Past year: ▼ 51%(3.35 – 7.21 USD)
Each one in plain English, with the numbers worked through for a shareholder.
22 Jan 2008material agreement● Neutral
On January 18, 2008 the company agreed to sell its main technology building to Mark Staton, an unrelated party, for $1,250,000, closing in March. The filing says the sale is part of a restructuring plan begun in late 2007, and the company will then move its headquarters to leased office space in Tulsa at market rates.
16 Jan 2008material agreement● Neutral
The company sold its testing lab to Emerging Fuels Technology for $50,000; the buyer takes on the lab's liabilities, including the building lease, though the company keeps a contingent liability on the lease if Emerging Fuels defaults. The buyer is controlled by Kenneth Agee, described as a former officer and director (earlier shown as chairman), believed to own over 5% of the stock, so this is a related-party deal.
21 Nov 2007material agreement● NeutralMajor
On November 18, 2007 the company agreed that Fletcher International will buy $12 million of its common stock over 24 months (capped at 19.99% of shares outstanding as of November 14, 2007). An initial $3 million comes between March 24 and April 8, 2008 at market price plus $0.60 a share; $9 million follows in months 7-24 at market price minus $0.20. Fletcher gets warrants on 50% of the shares bought in the later investments, exercisable at the first later-investment price plus $0.40. Shares will be issued under the existing S-3, so this dilutes existing holders; it adds another financing source after the Azimuth equity line.
6 Nov 2007material agreement▼ BadMajor
AEER and its parent did not pay on August 31, 2007. On October 29 and 31, 2007 the company received $2,000,000 from African Equity Partners (AEP) of Nigeria for buying part of the debt, leaving AEER and EERNL owing $5,171,802 plus interest from May 9, 2007 and legal costs. The company began steps under English law to force their winding up, but agreed with AEP not to act until after November 30, 2007; AEP has an option to buy more of the debt at face value until November 26, 2007. The sale has not been fully paid for.
2 Nov 2007listing compliance notice● NeutralMajor
Sooner Holdings, Inc.'s exchange filed to remove a class of its securities from listing.
17 Aug 2007material agreement▼ Bad
On August 13, 2007 the company agreed a fourth amendment moving AEER's $7,171,802 payment (plus interest from May 9, 2007) from August 3 to August 31, 2007. The company said AEER told it that it had signed a subscription agreement with a Norwegian investor, with funding subject only to existing shareholders' preemptive rights, a majority of whom had waived them. That is AEER's account, not confirmed by the filing.
9 July 2007material agreement▼ Bad
On July 9, 2007 the company agreed a third amendment to the Nigerian sale: instead of $7,171,802 by July 2, 2007, AEER will pay that sum plus interest from May 9, 2007 by August 3, 2007. Payment slips again, now with interest.
25 June 2007capital raising announcement▲ GoodMajor
On June 22, 2007 the company signed agreements with Tyson Foods to form Dynamic Fuels, LLC, owned 50/50, to build plants using its Biofining technology (renewable fuel from fats and vegetable oils). The first plant is expected in the South Central US, about 78 million gallons a year starting 2010, at about $150 million total cost; the company plans to fund its 50% share from capital markets financing it expects to seek, and each side puts in $4.25 million initially for site selection and engineering. This is a new line of business alongside the gas-to-liquids and coal work. The filing text is truncated, so further terms are not covered here.
21 June 2007material agreement▼ Bad
On June 21, 2007 the company agreed another amendment to the Nigerian sale: AEER must pay the remaining $7,171,802 by July 2, 2007, instead of June 15. The filing says $1 million was received May 9, 2007. A further delay of the payment.
9 May 2007material agreement▼ Bad
On May 8, 2007 the company agreed a second amendment to the Nigerian sale. The $2 million due by April 4 has been paid; AEER now owes $1 million by May 8, 2007 and $7,171,802 by June 15, 2007, replacing the earlier $8,171,802 due May 2. The balance is pushed back again.
2 Apr 2007asset acquisition disposition▼ Bad
On March 30, 2007 the company and the Nigerian buyer (AEER and its parent) amended the sale terms. Instead of $10,171,802 due on the earlier of April 1, 2007 or a capital raise, AEER will pay $2 million by April 4, 2007 and $8,171,802 by May 2, 2007. The buyer's payment is split and, for the larger part, pushed back.
