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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Glori Energy Inc (CE) | USOTC:GLRI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-4527741
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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4315 South Drive
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Houston, Texas 77053
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77042
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share
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The NASDAQ Capital Market LLC
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Warrants
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Other OTC
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company.)
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Page
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As used in this report, “we,” “us,” “our,” the “Company” and “Glori” mean Glori Energy Inc. and our subsidiaries, unless the context indicates otherwise.
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Disruptive and proven technology:
Glori believes that the AERO System is a transformative and disruptive innovation that manipulates reservoir microbial communities to improve the recovery of oil in waterflood or water drive oil fields. Glori believes its AERO System is applicable in more oil fields than other existing enhanced oil recovery technologies.
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Attractive returns from acquisition of oil fields:
Glori intends to acquire additional mature oil fields which are under waterdrive, waterflood or are good candidates for waterflood. By acquiring oil fields and implementing the AERO System technology, Glori can capture 100% of the increase in production, revenues and ultimate oil recovery, resulting in the potential for superior acquisition returns. Additionally, by acquiring its own fields, Glori expects to accelerate the industry adoption of its technology. Future acquisitions by Glori will depend on the availability of capital on reasonable terms.
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Profitable stand-alone economics:
Glori’s current commercial application of the AERO System is profitable on a project level basis. The total operating cost per barrel, excluding minimal upfront capital costs, attributed to the use of Glori’s technology is minimal.
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Capital-light technology:
Unlike other enhanced oil recovery processes, the AERO System can be deployed to waterflood reservoirs with very little capital expenditure. The AERO System is applied to a reservoir by utilizing Glori’s field deployment module, which requires relatively minor capital investment. Glori believes its technology has the potential to create a sustainable source of additional economic oil production that will extend the lives of oil fields and related infrastructure for many years.
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Clean alternative to traditional enhanced oil recovery:
Glori’s AERO System increases the oil recoverable from an existing field using infrastructure already in place. When deployed in a waterflood reservoir, no new wells need to be drilled, no new pipelines are laid, no new significant energy input is required into the process and there is no new disruption to the environment. Furthermore, because the activity is biological and occurs in the reservoir, there is minimal consequent carbon dioxide or greenhouse gas footprint. Once the application of the AERO System ends, the microbes in the reservoir are no longer supplied with nutrients and the reservoir will return to its pre-treatment status. By way of comparison, other enhanced oil recovery techniques require significant energy input, such as thermal injection, or significant additional infrastructure to implement, such as gas injection. In addition, other enhanced oil recovery techniques introduce new environmental impacts, in particular gas injection and chemical injection techniques, which result in a sizable carbon dioxide or greenhouse gas footprint or the addition of a large quantity of chemicals or polymers into the reservoir.
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Intellectual property position:
Glori’s intellectual property, consisting of substantial know-how and trade secrets, is the result of decades of research and development by Glori, Statoil Petroleum AS, or Statoil, in Norway, The Energy and Resources Institute, or TERI, in India, and Bio Topics S.A., or Biotopics, in Argentina. Glori also has multiple patents and patent applications. Glori believes its intellectual property and decades of research provide it with a strong competitive advantage and creates a high barrier to entry.
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Experienced management and technical team:
Glori’s management and technical team’s expertise includes microbiology, chemistry and biochemistry, microbial genomics, engineering, geology and geosciences, petroleum engineering, reservoir engineering and production management, and in their respective careers, Glori’s team members played key roles in the commercialization of many successful large-scale industrial biotechnology and traditional oil field acquisition and development projects.
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Acquire and operate oil fields:
Deployment of the AERO System technology to its own oil fields will enable Glori to capture 100% of the revenues and cash flow benefit from the increased production and to generate enhanced acquisition returns. The Coke Field was acquired in March 2014, an additional acquisition within the Coke Field was made in September 2014 and the Bonnie View Field was acquired in June 2015. To accelerate adoption of the AERO System, Glori plans to strategically acquire and develop additional mature oil fields in geographies that it expects will improve its portfolio of field successes. Such future acquisitions will depend on the availability of capital to Glori on reasonable terms.
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Expand Glori’s project portfolio:
The decline in oil prices has negatively impacted Glori's services revenues. Over time and as the oil price recovers and customer budgets increase, Glori expects to add additional projects that are currently in various stages of evaluation. Glori expects industry adoption to grow over time and as acceptance and recognition increases, it expects its AERO System revenues to grow significantly.
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Optimize Glori’s performance and expand the applicability of the AERO System:
While Glori is already active on a commercial scale, it intends to continue to improve its performance and predictability of the AERO System additional customer projects and assets Glori acquires. Glori believes that in the future it will develop additional capabilities that will expand the types of fields to which it can apply its technology, such as expanding the applicability of Glori’s technology to heavier oils.
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Review field characteristics data;
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Perform a geological suitability analysis of the target structure;
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Collect samples from targeted wells;
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Conduct geochemical characterization of oil and water;
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Determine the presence of indigenous microbes in the reservoir fluids.
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Incubate and study indigenous microbes; and
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Develop an optimal nutrient package for field application including any needed modifications to the field injection water.
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Bbl
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Barrels of oil or other liquid hydrocarbons. One barrel is 42 gallons of liquid volume.
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Boe
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Barrel of oil equivalent, determined by using the ratio of 6 Mcf of natural gas to one Bbl of oil.
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MBbls
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Thousand barrels of crude oil or other liquid hydrocarbons.
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Mcf
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Thousand cubic feet of natural gas.
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MBoe
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Thousand barrels of oil equivalent, determined by using the ratio of 6 Mcf of natural gas to one Bbl of oil.
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Mmcf
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Million cubic feet of natural gas.
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PUD
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Proved Undeveloped Reserves "PUD" are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
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Working Interest
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The right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The Working Interest owners bear the exploration, development, and operating costs on either a cash, penalty or carried basis.
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Developed Acreage (1)
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Undeveloped Acreage (2)
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Total Acreage
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||||||||||||
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Gross (3)
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Net (4)
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Gross (3)
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Net (4)
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Gross (3)
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Net (4)
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Coke Field (5)
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1,972
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1,972
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342
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274
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2,314
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2,246
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Bonnie View Field
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491
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409
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—
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—
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491
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409
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Other
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—
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—
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1,068
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709
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1,068
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709
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Total
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2,463
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2,381
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1,410
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983
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3,873
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3,364
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(1)
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Developed acres are acres spaced or assigned to productive wells and does not include undrilled acreage held by production under the terms of the lease. Developed acres are determined on surface acres.
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(2)
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Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves.
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(3)
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A gross acre is an acre in which a Working Interest is owned. The number of gross acres is the total number of acres in which a Working Interest is owned.
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(4)
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A net acre is deemed to exist when the sum of the fractional ownership Working Interests in gross acres equals one.
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(5)
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The undeveloped acreage at the Coke Field will expire in 2017.
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production volumes;
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realized prices on the sale of oil;
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lease operating expenses; and
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operating cash flow
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Year Ended December 31,
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2013
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2014
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2015
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Production data:
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Oil (MBbls)
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Coke Field
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—
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129
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143
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Bonnie View Field
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—
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—
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11
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Other
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6
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4
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1
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Total
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6
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133
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155
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Natural Gas (MMcf)
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Coke Field
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—
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72
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69
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Bonnie View Field
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—
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—
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1
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Other
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—
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—
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—
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Total
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—
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72
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70
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Total (MBoe) (1)
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6
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145
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167
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Average sales price per Bbl/Mcf:
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Oil
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$
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91.75
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$
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86.83
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$
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46.95
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Natural gas
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$
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—
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$
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2.43
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$
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1.42
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Average production costs per Boe:
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Lease operating expense
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$
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68.89
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$
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45.73
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$
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39.45
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Production taxes
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4.33
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3.77
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2.05
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Depreciation, depletion and amortization
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31.19
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28.28
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30.16
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•
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review and verification of historical production data, which data is based on actual production as reported by Petro-Hunt L.L.C. (the prior owner and operator of the Coke Field Assets) and Christopher Oil and Gas (the prior owner and operator of the Bonnie View Field);
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preparation of reserve estimates by Mr. Meling or under his direct supervision;
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review by Glori’s Chief Executive Officer of all of its reported proved reserves at the close of each quarter, including the review of all significant reserve changes and new PUDs additions, if any;
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audit committee of the board of directors reviews the reserve report and meets with the independent petroleum engineers in a question and answer session to understand their report and their process; and
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verification of property ownership by competent legal counsel or individuals under counsel’s direct supervision prior to an acquisition.
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December 31,
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2014
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2015
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Estimated Proved Reserves:
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Oil (MBbls)
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1,402
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695
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Natural Gas (MMcf)
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54
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51
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Total (MBoe) (1)
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1,411
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|
703
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Estimated Proved Developed Reserves:
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Oil (MBbls)
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1,402
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695
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Natural Gas (MMcf)
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54
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51
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Total (MBoe) (1)
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1,411
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703
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Estimated Proved Undeveloped Reserves:
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Oil (MBbls)
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—
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—
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Natural Gas (MMcf)
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—
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|
|
—
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Total (MBoe) (1)
|
—
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—
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•
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changes in the supply of or the demand for oil;
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•
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the condition of the United States and worldwide economies;
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•
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market uncertainty;
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•
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the level of consumer product demand;
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•
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the actions taken by foreign oil producing nations;
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domestic and foreign governmental regulation and taxes;
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•
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political conditions or hostilities in oil producing nations;
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•
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the price and availability of alternate fuel sources;
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•
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terrorism; and
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•
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the availability of pipeline or other takeaway capacity.
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issue additional equity securities which would dilute our current stockholders;
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•
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incur substantial debt to fund the acquisitions which increases our risk of non-compliance with loan agreements; or
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assume significant liabilities.
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sometimes vague and confusing regulatory requirements that can be subject to unexpected changes or interpretations;
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•
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import and export restrictions;
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tariffs and other trade barriers;
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•
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difficulty in staffing and managing geographically dispersed operations and culturally diverse work forces and increased travel, infrastructure and legal compliance costs associated with multiple international locations;
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•
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differences in employment laws and practices among different countries, including restrictions on terminating employees;
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•
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differing technology standards;
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•
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fluctuations in currency exchange rates;
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•
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imposition of currency exchange controls;
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•
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potential political and economic instability in some regions;
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•
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legal and cultural differences in the conduct of business;
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•
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less due process and sometimes arbitrary application of laws and sanctions, including criminal charges and arrests;
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•
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difficulties in raising awareness of applicable United States laws to our agents and third party intermediaries;
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•
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potentially adverse tax consequences;
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•
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difficulties in enforcing contracts and collecting receivables;
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•
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difficulties and expense of maintaining international sales distribution channels; and
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•
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difficulties in maintaining and protecting our intellectual property.
