Stockholders' Equity | 12 Months Ended |
Apr. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
STOCKHOLDERS' EQUITY |
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Common Stock |
At April 30, 2014, we had 45,756,697 shares of common stock outstanding. We issued 2,312,003 shares during the year ended April 30, 2014, of which 630,349 shares were issued to employees for compensation and 1,681,654 shares were related to the exercise of equity rights. |
At April 30, 2013, we had 43,444,694 shares of common stock outstanding. We issued 2,357,943 shares during the year ended April 30, 2013, of which 351,477 shares were issued for services, 527,665 shares were issued to employees for compensation, and 1,286,001 shares were related to the exercise of equity rights, and 192,800 shares for other equity issuances. |
At April 30, 2012, we had 41,086,751 shares of common stock outstanding. We issued 1,356,500 shares during the year ended April 30, 2012, of which 130,000 shares were issued for services and equipment, 257,500 shares were issued to employees for compensation, and 96,900 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 Series C Preferred Stock pursuant to the Company's shelf registration statement on Form S-3, which became effective on September 28, 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 the Series C ATM Agreement with 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 April 30, 2014, we sold 924,968 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 $20,935 and incurred issuance costs of $733, yielding net proceeds of $20,202. |
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 $2,459 during the year ended April 30, 2014. The fair value of the Series C Preferred Stock was $77,976 as of April 30, 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 Redeemable Preferred Stock, which is senior to the Series C Preferred Stock; |
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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, as required in accordance with our charter, 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. |
On April 16, 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 June 2, 2014, in accordance with the terms of our charter, as June 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 March 2014 through May 2014. The record date, as required in accordance with our charter, was May 15, 2014. |
Series D Preferred Stock |
On September 30, 2013, we sold 1,000,000 shares of the Company’s newly designated 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 the Series D ATM Agreement with MLV. The Series D ATM Agreement contemplates periodic sales by MLV of our Series D Preferred 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 April 30, 2014, we sold 70,448 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 $1,701 and incurred issuance costs of $47, yielding net proceeds of $1,654 in connection with these sales. |
On January 31, 2014, pursuant to our Purchase and Sale Agreement with by and among Armstrong Cook Inlet, LLC, GMT Exploration Company, LLC, Dale Resources Alaska, LLC, Jonah Gas Company, LLC and Nerd Gas Company, LLC, we issued 213,586 shares of our Series D Preferred Stock to be held in escrow for the benefit of the North Fork 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. Pursuant to the Purchase and Sale Agreement, we are required to pay dividends on the Series D Preferred Stock held in escrow that are declared after January 31, 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 $262 during the year ended April 30, 2014. The fair value of the Series D Preferred Stock was $31,330 as of April 30, 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 from 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 from 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 December 2013 through February 2014. The record date was February 17, 2014. |
On April 16, 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 June 2, 2014, in accordance with the terms of our charter, as June 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 March 2014 through May 2014. The record date was May 15, 2014. |
Issuance of Common Stock |
On September 18, 2013, we issued a warrant to purchase 150,000 shares of our common stock as compensation for services rendered. The warrant had an exercise price of $6.63 per share and a term of three years. The grant date fair value of $442 was determined using the Black-Scholes model. Key assumptions used in the model included a risk-free rate of 0.7%, expected volatility of 67%, and an expected term of three years. |
On July 8, 2013, we issued a warrant to purchase 12,500 shares of our common stock as compensation for services. The warrant has an exercise price of $4.15 per share and an expiration date of July 8, 2016. The grant date fair value of $22 was determined using the Black-Scholes model. Key assumptions used in the model included a risk-free rate of 0.7%, expected volatility of 66%, and an expected term of 3 years. |
On January 8, 2013, we issued a warrant to purchase 12,500 shares of our common stock as compensation for services. The warrant has an exercise price of $3.56 per share and an expiration date of January 8, 2016. The grant date fair value of $24 was determined using the Black-Scholes model. Key assumptions used in the model included a risk-free rate of 0.1%, expected volatility of 75%, and an expected term of 3.5 years. |
On July 11, 2012, we issued a warrant to purchase 150,000 shares of our common stock under an existing consulting agreement as compensation for services rendered. The warrant had an exercise price of $5.28 per share and a term of five years. The grant date fair value of $406 was determined using the Black-Scholes model. Key assumptions used in the model included a risk-free rate of 0.6%, expected volatility of 79%, and an expected term of 5 years. |
On July 3, 2012, we issued 38,977 shares of common stock to non-employee directors in lieu of cash payments for compensation of services rendered. The fair value of the shares issued was $194 based on the closing price of our common stock on the transaction date. |
On June 29, 2012, we issued 312,500 shares of common stock as compensation for services rendered in relation to the Apollo agreement. The fair value of the shares issued was $1,563 based on the closing price of our common stock on the transaction date. |
On January 1, 2012, we issued 30,000 shares of common stock to a non-employee as compensation for services. The fair value of the shares issued was $100 based on the closing price of our common stock on the transaction date. |
On August 4, 2011, we issued 100,000 shares of common stock under an existing consulting agreement as compensation for services rendered. The fair value of the shares issued was $300 based on the closing price of our common stock on the transaction date. |
On May 20, 2011, we issued a warrant to purchase 300,000 shares of our common stock as compensation for services. The warrant had an exercise price of $5.51 per share and an expiration date of May 20, 2016. The grant date fair value of $1,100 was determined using the Black-Scholes model. Key assumptions used in the model included a risk-free rate of 1.8%, expected volatility of 86%, and an expected term of 5 years. |