23 Jan 2007asset acquisition disposition● NeutralMajor
On January 19, 2007 the company sold the two subsidiaries holding its Ajapa and Aje (offshore Nigeria) interests to African Energy Equity Resources Limited (AEER), a subsidiary of Energy Equity Resources (Norway) Limited. It has received a $2 million deposit and may get up to $23,171,802 more, depending on milestones (including $10,171,802 by April 1, 2007 or on a capital raise). Holmes stays a Nigerian subsidiary director and Branch Russell gives help for at least 180 days. The filing also says the rest of the Stranded Gas Participation Agreement was ended on December 20, 2006, with the company repaying $1,193,386 each to the Williams and Zilkha participants ($360,000 paid by December 22, 2006, $833,386 due by May 1, 2007). This resolves the Nigerian approval, transfer and Dorset/participant threads.
22 Jan 2007material agreement termination▲ GoodMajor
On January 16, 2007 the company signed a Consolidation and License Agreement with Marathon Oil giving Marathon a non-exclusive right to use its Fischer-Tropsch process, with the company earning royalties on actual production from any licensed plants Marathon builds. The deal ends the 1997 Master Preferred License Agreement, the DOE participation agreement and the $19 million and $2.3 million secured notes that financed the Catoosa demonstration plant, due December 15, 2006 per the earlier extension. Marathon also discharged $6.3 million of accumulated interest, and the company will pay Marathon $3 million in each of December 2008 and December 2009. This resolves the Marathon note maturity thread; the filing reports no material termination penalties.
19 Dec 2006material agreement● NeutralMajor
On December 12, 2006 the company's subsidiary took a $2 million deposit from Energy Equity Resources Limited (EER) under a non-binding letter of intent to sell all the stock of the two subsidiaries (Syntroleum International Holdings, Ltd. and Syntroleum International Holdings Company) that hold the Nigerian interests. EER would pay up to $23 million more on milestones: $10 million by the earlier of April 1, 2007 or when EER raises capital, $5 million from first revenues of each of the Ajapa and Aje interests, and $3 million if farminees fund at least half of the Aje-4 well. A purchase agreement is due by January 31, 2007. This follows the August 2006 plan to move a 7.5% OML 113 interest to EER and goes further, as the sale covers the Nigerian business.
21 Nov 2006material agreement● NeutralMajor
On November 20, 2006 the company signed an equity line of credit with Azimuth Opportunity Ltd., which is committed to buy up to $40 million of common stock (or just under 20% of shares outstanding, whichever comes first) over 24 months. The company chooses when to draw, up to 24 times, at a threshold price of at least $1.37 per share, with each draw limited to 2.5% of market capitalization, and shares are priced at a 3.125%–6.250% discount to market. It is not required to sell any shares, and sales would dilute existing holders. It also pays Reedland Capital Partners a 1.125% placement fee on each sale.
6 Oct 2006material agreement termination▼ BadMajor
On September 22, 2006 the company's subsidiary gave Dorset notice of default for failing to pay its share of capital calls within ten business days, and Dorset did not cure within the five-business-day period. The parties are discussing the terms of terminating the Stranded Gas Participation Agreement, and the company reports no material penalties. Director Ziad Ghandour, who had a 33.3% arrangement with Dorset, is seeking to withdraw from it, and Dorset has not consented. This undoes the Stranded Gas Venture formed in April 2005, whose Dorset commitment was at least $40 million.
16 Aug 2006material agreement● NeutralMajor
The company's Nigerian subsidiary agreed to transfer a 7.5% cost-bearing interest in OML 113 (including the Aje Field) to Energy Equity Resources Oil & Gas, which in return will bear the company's current 10% cost share of the next appraisal well. After that well, under an August 10, 2006 amendment to the Aje Participation Agreement, the company will bear 25% of later costs. The deal still needs preferential-rights waivers, approval from YFP and the other participants, and Nigerian government approval; participants have until October 5, 2006 to commit to the next appraisal well.
15 May 2006material agreement● NeutralMajor
On May 12, 2006 the company and Marathon Oil extended the maturity of its two secured notes ($19.0 million and $2.3 million, which funded the Port of Catoosa demonstration plant) from June 30, 2006 to December 15, 2006, with 'certain other changes' the filing does not detail. This pushes back the repayment date that was an open item in the earlier context.
23 Feb 2006material agreement● NeutralMajor
The company signed Amendment No. 5 to its consulting letter with TI Capital Management, whose principal is director Ziad Ghandour: he would be paid 1.5% of third-party equity and debt financing for each of the first two floating or fixed gas-to-liquids units in which the company holds equity, capped at $50 million combined, through December 31, 2010. On a change of control he could instead take a lump sum of $2 million (before the first unit's financing) or $10 million (in the two years after it, before the second). This replaces the earlier fee basis tied to a financing with a Chinese company, and the filing does not mention that financing.