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•
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change the nature of our business;
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•
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enter into a merger, consolidate or make an investment in other entities;
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incur additional indebtedness;
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incur liens on the property secured by the loan agreements and our intellectual property;
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pay cash dividends; and
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sell or dispose of our assets (including sale and leaseback arrangements), including our oil properties.
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•
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assert claims of infringement;
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enforce our patents;
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enforce our licenses;
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protect our trade secrets or know-how; or
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•
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determine the enforceability, scope and validity of the proprietary rights of others.
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•
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increased responsibilities for our executive level personnel;
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•
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increased administrative burden;
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•
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increased capital requirements; and
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•
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increased organizational challenges common to large, expansive operations.
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•
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recoverable reserves;
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•
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future oil and natural gas prices and their applicable differentials;
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•
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operating costs;
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•
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potential environmental and other liabilities; and
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•
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financial risk resulting from any borrowings
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2014
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2015
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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4.22
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$
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2.05
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Second Quarter
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$
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12.44
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$
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7.51
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2.35
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1.43
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Third Quarter
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11.00
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6.23
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1.95
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0.61
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Fourth Quarter
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$
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7.85
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$
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3.00
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$
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0.95
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$
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0.32
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As of and for the Years Ended December 31,
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2012
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2013
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2014
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2015
|
||||||||
Revenues:
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|
||||||||
Oil and gas revenues
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$
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463
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$
|
576
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$
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11,724
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$
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7,397
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Service revenues
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1,718
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2,643
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4,135
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|
|
1,605
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|
||||
Total revenues
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2,181
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|
|
3,219
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15,859
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|
9,002
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|
||||
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||||||||
Net loss
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(11,940
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)
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(10,609
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)
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(18,756
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)
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(36,255
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)
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||||
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||||||||
Net loss per share, basic and diluted
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$
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(11.32
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)
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$
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(9.61
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)
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$
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(0.65
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)
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$
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(1.14
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)
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||||||||
Cash
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$
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18,707
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$
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20,867
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$
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29,751
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|
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$
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8,380
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Property, plant and equipment, net
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5,040
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|
|
2,810
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|
|
28,813
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|
|
7,315
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|
||||
Total assets
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24,477
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|
|
24,619
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|
67,435
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|
|
22,264
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|
||||
Debt
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7,879
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|
5,270
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|
|
19,225
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|
|
10,525
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|
||||
Total stockholders' equity
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24,477
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|
|
16,196
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|
|
41,215
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|
|
6,511
|
|
|
Year ended December 31,
|
||||||
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2014
|
|
2015
|
||||
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|
||||||
Revenues:
|
|
|
|
||||
Oil and gas revenues
|
$
|
11,724
|
|
|
$
|
7,397
|
|
Service revenues
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4,135
|
|
|
1,605
|
|
||
Total revenues
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15,859
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|
|
9,002
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|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Oil and gas operations
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10,777
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|
|
9,974
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|
||
Service operations
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3,528
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1,771
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|
||
Science and technology
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1,868
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1,940
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|
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Selling, general and administrative
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5,920
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|
|
5,884
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|
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Impairment of oil and gas properties
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13,160
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|
|
22,600
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|
||
Depreciation, depletion and amortization
|
4,624
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|
|
5,507
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|
||
Total operating expenses
|
39,877
|
|
|
47,676
|
|
||
|
|
|
|
||||
Loss from operations
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(24,018
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)
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|
(38,674
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)
|
||
|
|
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|
||||
Other income (expense):
|
|
|
|
||||
Interest expense
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(3,023
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)
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|
(2,169
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)
|
||
Gain on change in fair value of warrants
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2,454
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|
|
—
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|
||
Gain on commodity derivatives
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6,023
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|
|
3,961
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|
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Other income
|
17
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|
|
445
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|
||
Total other income, net
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5,471
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|
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2,237
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|
||
|
|
|
|
||||
Net loss before taxes on income
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(18,547
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)
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|
(36,437
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)
|
||
|
|
|
|
||||
Income tax expense (benefit)
|
209
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|
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(182
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)
|
||
|
|
|
|
||||
Net loss
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$
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(18,756
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)
|
|
$
|
(36,255
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)
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Revenues
(in thousands):
|
|
|
|
||||
Oil revenues
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$
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11,549
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|
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$
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7,297
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Natural gas revenues
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175
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|
|
100
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|
||
Total revenues
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$
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11,724
|
|
|
$
|
7,397
|
|
|
|
|
|
||||
Sales Volumes:
|
|
|
|
||||
Oil Volumes (MBbls)
|
133
|
|
|
155
|
|
||
Gas Volumes (MMcf)
|
72
|
|
|
70
|
|
||
Gas Volumes (MBoe)
|
12
|
|
|
12
|
|
||
Total Sales Volumes (MBoe)
|
145
|
|
|
167
|
|
||
|
|
|
|
||||
Price:
|
|
|
|
||||
Average oil price received per Bbl
|
$
|
86.83
|
|
|
$
|
46.95
|
|
Average oil price per Bbl including price swap settlements
|
$
|
88.65
|
|
|
$
|
70.25
|
|
Average gas price per Mcf
|
$
|
2.43
|
|
|
$
|
1.42
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Lease operating expense
|
$
|
6,631
|
|
|
$
|
6,588
|
|
Ad valorem taxes
|
438
|
|
|
420
|
|
||
Severance taxes
|
547
|
|
|
343
|
|
||
Acquisition expenses
|
503
|
|
|
108
|
|
||
Exploration expense
|
—
|
|
|
102
|
|
||
Oil and gas overhead expense
|
2,658
|
|
|
2,413
|
|
||
Oil and gas operations expense
|
$
|
10,777
|
|
|
$
|
9,974
|
|
|
Years Ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Net cash used in operating activities
|
$
|
(8,186
|
)
|
|
$
|
(9,711
|
)
|
Net cash used in investing activities
|
(42,362
|
)
|
|
(3,008
|
)
|
||
Net cash provided by (used in) financing activities
|
59,432
|
|
|
(8,652
|
)
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
|
|
Less
Than
|
|
|
|
|
|
More
Than
|
||||||||||
Contractual Obligations
|
|
Total
|
|
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
||||||||||
Operating lease obligations
(1)
|
|
$
|
348
|
|
|
$
|
295
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset retirement obligation
(2)
|
|
1,522
|
|
|
65
|
|
|
235
|
|
|
654
|
|
|
568
|
|
|||||
Long-term debt
(3)
|
|
12,319
|
|
|
1,765
|
|
|
10,528
|
|
|
20
|
|
|
6
|
|
|||||
Total
|
|
$
|
14,189
|
|
|
$
|
2,125
|
|
|
$
|
10,816
|
|
|
$
|
674
|
|
|
$
|
574
|
|
(1)
|
Our commitments for operating leases primarily relate to the leases of office and warehouse facilities in Houston, Texas and warehouse facilities in Gull Lake, Saskatchewan.
|
(2)
|
Relates to our oil properties, net of accretion.
|
(3)
|
Includes expected future interest payments.
|
•
|
containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, capital expenditures, dividends, capital structure, or other financial items;
|
•
|
of the plans and objectives of management for future operations, including plans or objectives relating to the products or services of Glori;
|
•
|
of future economic performance, including any such statement contained in a discussion and analysis of financial condition by the management or in the results of operations included pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”);
|
•
|
of the assumptions underlying or relating to any statement described above; or
|
•
|
containing a projection or estimate of such other items as may be specified by rule or regulation of the SEC.
|
•
|
our ability to obtain financing to continue operations and pay off or refinance our $10.5 million term note facility issued by GEP which matures in March 2017;
|
•
|
the potential delisting of our common stock from NASDAQ;
|
•
|
the sustained or an increased decline of oil and gas commodity prices;
|
•
|
our ability to comply with debt covenants, service our debt, and make future required prepayments;
|
•
|
the increase in oil production rate and ultimate quantity of oil recovered using our AERO System;
|
•
|
the percentage of the world’s reservoirs that are suitable for our AERO System;
|
•
|
our ability to prove our technology and develop and maintain positive relationships with our customers and prospective customers;
|
•
|
competition and competitive factors in the markets in which we operate;
|
•
|
demand for our AERO System and our expectations regarding future projects;
|
•
|
adaptability of our AERO System and our development of additional capabilities that will expand the types of oil fields to which we can apply our technology;
|
•
|
our plans and ability to acquire and develop additional currently producing mature oil fields and the AERO System’s impact on these fields;
|
•
|
our plans to develop some abandoned and low producing mature oil fields;
|
•
|
the expected cost of recovering oil using our AERO System in our projects;
|
•
|
potential environmental or other liabilities associated with our acquired properties;
|
•
|
any projections, including earnings, revenues, expenses or any other financial items;
|
•
|
the impact of legislation and regulations on our operations;
|
•
|
our ability to compete with other enhanced oil recovery methods;
|
•
|
our ability to generate positive cash flows, including from the acquisition of oil producing properties, increases in oil prices, and improvement in our AERO System revenues;
|
•
|
our cash needs and expectations regarding cash flow from operations;
|
•
|
our ability to manage and grow our business and execution of our business strategy;
|
•
|
our financial performance;
|
•
|
our estimates of oil reserves; and
|
•
|
the costs associated with being a public company.
|
Name
|
Age
|
Position
|
Director Since
|
Mark Chess
|
37
|
Independent Director
|
2014(1)
|
Rocky Duckworth
|
65
|
Independent Director
|
2014
|
Eric C. Neuman
|
71
|
Independent Director
|
2015
|
Dr. Ganesh Kishore
|
62
|
Independent Director
|
2009*
|
Stuart Page
|
53
|
President and Chief Executive Officer and Director
|
2007*
|
Mark Puckett
|
64
|
Independent Director
|
2011*
|
Damon L. Rawie
|
47
|
Independent Director
|
2012*
|
Jonathan Schulhof
|
42
|
Independent Director
|
2005*
|
Kevin Guilbeau
|
58
|
Executive Chairman of the Board
|
2015
|
*
|
This date indicates the year in which this director began to serve on the board of directors of GETI (formerly known as Glori Energy Inc. and Glori Oil Limited). Each of these directors began to serve on the Company’s board upon the Merger.
