Capital Stock | 6 Months Ended |
Jan. 31, 2014 |
Capital Stock [Abstract] | |
Capital Stock | Note 7 – Capital Stock |
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Series A Preferred Stock |
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On December 2, 2013, we filed a Certificate of Designation that created a new class of stock: Series A 7% Convertible Voting Preferred Stock (“Series A Preferred”). Up to 10,000 shares of Series A Preferred are authorized. The stock has a stated value $400 per share, pays annual dividends at 7%, and is convertible into HEC common stock, at the holder’s option, at a conversion rate of $2.00 per share. The Series A Preferred is neither redeemable nor is it callable. Series A Preferred shareholders may vote their common stock equivalent voting power. We analyzed the Series A Preferred using the guidance contained in ASC 815-40 and concluded that the instrument was indexed to our own stock and qualified to be included in stockholders’ equity. |
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In connection with the acquisition of HCN on December 9, 2013, HEC issued 8,188 shares of our Series A Preferred Stock to a former Preferred Stock shareholder of HCN, as described in Note 2 – Acquisitions, above. Value of the preferred stock at issuance was $3,275,200 (8,188 shares at par value of $400). These shares were recorded in equity at par of $3,275,200. Because the Series A preferred stock is immediately convertible, the value of a beneficial conversion feature of $949,808 was immediately recognized as a dividend. |
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Common Stock Issuances |
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On October 31, 2013, we issued 1,859,879 shares of common stock to HCN to settle the $2,400,000 Fee as described in Note 6 – Notes Payable, $553,630 of interest and late fees associated with the Fee, and $635,937 of joint interest billings payable to HCN for its work on the Namibian concession. The shares were valued and recorded at $3,589,567, based on the value of the obligations settled. |
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In connection with the acquisition of HCN on December 9, 2013, we issued 25,190,000 shares of our common stock, as described in Note 2 – Acquisitions, above. These common stock shares were recorded in equity at par of $25,190 plus additional paid-in capital of $582,616, totaling $607,806, as described above in Note 2 – Acquisitions. |
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In conjunction with the HCN acquisition, we issued 22,410,000 shares of our common stock to the former owners of NEI. These shares were contingently-issuable consideration for the acquisition of NEI and we valued them at $31,612,000 and recorded it as Acquisition-related costs - related party expense in September 2012. |
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During the six months ended January 31, 2014, we issued 134,703 shares of common stock to employees for services performed. We recognized $270,641 in compensation expense for these shares. |
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HCN Series A Preferred Stock |
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On December 3, 2013, before the HEC acquisition of HCN, HCN issued 3,963 shares of its Series A Preferred Stock to Kent Watts, HCN CEO, in order to cancel amounts owed to him for advances he made to the Company in the amount of $1,379,891 plus accrued interest and dividends owed to him of $205,309, totaling $1,585,200. These 3,963 shares of preferred stock plus the previously outstanding 4,225 shares were exchanged for 8,188 shares HEC Series A Preferred Stock, as described above in the acquisition of HCN. |
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HCN Common Stock Issuances |
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During the six months ended January 31, 2014, prior to HEC’s acquisition of HCN, HCN issued 6,559,257 shares of its common stock for cash of $31,071. These shares were included in the HCN shares exchanged for the 25,190,000 HEC shares in the HCN Acquisition, as described above. |
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Receivables for Common Stock |
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On September 6, 2013, HCN sold 575,000 shares of HEC common stock to an employee of HCN in exchange for a note receivable in the amount of $1,000,000. HEC acquired this receivable upon its acquisition of HCN. The note is non-interest bearing and is payable only upon the sale of the common stock to a third party or HEC stock being listed on either the NASDAQ or NYSE stock exchanges. We will receive 95% of the proceeds up to $1,000,000 if the underlying stock is sold to a third party. Within 90 days of HEC stock being listed on a major stock exchange, we will receive up to $1,000,000, or the note can be paid earlier at the discretion of the other party. We collected $375,000 in cash on this note receivable subsequent to January 31, 2014 but before the