Stockholders' Equity | 9 Months Ended |
Jan. 31, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
STOCKHOLDERS' EQUITY |
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Common Stock |
At January 31, 2014, we had 45,231,447 shares of common stock outstanding. We issued 1,786,753 shares during the nine months ended January 31, 2014, of which 205,099 shares were issued to employees for compensation, and 1,581,654 shares were related to the exercise of equity rights. |
At January 31, 2013, we had 43,371,694 shares of common stock outstanding. We issued 2,284,943 shares during the nine months ended January 31, 2013, of which 312,500 shares were issued to Bristol Capital, LLC as payment for fees related to the closing of our credit facility, 454,665 shares were issued to employees and non-employees for compensation, 178,800 shares were issued for the settlement of an obligation, 14,000 shares were issued for oil and gas leases, and 1,286,001 shares were related to the exercise of equity rights. |
Series C Preferred Stock |
On September 28, 2012, we sold 685,000 shares of the Company's newly designated 10.75% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock"). These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated September 28, 2012, and the Company's registration statement on Form S-3 (Registration No. 333-183750), which was declared effective by the SEC on September 18, 2012. The shares were offered to the public at $23.00 per share for gross proceeds of $15,755. We incurred issuance costs of $1,335, yielding net proceeds of $14,420. |
On October 12, 2012, we entered into an At Market Issuance Sales Agreement ("Series C ATM Agreement") with MLV & Co. LLC ("MLV"). The Series C ATM Agreement contemplates periodic sales by MLV of our Series C Preferred Stock as and when directed by the Company. These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated October 12, 2012, and the Company's registration statement on Form S-3 (Registration No. 333-183750) which was declared effective by the SEC on September 18, 2012. On and after October 12, 2012 and through January 31, 2014, we sold 780,067 shares of Series C Preferred Stock under the Series C ATM Agreement and related prospectus supplement at prices ranging from $21.48 per share to $26.71 per share. We received gross proceeds of $17,710 and incurred issuance costs of $620, yielding net proceeds of $17,090. |
On February 12, 2013, we entered into an Underwriting Agreement with MLV as representative for a group of underwriters for a follow-on "best efforts" offering of our Series C Preferred Stock. We sold an additional 625,000 shares of the Series C Preferred Stock in this offering at a price of $22.90 per share. We received gross proceeds of $14,312 and incurred issuance costs of $1,052, yielding net proceeds of $13,260 in connection with the offering. These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated February 13, 2013, and the Company's registration statement on Form S-3 (Registration No. 333-183750) which was declared effective by the SEC on September 18, 2012. |
On May 7, 2013, we entered into an Underwriting Agreement with MLV as representative for a group of underwriters for a follow-on "best efforts" offering of our Series C Preferred Stock. We sold an additional 500,000 shares of our Series C Preferred Stock, at a price of $22.25 per share. We received gross proceeds of $11,125 and incurred issuance costs of $805, yielding net proceeds of $10,320. These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated May 7, 2013, and the Company's registration statement on Form S-3 (Registration No. 333-183750) which was declared effective by the SEC on September 18, 2012. |
On June 27, 2013, we entered into an Underwriting Agreement with MLV as representative for a group of underwriters for a follow-on "best efforts" offering of our Series C Preferred Stock. We sold an additional 335,000 shares of our Series C Preferred Stock, at a price of $21.50 per share. We received gross proceeds of $7,203 and incurred issuance costs of $547, yielding net proceeds of $6,656. These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated June 28, 2013, and the Company's registration statement on Form S-3 (Registration No. 333-183750) which was declared effective by the SEC on September 18, 2012. |
The Series C Preferred Stock is classified as temporary equity in accordance with ASC 480 and is being accreted to redemption value through the earliest repayment date of November 1, 2017, which resulted in accretion of $1,796 during the nine months ended January 31, 2014. The fair value of the Series C Preferred Stock was $79,942 as of January 31, 2014, based on the closing price on that date. The designations, rights and preferences of the Series C Preferred Stock include: |
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• | The holders are entitled to receive a 10.75% per annum cumulative quarterly dividend, on March 1, June 1, September 1, and December 1, payable in cash on each dividend date unless the Company is prohibited by making such payment pursuant to the terms of any agreement of the Company (including any other class or series of equity securities or any agreement related to indebtedness); |
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• | The dividend may increase to a penalty rate of 12.75% if we fail to (A) pay dividends for four or more quarterly dividend periods, whether or not consecutive, or (B) maintain the listing of our Series C Preferred Stock on a national securities exchange (the events listed in clauses (A) and (B) being "Penalty Events"); |
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• | There is no mandatory redemption or stated maturity with respect to the Series C Preferred Stock, and it is not redeemable prior to November 1, 2017 unless: (A) there is a change in control and redemption occurs pursuant to a special right of redemption related to that change in control or (B) the Closing Bid Price of our common stock has equaled or exceeded the conversion price initially set at $10.00 per share by 150% for at least 20 trading days in any 30 consecutive trading day period (a "Market Trigger"); |