|
|||
(1)
|
Prior to the Merger, Mr. Chess served as a director of Infinity since its inception in 2011 and became a director of Glori Energy in connection with the Merger in April 2014.
|
|||
(2)
|
As of March 7, 2016, Mr. Gibbs and Mr. Musselman are no longer directors.
|
Name
|
Age
|
Position
|
|
Stuart Page
|
53
|
|
President and Chief Executive Officer
|
Victor M. Perez
|
63
|
|
Chief Financial Officer
|
Dr. Michael Pavia
|
60
|
|
Chief Technology Officer
|
Thomas Holland
|
65
|
|
Senior Vice President, Acquisitions & Production
|
Kenneth Nimitz
|
47
|
|
Senior Vice President, Operations
|
Name and Principal Position
|
Year
|
Salary ($)
|
Restricted Stock Awards (1)
|
Bonus
|
All Other Compensation (2)
|
Total
|
|||||||||||
Stuart Page
|
2015
|
|
$
|
360,000
|
|
$
|
800,000
|
|
$
|
—
|
|
$
|
11,757
|
|
$
|
1,171,757
|
|
Chief Executive Officer
|
2014
|
|
$
|
374,259
|
|
$
|
—
|
|
$
|
120,000
|
|
$
|
10,486
|
|
$
|
504,745
|
|
|
|
|
|
|
|
|
|||||||||||
Victor M. Perez
|
2015
|
|
$
|
260,000
|
|
$
|
260,000
|
|
—
|
|
$
|
15,882
|
|
$
|
535,882
|
|
|
Chief Financial Officer
|
2014
|
|
$
|
254,063
|
|
$
|
—
|
|
$
|
75,000
|
|
$
|
15,280
|
|
$
|
344,343
|
|
|
|
|
|
|
|
|
|||||||||||
Michael Pavia
|
2015
|
|
$
|
246,167
|
|
$
|
250,000
|
|
—
|
|
$
|
20,014
|
|
$
|
516,181
|
|
|
Chief Technology Officer
|
2014
|
|
$
|
204,084
|
|
—
|
|
$
|
65,000
|
|
$
|
17,073
|
|
$
|
284,021
|
|
(1) Amounts in this column represent the aggregate grant date fair value of the restricted stock awards on January 28, 2015 and were compensation for 2014 service; and option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, or FASB ASC Topic 718. No stock awards were received by any named executive officer in 2014. For additional information about the assumptions used in these calculations, see
Note 15. Stock-Based Compensation
to Glori Energy’s audited consolidated financial statements included in Glori Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
|
(2) Represents medical, dental, life and disability insurance benefits, and 401k matching amounts.
|
•
|
If the employment agreement of the executive is not assumed by the acquiring company, and executive’s employment is not continued by the acquiring company, and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of Glori Energy are not replaced with incentive grants with similar value and terms in the acquiring company (“Replacement Grants”), or
|
•
|
If Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control.
|
Name
|
|
Fees earned or paid in cash
|
Stock awards
|
|
Option Awards
|
|
Total
|
||||||
Kevin Guilbeau (1)
|
|
$
|
57,639
|
|
—
|
|
|
103,744
|
|
|
$
|
161,383
|
|
John U. Clarke (2)
|
|
32,500
|
|
150,000
|
|
*
|
—
|
|
|
182,500
|
|
||
*Rocky Duckworth
|
|
61,750
|
|
125,000
|
|
*
|
—
|
|
|
186,750
|
|
||
Ganesh Kishore
|
|
54,622
|
|
150,000
|
|
*
|
—
|
|
|
204,622
|
|
||
*James Musselman (3)
|
|
47,500
|
|
112,500
|
|
*
|
—
|
|
|
160,000
|
|
||
Mark Puckett
|
|
57,416
|
|
150,000
|
|
*
|
—
|
|
|
207,416
|
|
||
Matthew Gibbs (3)
|
|
19,663
|
|
75,000
|
|
|
—
|
|
|
94,663
|
|
||
Eric Neuman
|
|
6,236
|
|
—
|
|
|
—
|
|
|
6,236
|
|
*
|
Includes the equivalent of $75,000 in the form of restricted stock for service during 2015 and the dollar amount of restricted stock granted in 2015, but that was meant to compensate the directors for their 2014 service.
|
(1)
|
Mr. Guilbeau did not serve as a director prior to his appointment on Glori Energy's board on October 8, 2015. Mr. Guilbeau's compensation presented here is for his service as a consultant and Executive Chairman of the Board of Directors of the Company. His annual compensation is $250,000, of which the pro rata amount paid in 2015 is presented. Mr. Guilbeau also received equity compensation during 2015 of 600,000 common share options, of which 100,000 are performance and market based and determined to have no value as of December 31, 2015.
|
(2)
|
As of June 29, 2015, Mr. Clarke is no longer a director.
|
(3)
|
As of March 7, 2016, Mr. Gibbs and Mr. Musselman are no longer directors.
|
•
|
2,000,000 shares of our common stock reserved for issuance under the 2014 LTIP;
|
•
|
for any type of award granted under the 2014 LTIP, shares will be counted against the plan share limit as one share for every one share issued under the award; and
|
•
|
provisions relating to recoupment of compensation awarded to executives in the event we are required to prepare certain accounting restatements and pursuant to any of our policies established (now or in the future) in compliance with SEC rules regarding Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
•
|
discretionary grants to our (or our affiliates, as defined in the 2014 LTIP) employees, consultants and directors of (a) stock options that do not constitute Incentive Stock Options (“Nonqualified Stock Options”), (b) stock appreciation rights (“Stock Appreciation Rights” or “SARs”), (c) shares of our common stock that are subject to restrictions on disposition and forfeiture to us under certain circumstances (“Restricted Stock Awards”), (d) restricted stock unit awards payable in cash or in shares of our common stock (“RSU Awards”), (e) shares of our common stock that may be earned based on the achievement of specified performance goals (“Performance Share Awards”), or (f) performance unit awards payable in cash or in shares of our common stock, or a combination thereof, that may be earned based upon the achievement of specified performance goals (“Performance Unit Awards”); and
|
•
|
discretionary grants to our employees or the employees of our subsidiaries of stock options that constitute incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (“Code”) (“Incentive Stock Options”).
|
|
As of December 31, 2015
|
|||||||||||||
|
Option Awards*
|
|
Restricted Share Awards
|
|||||||||||
Name
|
Grant Date
|
|
Number of Securities Underlying Options Exercisable*
|
|
Option Exercise Price
|
Option Expiration Date
|
|
Number of Shares That Have Not Vested
|
Market Value of Shares That Have Not Vested
|
|||||
Mr. Page
|
3/27/2007
|
(1)
|
99,944
|
|
|
$1.18
|
03/27/17
|
|
—
|
|
—
|
|
||
|
10/15/2009
|
(2)
|
352,661
|
|
|
$0.226
|
10/15/19
|
|
—
|
|
—
|
|
||
|
10/15/2010
|
(2)
|
229,273
|
|
|
$0.226
|
10/15/20
|
|
—
|
|
—
|
|
||
|
12/26/2011
|
(3)
|
17,991
|
|
|
$1.16
|
12/26/21
|
|
—
|
|
—
|
|
||
|
6/4/2013
|
(3)
|
113,256
|
|
|
$1.16
|
06/04/23
|
|
—
|
|
—
|
|
||
|
12/16/2013
|
(3)
|
59,935
|
|
|
$1.16
|
12/16/23
|
|
—
|
|
—
|
|
||
|
1/28/2015
|
(6)
|
—
|
|
|
$0
|
0
|
|
258,065
|
|
800,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Mr. Perez
|
12/26/2011
|
(4)
|
137,931
|
|
|
$1.16
|
12/26/21
|
|
—
|
|
—
|
|
||
|
12/26/2011
|
(3)
|
2,475
|
|
|
$1.16
|
12/26/21
|
|
—
|
|
—
|
|
||
|
6/4/2013
|
(3)
|
48,261
|
|
|
$1.16
|
06/04/23
|
|
—
|
|
—
|
|
||
|
12/16/2013
|
(3)
|
31,801
|
|
|
$1.16
|
12/16/23
|
|
—
|
|
—
|
|
||
|
1/28/2015
|
(6)
|
—
|
|
|
—
|
|
—
|
|
|
83,871
|
|
260,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mr. Pavia
|
10/15/2009
|
(5)
|
62,167
|
|
|
$0.226
|
10/15/19
|
|
—
|
|
—
|
|
||
|
9/1/2010
|
(5)
|
7,831
|
|
|
$0.226
|
09/01/20
|
|
—
|
|
—
|
|
||
|
1/3/2012
|
(3)
|
4,647
|
|
|
$1.16
|
01/03/22
|
|
—
|
|
—
|
|
||
|
6/4/2013
|
(3)
|
24,827
|
|
|
$1.16
|
06/04/23
|
|
—
|
|
—
|
|
||
|
6/4/2013
|
(3)
|
8,714
|
|
|
$1.16
|
06/04/23
|
|
—
|
|
—
|
|
||
|
6/4/2013
|
(3)
|
31,514
|
|
|
$1.16
|
06/04/23
|
|
—
|
|
—
|
|
||
|
12/16/13
|
(3)
|
58,286
|
|
|
$1.16
|
12/16/23
|
|
—
|
|
—
|
|
||
|
1/28/2015
|
(6)
|
—
|
|
|
—
|
|
—
|
|
|
80,645
|
|
250,000
|
|
Equity Compensation Plan Information
|
||||||
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1)
|
|||
|
(a)
|
(b)
|
(c)
|
|||
Equity compensation plans approved by security holders (2)
|
3,679,227
|
|
1.01
|
|
64,861
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
Total
|
3,679,227
|
|
1.01
|
|
64,861
|
|
•
|
each stockholder, or group of affiliated stockholders, who we know beneficially owns more than 5% of the outstanding shares of our common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors as of March 1, 2016; and
|
•
|
all of our directors and executive officers as a group as of March 1, 2016.
