Each one in plain English, with the numbers worked through for a shareholder.
13 Nov 2015material agreement▼ BadMajor
Filed November 13, 2015 for an agreement effective June 30, 2015, the fifth amendment to the Independent Bank credit agreement keeps the borrowing base at $12.4 million and sets monthly commitment reductions of $125,000 from July 1, 2015. The bank waived defaults on the current-ratio covenant for the quarter ended December 31, 2014 and on the rule against payables more than 90 days past due for the quarters ended December 31, 2014 and March 31, 2015. This continues the pattern of covenant breaches being waived, now including overdue payables.
On April 21, 2015 Red Mountain, through its subsidiaries, sold 50% of its interest in certain oil and gas assets to Black Shale Minerals, LLC for $25.0 million (subject to adjustments), effective April 1, 2015. It plans to use the cash to repay part of the Independent Bank loan, pay accounts receivable and for working capital. The same day the bank cut the borrowing base and commitment from $27.8 million to $12.4 million and set monthly reductions to $0. Pro forma financials are to be filed later.
On March 11, 2015 Independent Bank waived the borrowers' failure to meet the current-assets-to-current-liabilities ratio for the quarter ended September 30, 2014. The bank also cut the borrowing base and commitment from $30 million to $27.8 million from March 1, 2015, with monthly commitment reductions of $350,000 starting then. This is a second covenant waiver on the 2013 credit facility, now paired with a smaller credit line.
On August 12, 2014 Red Mountain announced a planned underwritten public offering of more Series A preferred stock (Northland Capital Markets and Euro Pacific Capital as managers; Nasdaq listing applied for), with proceeds meant to fund part of its fiscal 2015 development program; price and size were not set. Its operational update reported net production of about 109.2 MBoe for the quarter ended June 30, 2014 (about 1,200 Boe/d). The first Kansas well, Besperat #1 in Rush County, found no commercial hydrocarbons (dry hole cost about $100,000) out of a planned seven-well program, while a Turkey Track Bone Spring well made 632 Boe/d at its peak.
13 May 2014capital raising announcement● NeutralMajor
On May 12, 2014 Red Mountain agreed to exchange 222,224 shares of its Series A preferred stock for 1,388,898 common shares, effective April 1, 2014. That leaves 254,463 preferred shares outstanding with a total redemption amount of $6.4 million. This continues the conversion of the 2013 preferred (treated as debt) into common stock, which reduces the preferred and its dividend obligation but adds common shares.
Effective January 31, 2014, Red Mountain combined every 10 shares of common stock into 1 (about 134.0 million shares became about 13.4 million) and cut authorized common shares from 500 million to 50 million. It also moved its incorporation from Florida to Texas by merging into a wholly owned Texas subsidiary; the same directors and officers continue. Both steps were approved by shareholders at the December 20, 2013 annual meeting. Warrant terms were adjusted proportionally, and the stock traded as RDMPD for 20 business days before reverting to RDMP. Holders' ownership percentages are unchanged by the split; fractional shares are paid out in cash.
RED MOUNTAIN RESOURCES, INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
On October 3, 2013 Red Mountain agreed to take $75,000 of O&G Leasing 2009A debentures and $1,016,000 of 2009B debentures from one holder for 872,800 of its shares. It also declared its first quarterly dividend on the Series A preferred stock, about $0.4167 per share, payable October 15, 2013 to holders of record on September 30. The debenture exchanges for shares continue, and the preferred dividend is a new ongoing cash cost.
On September 12, 2013 Independent Bank waived a default over the borrowers' current-asset-to-current-liability ratio as of May 31, 2013, which they had failed to meet. The amendment also adjusted terms for the move of the fiscal year-end from May 31 to June 30 and raised the borrowing base and commitment from $20 million to $30 million (commitment increase on payment of a $10,000 fee). This shows a covenant breach on the February 2013 credit facility, which the lender waived.
On August 22, 2013 Red Mountain signed an amended underwriting agreement with Global Hunter Securities to sell up to 750,000 units (up from 500,000) at $22.50 each. Each unit is one 10% Series A cumulative redeemable preferred share ($25 liquidation preference) plus a warrant for up to 25 common shares, with sales to the public and to certain noteholders in cancellation of debt. The company will redeem the preferred on July 15, 2018 at $25 plus unpaid dividends, so it will be shown as debt on its balance sheet. Closing was expected around August 27, 2013.