issuance of these financial statements. Following the accounting prescribed by EITF 85-1, Classifying Notes Received for Capital Stock, and SEC Staff Accounting Bulletin No. 40, Topic 4-E, Receivables from Sale of Stock, the collected $375,000 is classified as a receivable within current assets and the remaining balance of $625,000 is classified as a receivable for common stock within equity at January 31, 2014. At July 31, 2013, these shares were classified as treasury stock within equity at the cost HCN obtained them from outside entities for services performed following the consolidation of comparative periods for acquired entities under common control (See Note 2 – HCN Acquisition). These shares of common stock are held in the name of the investors and are beneficially owned by the investors and the shares are not retrievable by the Company. |
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On December 4, 2013 HCN sold 1,859,879 shares of unregistered and restricted HEC common stock in return for a $1,859,879 non-interest bearing note receivable from an unrelated entity. HEC acquired this receivable upon its acquisition of HCN. The 1,859,879 HEC common stock shares were previously issued by HEC to HCN to settle liabilities due by HEC related to the consulting services agreement described below in Note 6 – Notes Payable. The receivable from the individual is due to HEC upon the following conditions: 1) 100% of the proceeds payable from the sale of all or part of the shares by the owner of the shares to a third party; 2) within sixty days of the six month anniversary of the December 4, 2013 stock sale or within sixty days from the date that the shares become unrestricted (whichever is first); or 3) 100% of any remaining balance due within 90 days of HEC being listed on a major stock exchange and whereby the share price is above $2.00 per share. As with the above receivable for common stock, this receivable for the sale of HEC common stock is classified as a receivable for common stock within equity. These shares of common stock are held in the name of the investors and are beneficially owned by the investors and the shares are not retrievable by the Company. |
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Stock Options and Warrants |
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As of January 31, 2014, HEC could grant up to 3,000,000 shares of common stock under the 2013 Stock Incentive Plan (“2013 Plan”). The Plan is administered by the Compensation Committee of the Board of Directors, or in the absence of a Compensation Committee, the full Board of Directors, which has substantial discretion to determine persons, amounts, time, price, exercise terms, and restrictions of the grants, if any. |
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Options granted to non-employees |
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We account for options granted to non-employees under the provisions of ASC 505-50 and record the associated expense at fair value on the final measurement date. Because there is no disincentive for nonperformance for these awards, the final measurement date occurs when the services are complete, which is the vesting date. For the options granted to non-employees on a graded vesting schedule, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. |
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In August 2013, 120,000 of the 600,000 options granted to our independent directors became vested and the remainder of the previously unamortized fair value of these options, $16,184, was recognized on the vesting date. The fair value was estimated using the Black-Sholes option pricing model with an expected life of 6.5 years, a risk free interest rate of 2.01%, a dividend yield of 0%, and a volatility factor of 144.01%. |
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In October 2013, the board accelerated the vesting of the remaining 480,000 options so that they became fully and immediately vested. The fair value of the options on the date of vesting of $851,096 was recognized immediately as an expense. The fair value was estimated using the Black-Sholes option pricing model with an expected life of 6.5 years, a risk free interest rate of 2.09%, a dividend yield of 0%, and a volatility factor of 117.31%. |
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In addition, during October 2013, the final tranche of certain options that had originally been granted to non-employees in April 2011 vested. |
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The following table provides information about options granted to non-employees under our stock incentive plans during the six months ended January 31, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | |
Number of options granted | | | - | | | | - | | | | | | | | | |
Compensation expense recognized | | $ | 887,544 | | | $ | 256,411 | | | | | | | | | |
Weighted average exercise price of options granted | | $ | N/A | | | $ | N/A | | | | | | | | | |