|
Name of Beneficial Owner:^
|
|
Amount and Nature of Beneficial Ownership (1)
|
|
Percent of Class Outstanding (1)
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
5% Stockholders:
|
|
|
|
|
|||
Rawoz Technology Company Ltd.
|
|
4,186,475
|
|
(2
|
)
|
13.1
|
%
|
Oxford Bioscience Partners V L.P.
|
|
4,140,548
|
|
(3
|
)
|
13.0
|
%
|
Malaysian Life Sciences Capital Fund Ltd.
|
|
3,104,522
|
|
(4
|
)
|
9.7
|
%
|
GTI Glori Oil Fund I L.P.
|
|
2,737,355
|
|
(5
|
)
|
8.6
|
%
|
Steven T. Stull
|
|
2,381,568
|
|
(6
|
)
|
7.5
|
%
|
Entities associated with Advantage Capital Partners
|
|
2,381,568
|
|
(7
|
)
|
7.5
|
%
|
Infinity-CSCV Partners, Ltd.
|
|
1,988,767
|
|
(8
|
)
|
6.2
|
%
|
|
|
|
|
|
|||
Named Executive Officers and Directors:
|
|
|
|
|
|||
Stuart M. Page
|
|
1,229,584
|
|
(9
|
)
|
3.6
|
%
|
Mark Chess
|
|
71,875
|
|
(10
|
)
|
*
|
|
Mark Puckett
|
|
104,148
|
|
(11
|
)
|
*
|
|
Victor M. Perez
|
|
306,139
|
|
(12
|
)
|
*
|
|
Dr. Michael Pavia
|
|
278,731
|
|
(13
|
)
|
*
|
|
Kenneth E. Nimitz
|
|
223,827
|
|
(14
|
)
|
*
|
|
Thomas Holland
|
|
176,020
|
|
(15
|
)
|
*
|
|
Matthew Gibbs
|
|
4,202,531
|
|
(3
|
)
|
13.1
|
%
|
Dr. Ganesh Kishore
|
|
3,166,981
|
|
(4
|
)
|
9.9
|
%
|
Jonathan Schulhof
|
|
2,737,455
|
|
(5
|
)
|
8.6
|
%
|
Damon L. Rawie
|
|
2,381,568
|
|
(7
|
)
|
7.4
|
%
|
Rocky L. Duckworth
|
|
54,394
|
|
(16
|
)
|
*
|
|
James C. Musselman
|
|
50,362
|
|
(16
|
)
|
*
|
|
Eric Neuman
|
|
138,125
|
|
(17
|
)
|
*
|
|
Kevin Guilbeau
|
|
11,857
|
|
|
*
|
|
|
All current directors and executive officers as a group (15 persons)
|
|
15,133,597
|
|
|
43.4
|
%
|
*
|
Represents less than 1% of the shares of common stock outstanding.
|
^
|
Unless otherwise noted below, the address of each person listed on the table is c/o Glori Energy, Inc., 10350 Richmond Avenue, Suite 850, Houston, TX 77042.
|
(1)
|
Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of Glori Energy. The percentage beneficially owned was calculated based on 32,655,949 shares of Common Stock outstanding as of March 1, 2016, which includes 649,705 unvested restricted shares.
|
(2)
|
The business address of this stockholder is c/o Waleed Omer Abdul-Monem Al-Zawawi, Ocean Center, Montagu Foreshhore, East Bay Street, P.O. Box SS- 19084, Nassau, New Providence, The Bahamas. RAWOZ Technology Company Ltd. directly owns 4,186,475 shares of common stock. Mr. Zawawi is the sole director of RAWOZ with authority to vote and dispose of the shares of the Issuer, and thus may be deemed to have shared voting and investment power over the shares of the Issuer held directly by RAWOZ. The information regarding beneficial ownership is included in reliance on a Schedule 13G filed with the SEC on February 20, 2015.
|
(3)
|
The business address of this stockholder as reported on the Schedule 13G filed May 1, 2014 is Oxford Bioscience Partners, 535 Boylston Street, Suite 402, Boston, MA, 02116; however, the Company believes its current address is 86 Pinckney Street, Boston, MA 02114. According to the report of the transfer agent as of March 1, 2016 and Mr. Gibbs' directors and officers questionnaire, 4,140,548 shares are beneficially owned by Oxford Bioscience Partners V L.P. (“Oxford”), mRNA Fund V L.P. (“mRNA”), OBP Management V L.P., Jonathan Fleming and Matthew Gibbs. Jonathan Fleming and Matthew Gibbs are general partners of OBP Management V L.P. Oxford is the record owner of and holds sole voting and dispositive power over 4,049,256 of the referenced shares as of March 1, 2016. mRNA is the record owner of and holds sole voting and dispositive power over 91,292 of the referenced shares as of March 1, 2016. As the sole general partner of Oxford and mRNA, OBP Management V L.P. may be deemed to own beneficially the 4,140,548 shares owned by Oxford and mRNA. Mr. Gibbs' beneficial ownership includes 61,983 shares of unvested restricted stock awarded on August 11, 2015.
|
(4)
|
The business address of this stockholder is 36-01, Level 36, Menara Dion, 27, Jalan Sultan Ismail, 50250 Kuala Lumpur, West Malaysia. Malaysian Life Sciences Capital Fund Ltd. owns the shares. Malaysian Life Sciences Capital Fund Management Company Ltd. is the Manager of Malaysian Life Sciences Capital Fund Ltd. The following individuals comprise an Investment Committee of Malaysian Life Sciences Capital Fund Ltd.: Dr. Roger Wyse, Dr. Ganesh Kishore, En Amirul Fares Zahir, Rashidan Shah Abdul Rahim, Mr Aditya Puri and Ms Lim Su-san (alternate to Mr Aditya Puri). The members of the Investment Committee exercise shared voting and dispositive control over the shares held by Malaysian Life Sciences Capital Fund Ltd. Dr. Kishore is also the Chief Executive Officer of Malaysian Life Sciences Capital Fund Ltd. Dr. Kishore has also received 24,194 shares of restricted stock awarded on January 28, 2015 and 38,625 restricted shares award on April 14, 2015.
|
(5)
|
The business address of this stockholder is 150 East 58th Street, 24th Floor, New York, N.Y. 10155. GTI Glori Oil Fund I L.P. owns 2,373,381 of the referenced shares. GTI Ventures LLC, which owns 363,874 of the referenced shares, is the general partner of GTI Co-Investment L.P., which is the general partner of GTI Glori Oil Fund I L.P. GTI Holdings LLC is owned by Jonathan Schulhof, who both exercise voting and investment control over the referenced shares, and GTI Holdings LLC is the managing member of GTI Ventures LLC. Mr. Jonathan Schulhof owns 100 shares of common stock.
|
(6)
|
The address of this stockholder is 909 Poydras St., Ste. 2230, New Orleans, LA 70130. The information regarding beneficial ownership is included in reliance on a Schedule 13G filed with the SEC on April 21, 2014. Steven T. Stull beneficially owns 2,381,568 shares of common stock. All 2,381,568 shares are owned directly by one limited liability company and two limited partnerships, each of which acts through its general partner. Steven T. Stull is the majority owner of each such general partner and controls a majority of the voting interest in the sole member of the limited liability company. None of these entities individually own more than 5% of the class of securities reported on this Schedule 13G. Mr. Stull’s relationship to the entities associated with Advantage Capital Partners is explained in footnote 7 below. The table above states that Mr. Stull is the beneficial owner of 2,381,568 shares based on information from our transfer agent's records and records of Advantage Capital Partners.
|
(7)
|
The business address of the entities listed below is 5000 Plaza on the Lake, Suite 195, Austin, Texas 78476. Pursuant to the Merger, 1,238,074 shares were distributed to Texas ACP Venture Partners I, LLC, of which Advantage Capital Texas Ventures GP I, LLC is the managing member (“Advantage Texas Ventures”). 353,404 were distributed to Texas ACP I, LP, of which ADVTG GP I, LLC is general partner. 790,090 shares were distributed to Texas ACP II, LP, of which ADVTG GP II, LLC is general partner. Mr. Steven T. Stull and Mr. Damon L. Rawie own a majority of the voting equity interests in Advantage Texas Ventures and each general partner listed above, have voting and dispositive authority over the shares held indirectly by these entities, and therefore beneficially own such shares.
|
(8)
|
The business address of this shareholder is 3 Azrieli Center (Triangle Tower), 42nd Floor, Tel Aviv, Israel, 67023. Infinity-CSVC Partners, Ltd. is the general partner of Infinity I-China Fund (Cayman) L.P., which holds 919,173 shares of common stock, Infinity I-China Fund (Israel), L.P., which holds 474,051 shares of our common stock, Infinity I-China Fund (Israel 2), L.P., which holds 407,304 shares of our common stock, and Infinity I-China Fund (Israel 3), L.P., which holds 188,239 shares of our common stock. None of these funds individually holds 5% of our common stock. The Board of Managers of Infinity-CSVC Partners, Ltd. makes investment decisions on behalf of the limited partners of the Infinity Funds. No limited partner holds an interest in the Infinity Funds that could be deemed a 5% owner of the Company. Additionally, Infinity-CSVC Partners,Ltd. holds voting and dispositive power over the ordinary shares owned by the Infinity Funds. The board of managers is comprised of five individuals, including Amir Gal-Or, Avishai Silvershatz, Avi Fischer, Lin Xianghong and Fei Jianjiang. As a result, we have determined no single member of this board holds voting and dispositive power over our shares.
|
(9)
|
Includes 100 shares held by Mr. Page’s spouse, 873,060 shares which may be acquired within 60 days pursuant to the exercise of stock options and 193,549 unvested restricted shares.
|
(10)
|
Mr. Chess’ business address is located at c/o Infinity-C.S.V.C. Management Ltd., 3 Azrieli Center (Triangle Tower), 42nd Floor, Tel Aviv, Israel, 67023.
|
(11)
|
Includes 39,965 shares which may be acquired within 60 days pursuant to the exercise of stock options and 38,265 unvested restricted shares.
|
(12)
|
Includes 220,468 shares which may be acquired within 60 days pursuant to the exercise of stock options and 62,903 unvested restricted shares.
|
(13)
|
Includes 197,986 which may be acquired within 60 days pursuant to the exercise of stock options and 60,484 unvested restricted shares.
