17 Mar 2011listing compliance notice▼ BadMajor
Wentworth Energy, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
10 Nov 2010financial restatement▼ BadMajor
On November 10, 2010 Wentworth's board said its first- and second-quarter 2010 financial statements should no longer be relied on, because it had not recorded an extra 5.85% default interest on the Senior Notes: $786,482 for the three months to March 31, 2010 and $1,572,964 for the six months to June 30, 2010. Restating adds those amounts to interest expense and net loss (six-month net loss goes from $1,602,190 to $3,175,154) and raises the stockholders' deficit at June 30, 2010 from $49,646,082 to $51,219,046. Amended 10-Qs are to follow. This continues the company's history of restatements and its default-rate exposure on the Senior Notes.
27 Mar 2009material agreement● Neutral
On March 25, 2009 Wentworth extended CEO David Steward's consulting agreement to October 31, 2009 at $15,000 a month plus an annual bonus, and granted him an immediately exercisable option for 500,000 shares at $0.03, expiring March 24, 2014. The company's address is now 800 N. Church Street, Palestine, Texas.
7 Nov 2008financial restatement▼ BadMajor
On November 5, 2008 Wentworth concluded its 2007 annual accounts and 2008 first- and second-quarter reports should not be relied on again. Stock option amendments on November 14, 2007 removed service conditions, so about $2.1 million of compensation expense should have been booked in Q4 2007, raising general and administrative expenses by $2.1 million. This is a second restatement after the August 2008 one over the debt restructuring.
4 Nov 2008material agreement▼ Bad
On November 4, 2008 the noteholders waived the October 1, 2008 quarterly interest payment, on condition that Wentworth pays it on January 1, 2009. This is a deferral, not forgiveness; interest remains owed.
9 Sept 2008auditor change▼ Bad
On September 9, 2008 Hein & Associates resigned as auditor and Malone & Bailey of Houston was appointed. Hein's reports for 2006 and 2007 raised substantial doubt about the company continuing as a going concern, and the filing reports no disagreements. This comes shortly after the August 2008 restatement notice.
25 Aug 2008financial restatement▼ BadMajor
On August 22, 2008 Wentworth concluded its 2007 annual accounts and first-quarter 2008 report should not be relied on, after SEC staff correspondence about how the October 2007 debt restructuring was accounted for. Amended filings will follow; no figures are given.
18 Aug 2008listing compliance notice▼ Bad
Wentworth Energy, Inc. withdrew a registration statement, abandoning the offering it covered.
15 Aug 2008material agreement▲ Good
On August 14, 2008 (effective June 30, 2008) the noteholders unconditionally waived Wentworth's duty to file registration statements under the amended registration rights agreement. This removes the registration obligation that was the source of the earlier default dispute.
20 May 2008material agreement● Neutral
On May 19, 2008 Wentworth signed an amendment with the noteholders changing certain provisions of the October 2007 notes and warrants. The filing does not say what changed; the terms are only in the attached exhibit form.
6 Nov 2007capital raising announcement▼ BadMajor
On October 31, 2007 Wentworth restructured the senior notes after disputes over its failure to register the underlying shares, redemption demands and foreclosure notices. Notes are restated at $48,776,572 (the original $32,350,000 plus interest and penalties) plus a new $5,000,000 note, convertible at $0.65 (down from about $1.40) with a full ratchet, due October 31, 2010; existing defaults are waived and redemption notices withdrawn. Cornell (YA Global) debentures were also restated at $1,418,573, and investors agreed to dissolve Wentworth Oil and Gas. This resolves the redemption-demand dispute but with much lower conversion price and larger debt, so more dilution for shareholders.
6 Sept 2007listing compliance notice▼ Bad
Wentworth Energy, Inc. withdrew a registration statement, abandoning the offering it covered.
2 May 2007debt financing▼ BadMajor
Three holders of the July 2006 senior notes (CAMOFI, Highbridge and Castlerigg) demanded redemption of $24,000,000 of principal, claiming over $33,600,000, citing claimed events of default. Wentworth disputes parts of the claims, does not intend to redeem and says it does not have the funds; restructuring talks had not been finalized. This turns the $32.35M financing from the earlier thread into a default dispute.