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• | The redemption price is $25.00 per share plus any accrued and unpaid dividends; |
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• | Liquidation preference is $25.00 per share plus any accrued and unpaid dividends; |
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• | The Series C Preferred Stock is senior to all our other securities except our Series B Preferred Stock, which is senior to the Series C Preferred Stock, and ranks on parity with our Series D Preferred Stock (as defined below); |
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• | There is a general conversion right with respect to the Series C Preferred Stock with an initial conversion price of $10.00 per share, a special conversion right upon a change in control, and a market trigger conversion at our option in the event of a Market Trigger; |
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• | The Series C Preferred Stock has been listed on the NYSE and is registered under our universal shelf; and |
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• | Holders of the Series C Preferred Stock have no voting rights, except: 1) as otherwise required by law; 2) with respect to any proposal to (A) create, authorize or increase the authorized or issued amount of any class or series of our equity securities which rank senior to the Series C Preferred Stock or (B) amend, alter or repeal any provision of our charter, as amended, in a manner which materially and adversely affects any right, preference, privilege or voting power of the holders of the Series C Preferred Stock; and 3) the holders of the Series C Preferred Stock will have the right to elect two directors to our board of directors upon the occurrence of a Penalty Event. |
On April 30, 2013, our Board of Directors declared a dividend of approximately $0.67 per share on our Series C Preferred Stock which was paid on the next regularly scheduled dividend payment date of June 3, 2013, in accordance with the terms of our charter, as June 1, 2013 was not a business day. The dividend payment is equivalent to an annualized 10.75% per share, based on the $25.00 per share stated liquidation preference for the Series C Preferred Stock, accruing from March 2013 through May 2013. The record date was May 15, 2013. |
On July 18, 2013, our Board of Directors declared a dividend of approximately $0.67 per share on our Series C Preferred Stock which was paid on the next regularly scheduled dividend payment date of September 3, 2013, in accordance with the terms of our charter, as September 1, 2013 was not a business day. The dividend payment is equivalent to an annualized 10.75% per share, based on the $25.00 per share stated liquidation preference for the Series C Preferred Stock, accruing from June 2013 through August 2013. The record date was August 16, 2013. |
On October 17, 2013, our Board of Directors declared a dividend of approximately $0.67 per share on our Series C Preferred Stock which was paid on the next regularly scheduled dividend payment date of December 2, 2013, in accordance with the terms of our charter, as December 1, 2013 was not a business day. The dividend payment is equivalent to an annualized 10.75% per share, based on the $25.00 per share stated liquidation preference for the Series C Preferred Stock, accruing from September 2013 through November 2013. The record date was November 15, 2013. |
On January 28, 2014, our Board of Directors declared a dividend of approximately $0.67 per share on our Series C Preferred Stock which was paid on the next regularly scheduled dividend payment date of March 3, 2014, in accordance with the terms of our charter, as March 1, 2014 was not a business day. The dividend payment is equivalent to an annualized 10.75% per share, based on the $25.00 per share stated liquidation preference for the Series C Preferred Stock, accruing from December 2014 through February 2014. The record date was February 17, 2014. |
Series D Preferred Stock |
On September 30, 2013, we sold 1,000,000 shares of the Company's newly designated 10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock"). These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated September 26, 2013, and the Company's registration statement on Form S-3 (Registration No. 333-183750), which was declared effective by the SEC on September 18, 2012. The shares were offered to the public at $25.00 per share for gross proceeds of $25,000. We incurred issuance costs of $1,875, yielding net proceeds of $23,125. |
On October 17, 2013, we entered into an At Market Issuance Sales Agreement ("Series D ATM Agreement") with MLV. The Series D ATM Agreement contemplates periodic sales by MLV of our Series D Preferred Stock as and when directed by the Company. These securities are registered for sale to the public pursuant to a prospectus, dated September 18, 2012, a prospectus supplement dated October 17, 2013, and the Company's registration statement on Form S-3 (Registration No. 333-183750) which was declared effective by the SEC on September 18, 2012. On and after October 17, 2013 through January 31, 2014, we sold 69,031 shares of our Series D Preferred Stock under the Series D ATM Agreement and a prospectus supplement at prices ranging from $23.95 to $24.38 per share. We received gross proceeds of $1,667 and incurred issuance costs of $46, yielding net proceeds of $1,621 in connection with these sales. |
On January 31, 2014, pursuant to our Purchase and Sale Agreement with by and among Armstrong Cook Inlet, LLC (“Armstrong”), GMT Exploration Company, LLC, Dale Resources Alaska, LLC, Jonah Gas Company, LLC and Nerd Gas Company, LLC (collectively, the “Sellers”), we issued 213,586 shares of our Series D Preferred Stock to be held in escrow for the benefit of the Sellers, valued at approximately $5,000. For purposes of determining the number of shares of the Series D Preferred Stock, it was valued on January 31, 2014 as the average of its daily volume weighted average prices for the 10 trading days ending on and including January 31, 2014. The Series D Preferred Stock was issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Series D Preferred Stock will be held in escrow until the transfer of the equity interests in Anchor Point Energy, LLC has been completed and certain necessary regulatory approvals have been received (see Note 15 - Subsequent Events). Pursuant to the terms of our Charter applicable to the Series D Preferred Stock, we are required to pay dividends on the Series D Preferred Stock held in escrow that are payable on any dividend payment date occurring on and after declared after March 3, 2014. The dividends are also required to be paid into escrow. |