|
(14)
|
Includes100 shares held by Mr. Nimitz’s spouse and 134,504 shares which may be acquired within 60 days pursuant to the exercise of stock options and 57,242 unvested restricted shares.
|
(15)
|
Includes100 shares held by Mr. Holland’s spouse, 95,175 shares which may be acquired within 60 days pursuant to the exercise of stock options and 60,484 unvested restricted shares.
|
(16)
|
Includes 38,265 of unvested restricted shares.
|
(17)
|
Mr. Neuman shares voting power over these shares with his wife and has pledged 56,875 shares as security with respect to a margin account with Raymond James.
|
•
|
If the proposed Merger was not completed by the April 25, 2014 (the “Merger Deadline”), Infinity would have been required to liquidate. In such event, the 1,437,500 Founder Shares (meaning those shares of Infinity held by Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P. and Infinity I-China Fund (Israel 3), L.P., (collectively the “Infinity Funds”) and HH Energy Group, LP (collectively, with the Infinity Funds, the “Sponsors”), and the Infinity shares held by Infinity’s officers and directors that were issued prior to the initial public offering of Infinity) and the 4,381,818 Infinity warrants collectively owned by the Infinity Funds would have expired worthless. The warrants were warrants to purchase an aggregate of 4,381,818 Infinity shares, each exercisable for one Infinity share at $7.00 per share, issued to the Sponsors (or their permitted transferees) in private placements that occurred simultaneous with the consummation of Infinity’s initial public offering, and warrants of Glori Acquisition Corp. after the Merger (collectively, the “Sponsors Warrants”). Such Founder Shares had an aggregate market value of $11.5 million based on the closing price of the Ordinary Shares of $8.00 on Nasdaq as of April 7, 2014. Such Sponsors Warrants had an aggregate market value of approximately $3.2 million based on the closing price of the Infinity warrants of $0.72 on Nasdaq as of April 7, 2014. The Sponsors, officers and directors who were initially issued the Founder Share and their permitted transferees (the “Initial Shareholders”) purchased the 1,437,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.022 per share, and the 4,381,818 Sponsors Warrants for an aggregate purchase price of approximately $2.2 million, or $0.50 per Sponsors Warrant.
|
•
|
Unless Infinity consummated the Merger, its officers, directors and Sponsors would not have received reimbursement for any out-of-pocket expenses incurred by them. As of the date of the Prospectus associated with the Registration Statement on Form S-4 dated April 9, 2014 (the “Final Prospectus”), Infinity’s officers, directors and Sponsors were entitled to $75,000 in reimbursable expenses. As a result, the financial interest of Infinity’s officers, directors and Sponsors or their affiliates could have influenced its officers’ and directors’ motivation in pursuing GETI as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Merger was in Infinity shareholders’ best interests.
|
•
|
As of the date of the Final Prospectus, the Sponsors had made loans to Infinity in the aggregate amount of $500,000. In the event of liquidation, Infinity would not have been able to repay the loans to its Sponsors.
|
•
|
Infinity’s Sponsors had agreed that, if Infinity liquidated prior to the consummation of a business combination, they would be liable to ensure that the proceeds in Infinity’s trust account were not reduced below $8.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by Infinity for services rendered or contracted for or products sold to it, subject to certain limitations.
|
•
|
Upon the completion of the Merger with GETI, Mark Chess and Thomas O. Hicks, affiliates of Infinity, were entitled to serve as directors of the Company.
|
•
|
Upon the completion of the Merger, Infinity’s officers, directors or consultants were entitled to receive up to an aggregate of $400,000 as determined by Infinity’s board of directors. In the event of liquidation, Infinity’s officers and directors would not have received any such fees.
|
•
|
The exercise of Infinity’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may have resulted in a conflict of interest when determining whether such changes or waivers were appropriate and in the best interests of Infinity’s shareholders.
|
|
2014
|
|
2015
|
||||
Audit Fees
|
$
|
530,747
|
|
|
$
|
267,935
|
|
Audit-Related Fees
|
64,198
|
|
|
—
|
|
||
Tax Fees
|
55,076
|
|
|
13,382
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
650,021
|
|
|
$
|
281,317
|
|
GLORI ENERGY INC.
|
||
|
|
|
By:
|
|
/s/ Stuart Page
|
|
|
Stuart Page, President, Chief Executive Officer, and Director
|
|
|
|
By:
|
|
/s/ Victor M. Perez
|
|
|
Victor M. Perez, Chief Financial Officer and Principal Financial Officer
|
|
|
|
By:
|
|
/s/ Ryan H. McHugh
|
|
|
Ryan H. McHugh, Controller and Principal Accounting Officer
|
/s/ Kevin Guilbeau
|
|
|
|
/s/ Mark Chess
|
|
|
|
/s/ Rocky Duckworth
|
Kevin Guilbeau
|
|
|
|
Mark Chess
|
|
|
|
Rocky Duckworth
|
|
|
|
|
|
||||
/s/ Eric C. Neuman
|
|
|
|
/s/ Ganesh Kishore
|
|
|
|
/s/ Mark B. Puckett
|
Eric C. Neuman
|
|
|
|
Ganesh Kishore
|
|
|
|
Mark B. Puckett
|
|
|
|
|
|
||||
/s/ Damon L. Rawie
|
|
|
|
/s/ Jonathan Schulhof
|
|
|
|
|
Damon L. Rawie
|
|
|
|
Jonathan Schulhof
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
Table of Contents
|
|
|
Page
|
|
|
Consolidated Financial Statements of Glori Energy Inc. and Subsidiaries
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets – As of December 31, 2014 and 2015
|
|
|
|
Consolidated Statements of Operations – For the years ended December 31, 2014 and 2015
|
|
|
|
Consolidated Statements of Stockholders’ Equity - For the years ended December 31, 2014 and 2015
|
|
|
|
Consolidated Statements of Cash Flows – For the years ended December 31, 2014 and 2015
|
|
|
|
Notes to Consolidated Financial Statements
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Oil and gas revenues
|
$
|
11,724
|
|
|
7,397
|
|
|
Service revenues
|
4,135
|
|
|
1,605
|
|
||
Total revenues
|
15,859
|
|
|
9,002
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Oil and gas operations
|
10,777
|
|
|
9,974
|
|
||
Service operations
|
3,528
|
|
|
1,771
|
|
||
Science and technology
|
1,868
|
|
|
1,940
|
|
||
Selling, general and administrative
|
5,920
|
|
|
5,884
|
|
||
Impairment of oil and gas properties
|
13,160
|
|
|
22,600
|
|
||
Depreciation, depletion and amortization
|
4,624
|
|
|
5,507
|
|
||
Total operating expenses
|
39,877
|
|
|
47,676
|
|
||
|
|
|
|
||||
Loss from operations
|
(24,018
|
)
|
|
(38,674
|
)
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(3,023
|
)
|
|
(2,169
|
)
|
||
Gain on change in fair value of warrants
|
2,454
|
|
|
—
|
|
||
Gain on commodity derivatives
|
6,023
|
|
|
3,961
|
|
||
Other income
|
17
|
|
|
445
|
|
||
Total other income, net
|
5,471
|
|
|
2,237
|
|
||
|
|
|
|
||||
Net loss before taxes on income
|
(18,547
|
)
|
|
(36,437
|
)
|
||
|
|
|
|
||||
Income tax expense (benefit)
|
209
|
|
|
(182
|
)
|
||
|
|
|
|
||||
Net loss
|
$
|
(18,756
|
)
|
|
$
|
(36,255
|
)
|
|
|
|
|
||||
Net loss per common share, basic and diluted
|
$
|
(0.65
|
)
|
|
$
|
(1.14
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding,
basic and diluted |
28,855
|
|
|
31,769
|
|
|
Stockholders' equity
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
Additional
|
|
|
|
Total
|
|||||||||
|
Common stock
|
|
paid-in
|
|
Accumulated
|
|
stockholders'
|
|||||||||||
|
Shares
|
|
Par value
|
|
capital
|
|
deficit
|
|
equity
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balances as of January 1, 2014, as converted
|
22,450,688
|
|
|
$
|
2
|
|
|
$
|
61,609
|
|
|
$
|
(45,415
|
)
|
|
$
|
16,196
|
|
Stock based compensation
|
—
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
296
|
|
||||
Issuance, repurchase and cancellation of common shares
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
||||
Change in fair value of warrant liability
|
—
|
|
|
—
|
|
|
(2,454
|
)
|
|
—
|
|
|
(2,454
|
)
|
||||
Share issuance, as converted (formerly C-2 preferred shares and warrants, see Note 4)
|
1,133,869
|
|
|
—
|
|
|
5,049
|
|
|
—
|
|
|
5,049
|
|
||||
Recapitalization due to merger (see Note 4)
|
6,658,449
|
|
|
1
|
|
|
34,725
|
|
|
—
|
|
|
34,726
|
|
||||
Debt conversion to common stock
|
250,000
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
||||
Warrants exchanged for common shares
|
583,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Warrants exercised
|
423,287
|
|
|
—
|
|
|
4,188
|
|
|
—
|
|
|
4,188
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,756
|
)
|
|
(18,756
|
)
|
||||
Balance at December 31, 2014
|
31,499,303
|
|
|
$
|
3
|
|
|
$
|
105,383
|
|
|
$
|
(64,171
|
)
|
|
$
|
41,215
|
|
Stock based compensation
|
150,808
|
|
|
—
|
|
|
1,412
|
|
|
—
|
|
|
1,412
|
|
||||
Stock option exercises
|
211,246
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
139
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,255