20 Dec 2006financial restatement▼ BadMajor
On December 13, 2006 Wentworth concluded its 2005 annual accounts and five quarterly reports (June 2005 to September 2006) should not be relied on because of accounting errors. They include $612,095 more stock option expense for 2005, a $189,000 well-plugging obligation added, and an $8,100 depletion expense reversed; restated filings were expected the same day. The company's address is now Palestine, Texas.
7 Nov 2006material agreement▲ GoodMajor
On November 1, 2006 Wentworth signed a three-year lease and a joint operating agreement with Marathon Oil to explore about 9,000 acres of its Freestone County, Texas mineral block (the Ball minerals bought in July). Wentworth gets a 21.5% royalty on deep production and 23% on upper zones (above 8,500 feet) with a 50/50 drilling partnership there, and Barnico Drilling will be drilling contractor on upper wells. This is the first reported development of the Ball properties after the July purchase.
26 Sept 2006asset acquisition disposition● Neutral
This amendment to the August 2 report on the July 26, 2006 Barnico Drilling purchase (2,500,000 shares and $5,000,000 cash) adds Barnico's financial statements and pro forma statements. Barnico had drilling revenue of $3,134,753 and net income of $229,178 for the six months to June 30, 2006, against a net loss of $120,705 for 2005 on revenue of $7,543,471. This satisfies the open item on Barnico financials; the filing also repeats that George Barnes became a director on August 21, 2006 with 2,350,000 options at $1.50.
22 Sept 2006asset acquisition disposition● Neutral
This amendment adds Wentworth Oil & Gas's unaudited March 31, 2005 financials and pro forma statements, and corrects the exchange date to May 12, 2005 (the June 1 filing said June 1). It also states that after 180,000 more shares on August 4, 2005, Wentworth held 97.79% of Oil & Gas, with 540,000 shares still exchangeable. For the quarter, Oil & Gas had no revenue and a loss of $103,553, with a deficit of $249,859 and liabilities exceeding assets.
2 Aug 2006asset acquisition disposition● NeutralMajor
On July 26, 2006 Wentworth completed buying 90% of the P.D.C. Ball Limited Partnership mineral and royalty estate (Texas land, minerals, royalties and leases) for $17,660,000 cash and 1,500,000 restricted shares issued to Roboco Energy, Inc. Roboco keeps 10% and a 3% overriding royalty. Michael Studdard (executive officer and director) and Tom Temples (executive officer) get consulting deals of $120,000 in year one, then $180,000 a year for two years, plus $27,000 a year, and 2,350,000 options each at $1.50. The deal was funded by the July financing.
2 Aug 2006asset acquisition disposition● NeutralMajor
On July 26, 2006 Wentworth completed buying 100% of Barnico Drilling, Inc. from George Barnes under a March 26, 2006 agreement, for 2,500,000 shares and $5,000,000 cash, after securing the $32,350,000 financing on July 25. Barnico's shareholders get a 2% overriding royalty on new production revenue from the division Barnes heads. Barnes becomes a director and consultant ($120,000 in year one, then $180,000 a year for two years, plus $27,000 a year) with 2,350,000 options at $1.50. This resolves the pending deal and uses the new financing.
27 July 2006capital raising announcement▼ BadMajor
On July 24, 2006 Wentworth agreed to issue $32,350,000 of senior secured convertible notes plus warrants for 46,214,286 shares. Notes are secured on all company assets, carry 9.15% interest (15% on default), mature in three years, convert at about $1.40 a share, and repay in 25 installments from the first anniversary, payable in shares if conditions are met. A full-ratchet clause lowers the conversion price if shares are later issued cheaper, so shareholders face heavy dilution. Proceeds are for the Ball mineral properties via Roboco, Barnico Drilling and drilling, not for repaying other debt; Cornell agreed to subordinate its financing. This is far larger than earlier financing.
30 June 2006capital raising announcement● Neutral
Wentworth listed share issues from May to June 2006, including 122,333 shares for conversion of $183,500 of a May 2005 note, 684,615 shares for conversion of $445,000 of the January 2006 Cornell debentures, 125,000 shares plus 125,000 warrants for $500,000 cash, and warrant and option exercises bringing in cash. It also issued 200,000 shares under a February 20, 2006 joint venture letter agreement and 155,000 shares for investor relations services. No commissions were paid. These add to the share count and show Cornell converting part of its debentures.