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The following table details the significant assumptions used to compute the fair values of stock options revalued during the six months ended January 31: |
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| | 2014 | | | 2013 | | | | | | | | | |
Risk-free interest rate | | | 2.01% - 2.09 | % | | | 1.14% - 1.38 | % | | | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | | | | |
Volatility factor | | | 117.05-144.01 | % | | | 140.30%-141.06 | % | | | | | | | | |
Expected life (years) | | 6.5 years | | | 6.5 years | | | | | | | | | |
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Options granted to employees |
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The following table provides information about options granted to employees under our stock incentive plans during the six months ended January 31, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | |
Number of options granted | | | - | | | | - | | | | | | | | | |
Compensation expense recognized | | $ | 56,028 | | | $ | 127,470 | | | | | | | | | |
Weighted average exercise price of options granted | | $ | N/A | | | $ | N/A | | | | | | | | | |
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Summary information regarding stock options issued and outstanding as of January 31, 2014 is as follows: |
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| | Options | | | Weighted | | | Aggregate | | | Weighted | |
Average | intrinsic | average |
Share Price | value | remaining |
| | contractual |
| | life (years) |
Outstanding at year ended July 31,2013 | | | 1,536,000 | | | $ | 2.38 | | | $ | - | | | | 7.98 | |
Granted | | | - | | | | - | | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | | |
Expired | | | (72,000 | ) | | | 2.5 | | | | | | | | | |
Outstanding at January 31, 2014 | | | 1,464,000 | | | $ | 2.38 | | | $ | 114,000 | | | | 7.81 | |
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No non-vested stock options existed as of January 31, 2014. |
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Warrants |
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Warrants granted to related party |
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During the year ended July 31, 2011, we entered into a consulting agreement with Geoserve Marketing, LLC (“Geoserve”), a company controlled by Michael Watts, who is a related party as described in Note 8 – Related Party Transactions. Under the terms of the agreement, we granted warrants to purchase 1,200,000 shares of common stock that have a market condition. If our common stock attains a five day average closing price of $7.50 per share, 600,000 warrants with an exercise price of $2.50 and an expiration date of February 15, 2016 shall be exercisable (“Warrant B”). If our common stock attains a five day average closing price of $15.00 per share, 600,000 warrants with an exercise price of $2.50 and an expiration date of February 15, 2016 shall be exercisable (“Warrant C”). The fair value of warrants that vest upon the attainment of a market condition must be estimated and amortized over the lower of the implicit or derived service period of the warrants. Previously recognized expense is not reversed in the event of a subsequent decline in the fair value of market condition equity based compensation. The fair value of the warrants and the derived service period were valued using a lattice model that values the liability of the warrants based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. Warrant B and Warrant C were amortized over the derived service periods of 2.08 years and 2.49 years, respectively. As of January 31, 2014, the expense for the warrants was fully amortized. |
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The following reflects the fair value at the end of the derived service for each of the warrants: |
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| Warrant B | | Warrant C | | | | | | | | | |
Fair value | $ | | 266,017 | | $ | | 206,245 | | | | | | | | | |
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The following table reflects information regarding Warrant B and Warrant C during the six months ended January 31, 2014 and 2013: |
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| 2014 | | 2013 | | | | | | | | | |
Compensation expense recognized | $ | | 6,754 | | $ | | 163,047 | | | | | | | | | |
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Summary information regarding common stock warrants issued and outstanding as of January 31, 2014, is as follows: |
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| | Warrants | | | Weighted | | | Aggregate | | | Weighted | |
Average | intrinsic | average |
Share Price | value | remaining |
| | contractual |
| | life (years) |
Outstanding at year ended July 31,2013 | | | 3,710,877 | | | $ | 2.5 | | | $ | - | | | | 1.87 | |
Granted | | | - | | | | - | | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | | |
Expired | | | - | | | | - | | | | | | | | | |
Outstanding at quarter ended January 31, 2014 | | | 3,710,877 | | | $ | 2.5 | | | $ | - | | | | 1.36 | |