|
)
|
|
(36,255
|
)
|
||||
Balances as of December 31, 2015
|
31,861,357
|
|
|
3
|
|
|
106,934
|
|
|
(100,426
|
)
|
|
6,511
|
|
|
Years ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Net loss
|
$
|
(18,756
|
)
|
|
$
|
(36,255
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation, depletion and amortization of property and equipment
|
4,624
|
|
|
5,507
|
|
||
Exploration expenses
|
—
|
|
|
102
|
|
||
Stock-based compensation
|
296
|
|
|
1,412
|
|
||
Bad debt expense
|
—
|
|
|
56
|
|
||
Amortization of deferred loan costs and other
|
439
|
|
|
326
|
|
||
Accretion of end-of-term charge
|
96
|
|
|
40
|
|
||
Unrealized gain on change in fair value of commodity derivatives
|
(5,796
|
)
|
|
(340
|
)
|
||
Gain on change in fair value of warrant liabilities
|
(2,454
|
)
|
|
—
|
|
||
Accretion of discount on long-term debt
|
67
|
|
|
28
|
|
||
Loss on disposal of property and equipment
|
—
|
|
|
75
|
|
||
Gain on the sale of Etzold
|
—
|
|
|
(422
|
)
|
||
Settlement of asset retirement obligations
|
—
|
|
|
(44
|
)
|
||
Impairment of oil and gas property
|
13,160
|
|
|
22,600
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(1,087
|
)
|
|
(141
|
)
|
||
Prepaid expenses and other current assets
|
(149
|
)
|
|
(70
|
)
|
||
Accounts payable
|
1,339
|
|
|
(1,126
|
)
|
||
Deferred revenues
|
(1,100
|
)
|
|
(653
|
)
|
||
Accrued expenses
|
1,135
|
|
|
(806
|
)
|
||
Net cash used in operating activities
|
(8,186
|
)
|
|
(9,711
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchase of proved oil and gas property
|
(41,353
|
)
|
|
(5,220
|
)
|
||
Purchase of other property and equipment
|
(1,009
|
)
|
|
(588
|
)
|
||
Proceeds from the sale of long-term commodity derivatives
|
—
|
|
|
2,725
|
|
||
Proceeds from the sale of Etzold
|
—
|
|
|
75
|
|
||
Net cash used in investing activities
|
(42,362
|
)
|
|
(3,008
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, preferred stock and preferred warrants
|
5,019
|
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
24,035
|
|
|
52
|
|
||
Proceeds from exercise of warrants and stock options
|
4,188
|
|
|
139
|
|
||
Proceeds from merger with Infinity Corp. including private placement of common stock
|
38,441
|
|
|
—
|
|
||
Payments on long-term debt
|
(8,147
|
)
|
|
(8,780
|
)
|
||
Payments for deferred offering costs
|
(3,337
|
)
|
|
(63
|
)
|
||
Payments for deferred loan costs
|
(767
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
59,432
|
|
|
(8,652
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
8,884
|
|
|
(21,371
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
20,867
|
|
|
29,751
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
29,751
|
|
|
$
|
8,380
|
|
|
|
|
|
||||
Non-cash financing and investing activities:
|
|
|
|
||||
Asset retirement obligation assumed
|
883
|
|
|
517
|
|
||
|
|
|
|
|
|
||
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
2,990
|
|
|
$
|
2,240
|
|
Laboratory and manufacturing facility
|
|
5 years or the remaining term of the lease, whichever is shorter
|
|
|
|
Laboratory and field service equipment, office equipment and trucks
|
|
5 years
|
|
|
|
Computer equipment
|
|
3 years
|
|
Temporary equity - convertible redeemable preferred stock
|
|
Stockholders' equity
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Additional
|
|
|
|
Total
|
|||||||||||||||||||||||
|
Series A Preferred
|
|
Series B Preferred
|
|
Series C Preferred
|
|
Series C-1 Preferred
|
|
temporary
|
|
Common stock
|
|
paid-in
|
|
Accumulated
|
|
stockholders'
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
equity
|
|
Shares
|
|
Par value
|
|
capital
|
|
deficit
|
|
equity
|
|||||||||||||||||||||||
Balances as of January 1, 2014
|
475,541
|
|
|
$
|
13,762
|
|
|
2,901,052
|
|
|
$
|
31,900
|
|
|
7,296,607
|
|
|
$
|
29,773
|
|
|
4,462,968
|
|
|
$
|
3,234
|
|
|
$
|
78,669
|
|
|
3,295,771
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(76,379
|
)
|
|
$
|
(76,378
|
)
|
Reversal of pre-Merger temporary equity
|
(475,541
|
)
|
|
(13,762
|
)
|
|
(2,901,052
|
)
|
|
(31,900
|
)
|
|
(7,296,607
|
)
|
|
(29,773
|
)
|
|
(4,462,968
|
)
|
|
(3,234
|
)
|
|
$
|
(78,669
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,669
|
|
|
78,669
|
|
||||||||
Reversal of pre-Merger common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,295,771
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclassification of pre-Merger warrants from liability to additional paid-in capital
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,905
|
|
|
—
|
|
|
13,905
|
|
|||||||||
Conversion of pre-Merger shares to post-Merger shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,450,688
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Segregate historical accumulated deficit from additional paid-in capital
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,705
|
|
|
(47,705
|
)
|
|
—
|
|
|||||||||
Balances as of January 1, 2014, as converted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
22,450,688
|
|
|
$
|
2
|
|
|
$
|
61,609
|
|
|
$
|
(45,415
|
)
|
|
$
|
16,196
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued to Infinity Corp. founder shareholders
|
1,437,500
|
|
||||
Ordinary shares issued to Infinity Corp. shareholders
|
5,750,000
|
|
||||
Less: Ordinary shares redeemed
|
(2,351,533
|
)
|
||||
Ordinary shares issued underwriter for UPO warrant conversion
|
100,000
|
|
||||
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt portion of the PIPE Investment)
|
812,500
|
|
||||
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)
|
250,000
|
|
||||
Ordinary shares issued for the optional PIPE Investment
|
909,982
|
|
||||
Ordinary shares issued to Glori Energy Inc. shareholders
|
23,584,557
|
|
||||
|
|
|
|
|
30,493,006
|
|
|
December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Proved oil and gas properties - successful efforts
|
$
|
45,694
|
|
|
$
|
48,454
|
|
Unproved oil and gas properties
|
196
|
|
|
443
|
|
||
Construction in progress
|
589
|
|
|
594
|
|
||
Laboratory and warehouse facility
|
640
|
|
|
648
|
|
||
Laboratory and field service equipment
|
3,158
|
|
|
3,355
|
|
||
Office equipment, computer equipment, vehicles and other
|
1,358
|
|
|
1,399
|
|
||
|
51,635
|
|
|
54,893
|
|
||
|
|
|
|
||||
Less: accumulated depreciation, depletion and amortization (1)
|
(22,822
|
)
|
|
(47,578
|
)
|
||
Total property and equipment, net
|
$
|
28,813
|
|
|
$
|
7,315
|
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Depreciation and amortization expense
|
$
|
523
|
|
|
$
|
628
|
|
Depletion expense
|
3,960
|
|
|
4,723
|
|
||
Accretion of asset retirement obligation
|
141
|
|
|
156
|
|
||
Total depreciation, depletion, and amortization of property and equipment
|
$
|
4,624
|
|
|
$
|
5,507
|
|
|
Year ended December 31,
|
||
|
2014
|
||
|
|
||
Total revenues
|
$
|
18,604
|
|
Net loss
|
(19,111
|
)
|
|
|
|
||
Net loss per common shares, basic and diluted
|
$
|
(0.66
|
)
|
|
|
||
Weighted average shares outstanding:
|
|
||
Basic
|
28,855
|
|
|
Diluted
|
28,855
|
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Revenue
|
$
|
327
|
|
|
$
|
57
|
|
Expenses
|
433
|
|
|
200
|
|
||
Net loss from operations
|
(106
|
)
|
|
(143
|
)
|
||
|
|
|
|
||||
Income taxes
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(106
|
)
|
|
$
|
(143
|
)
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Balance at the beginning of period
|
$
|
305
|
|
|
$
|
1,329
|
|
Liabilities acquired during the period
|
883
|
|
|
451
|
|
||
Liabilities settled during the period
|
—
|
|
|
(44
|
)
|
||
Accretion expense
|
141
|
|
|
156
|
|
||
Sold
|
—
|
|
|
(435
|
)
|
||
Revisions in estimates
|
—
|
|
|
65
|
|
||
Balance at the end of the period
|
$
|
1,329
|
|
|
$
|
1,522
|
|
|
December 31,
|
||||||
|
2014
|
|
2015
|
||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
65
|
|
Asset retirement obligation
|
1,329
|
|
|
1,457
|
|
||
|
$
|
1,329
|
|
|
$
|
1,522
|
|
|
December 31,
|
||||||
|
2014
|
|
2015
|
||||
Accrued compensation and benefits
|
$
|
892
|
|
|
$
|
91
|
|
Accrued end-of-term charge (see NOTE 10)
|
240
|
|
|
—
|
|
||
Accrued interest
|
15
|
|
|
386
|
|
||
Accrued taxes
|
223
|
|
|
47
|
|
||
Accrued royalties
|
164
|
|
|
134
|
|
||
Asset retirement obligations
|
—
|
|
|
65
|
|
||
Accrued lease operating expenses and other
|
258
|
|
|
457
|
|
||
|
$
|
1,792
|
|
|
$
|
1,180
|
|
|
Fair value measurements using
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Short-term commodity derivatives, asset
|
$
|
—
|
|
|
$
|
2,905
|
|
|
$
|
—
|
|
|
$
|
2,905
|
|
Long-term commodity derivatives, asset
|
—
|
|
|
2,891
|
|
|
—
|
|
|
2,891
|
|
||||
|
$
|
—
|
|
|
$
|
5,796
|
|
|
$
|
—
|
|
|
$
|
5,796
|
|
|
Fair value measurements using
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Short-term commodity derivatives, asset
|
$
|
—
|
|
|
$
|
3,411
|
|
|
$
|
—
|
|
|
$
|
3,411
|
|
Period
|
|
Volume/Month (Bbls)
|
|
Price/Unit
|
|
Fair Value - Asset
|
|||||
January 2016 - March 2016
|
|
7,300
|
|
|
$
|
86.50
|
|
|
$
|
1,053,000
|
|
April 2016 - December 2016
|
|
6,550
|
|
|
$
|