The Series D Preferred Stock is classified as permanent equity in accordance with ASC 480 and is being accreted to redemption value through the earliest redemption date of September 30, 2018, which resulted in an accretion of $139 during the nine months ended January 31, 2014. The fair value of the Series D Preferred Stock was $30,655 as of January 31, 2014, based on the closing price at that date. The designations, rights and preferences of the Series D Preferred Stock include: |
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• | From the date of original issuance to (but not including) December 1, 2018 the holders are entitled to receive a 10.5% per annum cumulative quarterly dividend based on the $25.00 per share liquidation preference per annum, on March 1, June 1, September 1, and December 1, payable in cash on each dividend date unless the Company is prohibited by making such payment pursuant to the terms of any agreement of the Company (including any other class or series of equity securities or any agreement related to indebtedness); |
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• | After (and including) December 1, 2018, the holders are entitled to receive a cumulative quarterly dividend at an annual rate equal to the sum of (a) Three-Month LIBOR (as defined below) as calculated on each applicable date of determination and (b) 9.073%, based on the $25.00 per share liquidation preference per annum, on March 1, June 1, September 1, and December 1, payable in cash on each dividend date unless the Company is prohibited by making such payment pursuant to the terms of any agreement of the Company (including any other class or series of equity securities or any agreement related to indebtedness); |
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• | With respect to the Series D Preferred Stock, "Three-Month LIBOR" means: on any date of determination, the rate (expressed as a percentage per year) for deposits in U.S. dollars for a three-month period as appears on Bloomberg, L.P. page US0003M, as set by the British Bankers Association at 11:00 am (London time) on such date of determination; |
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• | The dividend may increase by 2% to a penalty rate of (a) 12.5% (before December 1, 2018) or (b) an annual rate equal to the sum of (i) Three-Month LIBOR as calculated on each applicable date of determination and (ii)11.073%, based on the $25.00 per share liquidation preference per annum (after and including December 1, 2018) if we fail to (A) pay dividends for four or more quarterly dividend periods, whether or not consecutive, or (B) maintain the listing of our Series D Preferred Stock on a national securities exchange (the events listed in clauses (A) and (B) being "Penalty Events"); |
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• | There is no mandatory redemption or stated maturity with respect to the Series D Preferred Stock, and it is not redeemable prior to September 30, 2018 unless there is a change in control and redemption occurs pursuant to a special right of redemption related to that change in control; |
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• | The redemption price is $25.00 per share plus any accrued and unpaid dividends; |
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• | Liquidation preference is $25.00 per share plus any accrued and unpaid dividends; |
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• | The Series D Preferred Stock is senior to all our other securities except our Series B Preferred Stock, which is senior to the Series D Preferred Stock, and ranks on parity with our Series C Preferred Stock; |
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• | The Series D Preferred Stock has been listed on the NYSE and is registered under our universal shelf; and |
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• | Holders of the Series D Preferred Stock have no voting rights, except: 1) as otherwise required by law; 2) with respect to any proposal to (A) create, authorize or increase the authorized or issued amount of any class or series of our equity securities which rank senior to the Series D Preferred Stock or (B) amend, alter or repeal any provision of our charter, as amended, in a manner which materially and adversely affects any right, preference, privilege or voting power of the holders of the Series D Preferred Stock; and 3) the holders of the Series D Preferred Stock will have the right to elect two directors to our board of directors upon the occurrence of a Penalty Event. |
On October 17, 2013, our Board of Directors declared a dividend of approximately $0.44 per share on our Series D Preferred Stock which was paid on the next regularly scheduled dividend payment date of December 2, 2013, in accordance with the terms of our charter as December 1, 2013 was not a business day. The dividend payment is equivalent to an annualized 10.5% per share, based on the $25.00 per share stated liquidation preference for the Series D Preferred Stock, accruing from issuance in September 2013 through November 2013. The record date was November 15, 2013. |
On January 28, 2014, our Board of Directors declared a dividend of approximately $0.66 per share on our Series D Preferred Stock which was paid on the next regularly scheduled dividend payment date of March 3, 2014, in accordance with the terms of our charter as March 1, 2014 was not a business day. The dividend payment is equivalent to an annualized 10.5% per share, based on the $25.00 per share stated liquidation preference for the Series D Preferred Stock, accruing from issuance in December 2013 through February 2014. The record date was February 17, 2014. |