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TriValley Corp Reports Operating Results (10-Q/A)

Nov 17, 2011 | About:
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TriValley Corp (TIV) filed Amended Quarterly Report for the period ended 2011-06-30.

Tri Valley Corp. has a market cap of $14.9 million; its shares were traded at around $0.22 with and P/S ratio of 3.1. Tri Valley Corp. had an annual average earning growth of 22.6% over the past 5 years.


This is the annual revenues and earnings per share of TIV over the last 10 years. For detailed 10-year financial data and charts, go to 10-Year Financials of TIV.


Highlight of Business Operations:

The Company performed a re-assessment of its accounting for the Series A, B and C warrants issued in connection with its April 2010 registered direct offering and concluded that the Series A and B Warrants were within the scope of Accounting Standards Codification 815-40, Derivatives and Hedging – Contracts in Entity s Own Equity (“ASC 815-40”), formerly Emerging Issues Task Force Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity s Own Stock. ASC 815-40 states, among other things, that contingent and other adjustment features in equity-linked financial instruments are consistent with equity indexation if they are based on variables that would be inputs to a "plain vanilla" option or forward pricing model and they do not increase the settlement amount or the contract's exposure to those variables. The Company's Series A and B warrants issued in April 2010 were initially linked to the Company's own equity shares (i.e. exercise prices of $1.50 per share and $2.15 per share, respectively); however, the Series A and B warrant holders had protective pricing features, whereby the conversion price reset to the price per share received by the Company if the Company subsequently issued common stock at a price per share less than the $1.30 per share paid by the investors in connection with the April 2010 registered direct offering. Resetting the conversion price based on a price per share received from other sales of common stock is not an input to an option pricing model and thus the fair value of the Series A and B warrants were not linked to the Company s common stock. Accordingly, the Series A and B warrants should have been accounted for as derivative financial liabilities, measured at a fair value of $0.9 million at the date of issuance, with changes in fair value recognized as a gain or loss for each reporting period thereafter. All of the Series A and B warrants were exchanged (or agreed to be exchanged) for common stock of the Company as at December 31, 2010 and the Company recognized $1.8 million of losses on these derivative instruments for the year ended December 31, 2010 (see December 31, 2010 Form 10-K/A Part II, Item 8. Financial Statements and Supplementary Data, Note 11 – Common Stock and Warrants). The Series C warrants did not have similar protective pricing features that are not linked to the Company s common stock and were appropriately accounted for in equity as originally reported.

The Company performed a re-assessment of its accounting for stock issuance costs incurred in connection with its April 2011 private placement and various at-the-market offerings of common stock (see Part I, Item 1. Financial Statements, Note 5- Changes in Securities). The Company determined that $0.2 million and $0.6 million for the year ended December 31, 2010 and six-month period ended June 30, 2011, respectively, of stock issuance costs were incorrectly charged to the results of operations and should have been recorded as a reduction in the proceeds received from the sales of common stock (i.e. capital in excess of par value).

The Company performed a re-assessment of its accounting for stock issuance costs incurred in connection with its April 2011 private placement and various at-the-market offerings of common stock (see Part I, Item 1. Financial Statements, Note 5- Changes in Securities). The Company determined that $0.2 million and $0.6 million for the year ended December 31, 2010 and six-month period ended June 30, 2011, respectively, of stock issuance costs were incorrectly charged to the results of operations and should have been recorded as a reduction in the proceeds received from the sales of common stock (i.e. capital in excess of par value).

Read the The complete Report

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