82.46
|
|
|
$
|
2,358,000
|
|
|
Year ended December 31,
|
|||||||
|
2014
|
|
2015
|
|||||
Unrealized gain on commodity derivatives
|
$
|
5,796
|
|
|
$
|
340
|
|
|
Early termination of long-term commodity derivatives
|
—
|
|
|
(2,725
|
)
|
|||
Realized gain on commodity derivatives
|
227
|
|
|
6,346
|
|
|||
|
$
|
6,023
|
|
|
$
|
3,961
|
|
Year ended December 31,
|
|
Amount
|
||
|
|
|
||
2016
|
|
$
|
480
|
|
2017
|
|
10,012
|
|
|
2018
|
|
9
|
|
|
2019
|
|
9
|
|
|
2020
|
|
9
|
|
|
Thereafter
|
|
6
|
|
|
|
|
$
|
10,525
|
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
||||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(18,756
|
)
|
|
$
|
(36,255
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average common shares outstanding - basic
|
28,855
|
|
|
31,769
|
|
||
Effect of dilutive securities
|
—
|
|
|
—
|
|
||
Weighted-average common shares - diluted
|
28,855
|
|
|
31,769
|
|
||
|
|
|
|
||||
Net loss per common share - basic and diluted
|
$
|
(0.65
|
)
|
|
$
|
(1.14
|
)
|
|
Year ended December 31,
|
||||
|
2014
|
|
2015
|
||
Common stock warrants ($10 strike price)
|
4,895
|
|
|
5,321
|
|
Common stock options
|
2,311
|
|
|
2,039
|
|
Restricted shares
|
—
|
|
|
82
|
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
||||||
Federal benefit at statutory income tax rate
|
$
|
(6,692
|
)
|
|
$
|
(12,374
|
)
|
R&D credits
|
(83
|
)
|
|
(58
|
)
|
||
Non-deductible (taxable) expenses & other items
|
(380
|
)
|
|
422
|
|
||
State income taxes - net of federal benefit
|
(221
|
)
|
|
(33
|
)
|
||
Foreign income taxes
|
209
|
|
|
(182
|
)
|
||
Change in valuation allowance
|
7,376
|
|
|
12,043
|
|
||
Taxes on income
|
$
|
209
|
|
|
$
|
(182
|
)
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Current deferred tax asset
|
|
|
|
|
|
||
Deferred revenue and other
|
$
|
248
|
|
|
$
|
9
|
|
Less valuation allowance
|
(225
|
)
|
|
(9
|
)
|
||
|
23
|
|
|
—
|
|
||
|
|
|
|
||||
Current deferred tax liability
|
|
|
|
|
|
||
Current portion of swap asset
|
993
|
|
|
1,161
|
|
||
|
|
|
|
||||
Current deferred tax liability, net
|
970
|
|
|
1,161
|
|
||
|
|
|
|
||||
Non-current deferred tax asset
|
|
|
|
|
|
||
NOL carryforwards (long-term)
|
16,077
|
|
|
22,233
|
|
||
R&D credits
|
450
|
|
|
508
|
|
||
Stock compensation
|
154
|
|
|
346
|
|
||
Depreciable property basis
|
740
|
|
|
450
|
|
||
Oil and gas properties
|
4,040
|
|
|
9,386
|
|
||
|
21,461
|
|
|
32,923
|
|
||
Less valuation allowance
|
(19,503
|
)
|
|
(31,762
|
)
|
||
|
1,958
|
|
|
1,161
|
|
||
|
|
|
|
||||
Non-current deferred tax liability
|
|
|
|
|
|
||
Non-current portion of swap asset
|
988
|
|
|
—
|
|
||
Non-current deferred tax asset, net
|
970
|
|
|
1,161
|
|
||
|
|
|
|
||||
Total deferreds, net
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
||||||
Current tax provision (benefit):
|
|
|
|
||||
Federal
|
—
|
|
|
—
|
|
||
Foreign
|
209
|
|
|
(182
|
)
|
||
State
|
—
|
|
|
—
|
|
||
Total
|
$
|
209
|
|
|
$
|
(182
|
)
|
|
|
|
|
||||
Deferred tax provision (benefit):
|
|
|
|
||||
Federal
|
—
|
|
|
—
|
|
||
Foreign
|
—
|
|
|
—
|
|
||
State
|
—
|
|
|
—
|
|
||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Total tax provision (benefit):
|
|
|
|
||||
Federal
|
—
|
|
|
—
|
|
||
Foreign
|
209
|
|
|
(182
|
)
|
||
State
|
—
|
|
|
—
|
|
||
Total
|
$
|
209
|
|
|
$
|
(182
|
)
|
|
|
Year ended December 31,
|
||
|
|
|
||
2016
|
|
$
|
295
|
|
2017
|
|
53
|
|
|
|
|
$
|
348
|
|
|
Number
of options |
|
Weighted
average exercise price per share |
|
Weighted
average remaining contractual term (years) |
|
Aggregate intrinsic value
|
|||
Outstanding as of January 1, 2014
|
2,322,180
|
|
|
0.81
|
|
|
7.7
|
|
782,000
|
|
Awarded
|
7,103
|
|
|
1.16
|
|
|
|
|
|
|
Exercised
|
(9,397
|
)
|
|
1.16
|
|
|
|
|
70,000
|
|
Forfeited or Expired (1)
|
(19,836
|
)
|
|
1.16
|
|
|
|
|
|
|
Outstanding as of December 31, 2014
|
2,300,050
|
|
|
0.82
|
|
|
6.7
|
|
7,725,000
|
|
Awarded
|
924,234
|
|
|
1.54
|
|
|
|
|
|
|
Exercised
|
(211,246
|
)
|
|
0.66
|
|
|
|
|
456,000
|
|
Forfeited or Expired (1)
|
(178,403
|
)
|
|
1.80
|
|
|
|
|
|
|
Outstanding as of December 31, 2015
|
2,834,635
|
|
|
1.01
|
|
|
6.9
|
|
89,000
|
|
Exercisable as of December 31, 2015
|
1,934,605
|
|
|
0.84
|
|
|
5.7
|
|
89,000
|
|
(1)
|
Management considers the circumstances generating these forfeitures to be unusual and nonrecurring in nature; accordingly, no allowance for forfeitures of options to purchase shares has been considered in determining future vesting or expense.
|
|
Year ended December 31,
|
||
|
2014
|
|
2015
|
|
|
|
|
Risk-free interest rate
|
2.44%
|
|
1.55%
|
Expected volatility
|
55%
|
|
66%
|
Expected dividend yield
|
—
|
|
—
|
Expected life (in years)
|
7.00
|
|
6.00
|
Expected forfeiture rate
|
—
|
|
—
|
|
Shares
|
|
Weighted-average grant date fair value
|
|||
Non-vested awards outstanding, December 31, 2014
|
—
|
|
|
—
|
|
|
Granted
|
1,040,540
|
|
|
$
|
2.65
|
|
Vested
|
(150,808
|
)
|
|
2.65
|
|
|
Forfeited
|
(45,140
|
)
|
|
2.13
|
|
|
Non-vested awards outstanding, December 31, 2015
|
844,592
|
|
|
$
|
2.67
|
|
|
Oil and Gas
|
|
AERO Services
|
|
Corporate
|
|
Total
|
||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
11,724
|
|
|
$
|
4,135
|
|
|
$
|
—
|
|
|
$
|
15,859
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
10,777
|
|
|
3,528
|
|
|
7,788
|
|
|
22,093
|
|
||||
Impairment of oil and gas properties
|
13,160
|
|
|
—
|
|
|
—
|
|
|
13,160
|
|
||||
Depreciation, depletion and amortization
|
4,188
|
|
|
404
|
|
|
32
|
|
|
4,624
|
|
||||
(Loss) income from operations
|
(16,401
|
)
|
|
203
|
|
|
(7,820
|
)
|
|
(24,018
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
6,023
|
|
|
—
|
|
|
(552
|
)
|
|
5,471
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Taxes on income
|
—
|
|
|
—
|
|
|
209
|
|
|
209
|
|
||||
Net (loss) income
|
(10,378
|
)
|
|
203
|
|
|
(8,581
|
)
|
|
(18,756
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment, net
|
$
|
27,078
|
|
|
$
|
1,636
|
|
|
$
|
99
|
|
|
$
|
28,813
|
|
Total assets
|
$
|
34,163
|
|
|
$
|
1,789
|
|
|
$
|
31,483
|
|
|
$
|
67,435
|
|
|
Oil and Gas
|
|
AERO Services
|
|
Corporate
|
|
Total
|
||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
7,397
|
|
|
$
|
1,605
|
|
|
$
|
—
|
|
|
$
|
9,002
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
9,974
|
|
|
1,771
|
|
|
7,824
|
|
|
19,569
|
|
||||
Impairment of oil and gas property
|
22,600
|
|
|
—
|
|
|
—
|
|
|
22,600
|
|
||||
Depreciation, depletion and amortization
|
4,953
|
|
|
327
|
|
|
227
|
|
|
5,507
|
|
||||
Loss from operations
|
(30,130
|
)
|
|
(493
|
)
|
|
(8,051
|
)
|
|
(38,674
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
4,382
|
|
|
—
|
|
|
(2,145
|
)
|
|
2,237
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Taxes on income
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
(182
|
)
|
||||
Net loss
|
$
|
(25,748
|
)
|
|
$
|
(493
|
)
|
|
$
|
(10,014
|
)
|
|
$
|
(36,255
|
)
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment, net
|
$
|
5,741
|
|
|
$
|
1,294
|
|
|
$
|
280
|
|
|
$
|
7,315
|
|
Total assets
|
$
|
10,098
|
|
|
$
|
1,816
|
|
|
$
|
10,350
|
|
|
$
|
22,264
|
|
|
Crude Oil and Condensate
|
|
Natural Gas
|
||
|
(Mbbls)
|
|
(Mmcf)
|
||
|
|
|
|
||
Proved Developed Reserves, January 1, 2014
|
18
|
|
|
—
|
|
Purchase of minerals in place (1)
|
1,728
|
|
|
384
|
|
Production
|
(133
|
)
|
|
(72
|
)
|
Revisions of previous estimates (2)
|
(211
|
)
|
|
(258
|
)
|
Proved Developed Reserves, December 31, 2014
|
1,402
|
|
|
54
|
|
Purchase of minerals in place (3)
|
74
|
|
|
68
|
|
Sale of minerals in place (4)
|
(14
|
)
|
|
—
|
|
Production
|
(155
|
)
|
|
(90
|
)
|
Revisions of Previous Estimates (5)
|
(612
|
)
|
|
19
|
|
Proved Developed Reserves, December 31, 2015
|
695
|
|
|
51
|
|
(1)
|
Purchase of the Coke Field Assets on March 14, 2014 and the Southwest Operating Assets on September 1, 2014.
|
(2)
|
The reserves revision is due to an increase in costs over our prior year reserve report.
|
(3)
|
Purchase of the Bonnie View Field on June 1, 2015.
|
(4)
|
Sale of the Etzold Field on July 1, 2015,
|
(5)
|
The oil reserves revision is due to a decline in oil prices throughout 2015.
|
|
Crude oil and condensate
|
|
Natural gas
|
||
|
(Mbbls)
|
|
(Mmcf)
|
||
|
|
|
|
||
December 31, 2014
|
|
|
|
|
|
Proved developed reserves
|
1,402
|
|
|
54
|
|
Proved undeveloped reserves
|
—
|
|
|
—
|
|
Total
|
1,402
|
|
|
54
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
|
|
Proved developed reserves
|
695
|
|
|
51
|
|
Proved undeveloped reserves
|
—
|
|
|
—
|
|
Total
|
695
|
|
|
51
|
|
|
December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Unproved properties
|
$
|
196
|
|
|
$
|
443
|
|
Proved properties
|
45,694
|
|
|
48,454
|
|
||
Total
|
45,890
|
|
|
48,897
|
|
||
Less - accumulated depreciation, depletion and amortization (1)
|
(19,612
|
)
|
|
(44,181
|
)
|
||
Net capitalized costs
|
$
|
26,278
|
|
|
$
|
4,716
|
|
(1)
|
Accumulated depreciation, depletion and amortization includes the
2014
oil and gas property impairment of
$13,160,000
and the
2015
impairment of
$22,600,000
.