3 Feb 2006material agreement▲ GoodMajor
On January 31, 2006 the company announced a Memorandum of Understanding with Sustec AG (Switzerland, parent of Future Energy of Germany) to form a 50/50 joint venture combining Future Energy's gasification technology with the company's Fischer-Tropsch technology for coal and other non-natural-gas fuel projects. It runs to the earlier of January 28, 2008 or definitive agreements on three initial projects in Germany and the United States, and the parties may not do similar integrated projects with third parties except as the agreement provides. It is an MOU, not a binding project, and sits alongside the Linc Energy coal effort.
12 Jan 2006material agreement● Neutral
The company and Linc Energy agreed to extend their coal-to-liquids Memorandum of Agreement from December 31, 2005 to June 30, 2006. The terms are otherwise as described in August 2005, and the filing again says no assurance that definitive agreements will be signed. This indicates the talks had not produced definitive agreements by the original end date (an inference from the extension).
22 Sept 2005material agreement▲ Good
A third amendment to the April 2005 Dorset filing reports that the Selim K. Zilkha Trust joined the Stranded Gas Participation Agreement on September 19, 2005 with a $10 million capital commitment. This adds to Dorset's at-least-$40 million and the Williams Trust's $10 million; the other terms are unchanged, and the stock purchase and exhibits are marked as previously filed.
7 Sept 2005material agreement● Neutral
The compensation committee raised CEO John Holmes's annual base salary to $255,000 and Senior VP Edward Roth's to $200,000, effective July 1, 2005. This is a routine pay change for two officers who also received option grants on June 30, 2005.
19 Aug 2005material agreement● NeutralMajor
On August 15, 2005 the company signed a Memorandum of Agreement with Linc Energy, Ltd. to negotiate in good faith definitive agreements for a coal-to-liquids plant using underground coal gasification, with Linc Energy funding up to AUS $5 million of a roughly two-barrel-per-day pilot plant in exchange for the company's pilot-plant engineering designs. It is a framework only: the filing says there is no assurance definitive agreements will be signed, and it ends December 31, 2005 unless extended. This is a new coal-based line of work alongside the company's gas-to-liquids and oil and gas interests.
6 July 2005material agreement● Neutral
This amendment corrects the cash-flow thresholds in the June 30, 2005 option vesting table, restating them as $1,375 million through $2,200 million rather than the $1.375 million through $2.2 million originally printed. The option grants themselves (same officers, amounts and $10.52 price) are unchanged.
5 July 2005material agreement● Neutral
On June 30, 2005 the company granted performance-vesting stock options at a $10.52 exercise price: 250,000 to Chairman Agee, 1,000,000 to CEO Holmes, 500,000 to CFO Jenkins and 250,000 to Edward Roth. How much vests depends on the stock price (up to $40+) and the net present value of future cash flows through 2010. A change of control can trigger accelerated vesting, which could dilute other holders.
28 Apr 2005material agreement● NeutralMajor
At the April 25, 2005 annual meeting, stockholders approved a 2005 Stock Incentive Plan allowing up to 6,600,000 shares, and approved Amendment No. 4 to the TI Capital (Ziad Ghandour) consulting letter. On April 27 the company issued Ghandour 86,356 shares on the closing of the $40 million-plus Stranded Gas Venture, and he chose $500,000 in cash instead of warrants. This resolves the earlier open thread on the Ghandour fee, though that fee was tied to the Stranded Gas Venture and the filing does not link it to the Chinese financing.
21 Apr 2005material agreement▲ Good
A second amendment to the Dorset filing reports that on April 20, 2005 the Ernest Williams II Q-TIP TUA (the Williams Trust) joined the Participation Agreement with a $10 million capital commitment, paying 3% within 10 days. This adds to Dorset's at-least-$40 million commitment, and the rest of the deal terms are unchanged.
14 Apr 2005material agreement● Neutral
This amendment repeats the April 11 Dorset deal and adds that director and consultant Ziad Ghandour, under an arrangement with Dorset, must pay 33.3% of Dorset's commitment and gets 33.3% of its interests and proceeds. He has no economic interest or voting rights in the Dorset-purchased shares. This links the Dorset venture to the Ghandour relationship already in the company's history.
13 Apr 2005material agreement▲ GoodMajor
On April 11, 2005 the company agreed to sell 1,000,000 common shares to Dorset Group Corporation (price not stated; the filing adds the agreement and legal exhibits). Its subsidiary Syntroleum International also signed a six-year Participation Agreement in which Dorset commits at least $40 million to evaluate and acquire oil and gas interests. The Participants get 20% of each project's working interest and are paid back first from project proceeds (cost recovery plus a 10% annual return) before Syntroleum International receives anything.