3 May 2006auditor change● Neutral
On May 3, 2006, MacKay LLP resigned as auditor and Hein & Associates LLP of Dallas was appointed. The company said it wanted accountants nearer its Texas base. There were no disagreements and MacKay's reports for 2004 and 2005 had no adverse opinions; MacKay's letter agrees. This is the second auditor change since April 2005.
13 Mar 2006material agreement termination● NeutralMajor
In November 2005 Wentworth cancelled its deal for the 1,592-acre Asphalt Ridge lease from Utah Oil Sands, Inc. before closing, and the 1,000,000 shares issued for it were cancelled. This reverses the October 2005 acquisition. The board said it was in the company's best interest to pursue other ventures. Wentworth keeps about 1,900 acres of other Asphalt Ridge oil sands leases near Vernal, Utah, acquired in December 2005.
23 Jan 2006capital raising announcement● NeutralMajor
Wentworth sold Cornell Capital Partners $1,500,000 of 10% convertible debentures with a three-year term: $1,000,000 paid on closing and $500,000 due before a registration statement is filed. Conversion is at the lower of $0.65 or 85% of the lowest 15-day average price, so a falling share price means more shares issued; Cornell's holding is capped at 4.99% of shares. The filing lists security agreements and warrants at $0.60, $0.80 and $1.00 as exhibits, but does not state their terms or say what the money is for.
11 Jan 2006capital raising announcement● Neutral
On December 30, 2005, Wentworth sold 775,230 shares to non-U.S. investors and 583,524 shares to another investor, all at $0.50, raising $387,615 and $291,762. Each buyer also received warrants to buy the same number of shares at $1.00 until December 30, 2008. It also issued 77,500 shares under investor relations agreements at $0.25. All of this adds to the share count.
What it means for a shareholder
583,524 new shares at US$0.500 to raise about US$291,762. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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9 Nov 2005asset acquisition disposition● NeutralMajor
Wentworth reported it acquired a 1,592-acre Asphalt Ridge Tar Sands lease in Utah's Uinta Basin on October 19, 2005, for 1,000,000 shares and a 12% royalty on net proceeds, its first oil sands move. It also listed several small share issues from September to November 2005 (including 100,000 shares as an origination fee on a $4,000,000 line of credit, 10,000 for Archer County oil properties, and 100,000 for consulting), and appointed Jim Whiteside as a director and President of Oil Sands Development. All the share issues add to the share count.
19 Sept 2005material agreement● NeutralMajor
On September 13, 2005, Wentworth signed a three-year, $1 million line of credit with Coach Capital, LLC, which can grow to $4 million if agreed performance criteria are met. Advances carry 10% interest and a 2% fee, and Coach can convert them into shares at $0.90 on the first $1 million, with later draws at 75% of the five-day bid price (floor $0.90). Conversion could dilute shareholders. A finder's fee of 100,000 was paid to a third party.
1 Sept 2005asset acquisition disposition▼ Bad
This amendment repeats the June 1 description of the Wentworth Oil & Gas share exchange and adds that company's audited financials for the period from incorporation on July 21, 2004 to December 31, 2004. They show no revenue, a loss of $146,306, proved undeveloped oil and gas property of $202,460, and total assets of $214,794. The auditor's report raises substantial doubt about its ability to continue as a going concern. The filing says it expects to be financed by loans from Wentworth Energy.
25 Aug 2005capital raising announcement● Neutral
Wentworth reported more share issues around August 4, 2005: 9,000 shares for services, 15,000 and 400,000 and 20,833 shares under investor relations agreements, and 6,000 shares as a note bonus, all priced at $0.25. It also issued 180,000 shares to six Wentworth Oil & Gas shareholders exchanging their shares, which continues the exchange from June. No commissions were paid. These issues add to the share count.
23 Aug 2005auditor change● Neutral
This amendment adds the letter from the former auditor, dated August 19, 2005, which agrees with the company's statements about the April 2005 auditor change. It resolves the missing-letter point from the earlier August 8 filing.