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Acquisition of properties
|
$
|
42,788
|
|
|
$
|
3,705
|
|
Development
|
—
|
|
|
2,534
|
|
||
Total costs incurred
|
$
|
42,788
|
|
|
$
|
6,239
|
|
|
For the Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Revenues from oil and gas producing activities
|
$
|
11,724
|
|
|
$
|
7,397
|
|
|
|
|
|
||||
Production costs
|
6,631
|
|
|
6,588
|
|
||
Exploration expense
|
—
|
|
|
102
|
|
||
Ad valorem taxes
|
438
|
|
|
420
|
|
||
State severance taxes
|
547
|
|
|
343
|
|
||
Impairment of oil and gas property
|
13,160
|
|
|
22,600
|
|
||
Depreciation, depletion and amortization
|
3,960
|
|
|
4,723
|
|
||
Total expenses
|
24,736
|
|
|
34,776
|
|
||
|
|
|
|
||||
Pre-tax loss from producing activities
|
(13,012
|
)
|
|
(27,379
|
)
|
||
|
|
|
|
||||
Income tax expense
|
—
|
|
|
—
|
|
||
Results of oil and gas producing activities
|
$
|
(13,012
|
)
|
|
$
|
(27,379
|
)
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
Future cash inflows
|
$
|
133,235
|
|
|
$
|
33,926
|
|
Future production and development costs
|
|
|
|
|
|
||
Production
|
(86,032
|
)
|
|
(26,442
|
)
|
||
Development
|
—
|
|
|
(136
|
)
|
||
Future cash flows before income taxes
|
47,203
|
|
|
7,348
|
|
||
Future income taxes
|
—
|
|
|
—
|
|
||
Future net cash flows after income taxes
|
47,203
|
|
|
7,348
|
|
||
10% annual discount for estimated timing of cash flows
|
(17,111
|
)
|
|
(2,586
|
)
|
||
Standardized measure of discounted future net cash flows
|
$
|
30,092
|
|
|
$
|
4,762
|
|
|
Year ended December 31,
|
||||||
|
2014
|
|
2015
|
||||
|
|
|
|
||||
Balance, beginning of year
|
$
|
561
|
|
|
$
|
30,092
|
|
Changes from:
|
|
|
|
|
|||
Sales, net of production costs
|
(4,108
|
)
|
|
(46
|
)
|
||
Net changes in prices and production costs
|
2,445
|
|
|
(12,882
|
)
|
||
Extensions
|
—
|
|
|
544
|
|
||
Divestiture of reserves
|
—
|
|
|
(337
|
)
|
||
Revisions to quantity estimates
|
(8,044
|
)
|
|
(16,436
|
)
|
||
Accretion of discount
|
56
|
|
|
3,009
|
|
||
Purchases of reserves in place
|
38,211
|
|
|
1,188
|
|
||
Net changes in income taxes
|
—
|
|
|
—
|
|
||
Changes in timing of cash flows and other
|
971
|
|
|
(370
|
)
|
||
Balance, end of year
|
$
|
30,092
|
|
|
$
|
4,762
|
|
|
2014 (Quarter ended)
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(Unaudited)
|
||||||||||||||
Net revenues
|
$
|
1,002
|
|
|
$
|
5,556
|
|
|
$
|
5,458
|
|
|
$
|
3,843
|
|
Loss from operations
|
(2,796
|
)
|
|
(1,880
|
)
|
|
(1,633
|
)
|
|
(17,709
|
)
|
||||
Net loss applicable to stockholders
|
(684
|
)
|
|
(6,060
|
)
|
|
(356
|
)
|
|
(11,656
|
)
|
||||
Net loss per common share, basic and diluted (1)
|
$
|
(0.60
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.37
|
)
|
Weighted average shares outstanding, basic and diluted (2)
|
1,137
|
|
|
29,642
|
|
|
31,475
|
|
|
31,499
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2015 (Quarter ended)
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(Unaudited)
|
||||||||||||||
Net revenues
|
$
|
2,567
|
|
|
$
|
2,632
|
|
|
$
|
2,019
|
|
|
$
|
1,784
|
|
Loss from operations
|
(3,606
|
)
|
|
(3,604
|
)
|
|
(3,867
|
)
|
|
(27,597
|
)
|
||||
Net loss applicable to stockholders
|
(2,984
|
)
|
|
(4,916
|
)
|
|
(1,303
|
)
|
|
(27,052
|
)
|
||||
Net loss per common share, basic and diluted (1)
|
$
|
(0.09
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.85
|
)
|
Weighted average shares outstanding, basic and diluted
|
31,563
|
|
|
31,803
|
|
|
31,845
|
|
|
31,859
|
|
10.8
|
Series C-2 Preferred Stock and Warrant Purchase Agreement, dated March 14, 2014, by and among Glori Energy Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.12 of the Company's Form 8-K, filed April 18, 2014)
|
10.9
|
Note Purchase Agreement dated March 14, 2014, by and among Glori Energy Production Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.13 of the Company's Form 8-K/A, filed May 2, 2014)
|
10.10
|
Second Lien Secured Term Note, dated March 13, 2014, by Glori Energy Inc. to E.W. Holdings Inc. (incorporated by reference to Exhibit 10.14 of the Company's Form 8-K/A, filed May 2, 2014)
|
10.11
|
Amendment and Assumption Agreement to the Glori Oil Limited 2006 Stock Option and Grant Plant dated April 14, 2014 (incorporated by reference to Exhibit 10.15 of the Company's Form 8-K, filed April 18, 2014)
|
10.12
|
Form of Termination and Release Agreement (incorporated by reference to Exhibit 10.18 of the Company's Form 8-K, filed April 18, 2014)
|
10.13
|
BP Swap Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed August 13, 2014)
|
10.14
|
Second Amendment to Note Purchase Agreement made and entered into as of August 11, 2014, between Glori Energy Production Inc., Stellus Capital Investment Corporation and each of the holders signatory signed thereto (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed August 13, 2014)
|
10.15
|
Third Amendment to the Note Purchase Agreement made and entered into as of November 5, 2015, between Glori Energy Production Inc., Stellus Capital Investment Corporation and each of the holders signatory thereto (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed November 6, 2015)
|
10.16*
|
Fourth Amendment to the Note Purchase Agreement made and entered into as of March 18, 2016, between Glori Energy Production Inc., Stellus Capital Investment Corporation and each of the holders signatory thereto
|
10.17
|
Office space lease agreement entered into as of October 2, 2014, between Glori Energy Inc. and Fugro N.V. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, filed November 12, 2014)
|
10.18 †
|
Employment Agreement by and between Stuart M. Page and Glori Acquisition Corp. (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K/A filed May 2, 2014)
|
10.19 †
|
Employment Agreement by and between Victor M. Perez and Glori Acquisition Corp. (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K/A, filed May 2, 2014)
|
10.20*
|
Employment Agreement by and between Michael Pavia and Glori Acquisition Corp. (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K/A, filed May 2, 2014)
|
10.21 †
|
Executive Chairman Agreement by and between Kevin Guilbeau and Glori Energy Inc. (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K filed October 13, 2015).
|
10.22 †
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 of the Company's Form 8-K, filed April 18, 2014)
|
10.23 †
|
Form of Director Agreement (incorporated by reference to Exhibit 10.17 of the Company's Form 8-K, filed April 18, 2014)
|
10.24 †
|
Glori Oil Limited 2006 Stock Option and Grant Plan (incorporated by reference to Exhibit 99.1 of the Company’s Form S-8, filed August 21, 2014)
|
10.25 †
|
Glori Energy Inc. 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company’s Form S-8, filed December 29, 2014)
|
10.26 †
|
Form of Employee Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 99.2 of the Company’s Form S-8, filed December 29, 2014)
|
10.27 †
|
Form of Employee Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 99.3 of the Company’s Form S-8, filed December 29, 2014)
|
10.28 †
|
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.4 of the Company’s Form S-8, filed December 29, 2014)
|
10.29 †
|
Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.5 of the Company’s Form S-8, filed December 29, 2014)
|
10.30 †
|
Form of Director Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 99.6 of the Company’s Form S-8, filed December 29, 2014)
|
10.31 †
|
Form of Consultant Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.7 of the Company’s Form S-8, filed December 29, 2014)
|
10.32 †
|
Form of Consultant Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 99.8 of the Company’s Form S-8, filed December 29, 2014)
|
14.1
|
Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 of the Company's For 10-K, filed March 12, 2015.)
|
21.1*
|
List of Subsidiaries
|
23.1*
|
Consent of Grant Thornton LLP
|
23.2*
|
Consent of William M. Cobb & Associates Inc.
|
31.1*
|
Certification by Stuart Page, Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Certification by Victor Perez, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1*
|
Certification by Stuart Page, Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2*
|
Certification by Victor Perez, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
99.1*
|
William M. Cobb & Associates, Inc. reserve engineer report at January 1, 2016
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extenstion Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
*
|
Filed herewith
|
†
|
Indicates management contract or compensatory plan or arrangement.
|
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