wasoff was dismissed and that there were no disagreements in the two most recent fiscal years. The Deloitte engagement and going-concern wording are otherwise unchanged.
2 Nov 2001auditor change● Neutral
Gasco's board engaged Deloitte & Touche to audit 2001 because its stock purchase agreement with First Ecom.com requires using the same auditor as First Ecom. The earlier auditor, Wheeler Wasoff, had no disagreements with the company, but its reports for 1999 and 2000 included a going-concern uncertainty paragraph.
16 Apr 2001asset acquisition disposition● NeutralMajor
Amendment No. 4 to the January 31, 2001 report: the company (then San Joaquin Resources Inc.) bought Pannonian Energy in an all-stock merger completed March 30, 2001, with each Pannonian share swapped for about 1.74 company shares (14,000,000 shares issued, 24,050,000 outstanding afterwards). It renamed itself Gasco Energy, now trades as GASE on the OTC Bulletin Board, and Pannonian's leaders (Marc Bruner, Mark Erickson, Howard Sharpe) took over the board and management. Pannonian's Riverbend Project in Utah's Uinta Basin (over 30,000 acres, with a joint venture with Phillips Petroleum) is its only asset at closing, and drilling depends on funding that the filing links to a financing agreement with Wet Coast Management.