8 Aug 2007director interest notice● Neutral
Joe Martin became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Aug 2007director interest notice● Neutral
Joe Martin became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
2 Aug 2007director interest notice● Neutral
Glen Rose Petroleum CORP 10%+ owner Lothian Oil INC sold 6,666,665 shares.
25 July 2007listing compliance notice▼ BadMajor
Nasdaq notified the company on July 19, 2007 that it fails the Capital Market equity/market value/net income requirement ($2.5M equity, or $35M market value, or $500,000 net income). It had until Aug 3, 2007 to submit a compliance plan and said it did not yet have one and was not certain it would. This adds a second listing deficiency to the June bid-price notice.
26 June 2007late filing notice▼ Bad
Glen Rose Petroleum CORP notified the SEC that its annual report would be filed late.
19 June 2007listing compliance notice▼ BadMajor
Nasdaq told the company on June 15, 2007 that its stock closed below $1.00 for 30 consecutive business days; it has until Dec 12, 2007 to regain compliance, with a possible further 180 days or delisting. Separately, the filing says Lothian, the largest shareholder that funded operations, filed for Chapter 11 on June 13, 2007, and the company does not know what effect this will have on its operations. This is a new listing issue and the failure of the funder behind the Lothian merger thread.
14 June 2007material agreement● NeutralMajor
The filing explains that Lothian's Cato Loan (raised from $4M to $8M, $6,554,000 drawn) was cut to $2,156,000 principal after $4,398,000 of sale proceeds were applied. On June 6, 2007 the company and UHC New Mexico agreed to hand the Cano shares to Lothian as full and final payment of the loan, which stood at $2,009,917 principal plus $434,111 interest, with Cano shares closing at $5.27. This ends the Cato loan and uses up the Cano shares from the New Mexico sale.
17 May 2007director interest notice● Neutral
Skryanz Franz A became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
5 Apr 2007asset acquisition disposition● NeutralMajor
On March 30, 2007 UHC New Mexico sold all its assets (the Permian Basin leases, including the Cato San Andres Unit area) to a Cano Petroleum subsidiary for $7 million cash and 404,204 restricted Cano shares, with $800,000 of the cash held back for 120 days. About $4.4 million went to Sterling Bank, curing the Jan 31 default; the press release says the company and UHC New Mexico were released from the Sterling loan. The rest went against the Lothian Cato loan, with the Cano shares pledged for the balance. Pro forma Dec 31, 2006 figures show total assets of $9.3 million, shareholders' equity of $5.4 million, and unproved oil and gas properties of $5.8 million. This resolves the Sterling default thread and removes the New Mexico leases that were the company's main assets in the context.
15 Feb 2007late filing notice▼ Bad
Glen Rose Petroleum CORP notified the SEC that its quarterly report would be filed late.
9 Feb 2007debt financing▼ BadMajor
The Sterling Bank forbearance expired with Lothian out of compliance, and the borrowers missed a $1,500,000 payment due Jan 31, 2007, which the bank declared an Event of Default (Feb 5, 2007 letter, also sent to guarantors UHC Petroleum Services and UHC Petroleum Corp). If accelerated, about $4,600,000 would be owed, excluding a $500,000 letter of credit, late fees and default interest; the company is negotiating a limited waiver to Feb 15, 2007 but no deal exists. The company says its board never approved the Jan 12 Second Amendment (the bank says it is enforceable), and that Lothian, which has funded operations since Nov 2005, may no longer be able to do so. This worsens the Nov 2006 forbearance thread.
29 Jan 2007listing compliance notice▼ Bad
Director Larry W. Wilton resigned, leaving the audit committee with two independent directors instead of the three Nasdaq requires. Nasdaq gave a cure period running until July 18, 2007 (because the annual meeting is set for Feb 20, 2007), and the company says it will start a search for a qualifying director. This reduces the three-member independent audit committee noted in the context.
19 Dec 2006material agreement▼ BadMajor
UHC New Mexico, the company's subsidiary, signed an Agreed Compliance Order with the New Mexico Oil Conservation Division (signed by the OCD Dec 4, 2006; effective Sept 1, 2006), replacing the Dec 7, 2005 order. It must bring at least 220 inactive wells into compliance (restore to production, plug, or approved temporary abandonment), with at least 40 by March 15, 2007 and at least 36 per six-month extension after that. Missing the quota triggers a penalty of $1,000 per well not brought into compliance, and plugged-well sites must be remediated (penalty of $1,000 per full month out of compliance).
15 Nov 2006material agreement▼ BadMajor
On November 10, 2006 Sterling Bank agreed not to act on defaults under the $20,000,000 credit agreement: Lothian missed the current ratio covenant at September 30, 2006 and was late with financial statements for periods ended March 31 and June 30, 2006. The bank waived the late-statements default, agreed to forbear on the ratio breach, and gave Lothian until December 1, 2006 for its September quarter statements. The bank could have demanded full repayment but did not; the facility is secured by company subsidiary assets, so this matters to the company's shareholders. The filing says no more about the ratio breach beyond the forbearance.
29 Sept 2006business combination● NeutralMajor
The company filed an S-4 registration/information statement for the Lothian merger, reflecting the Sept 21 terms (0.80 share per Lothian share; $3.00 warrants for holders of record April 26, 2006). It also describes approved actions: reincorporation in Delaware, a possible one-for-two reverse split if the board deems it necessary, and a 2006 equity incentive plan. Shareholders are told their vote is not needed because majority holders already consented. The stock closed at $2.65 on Sept 28, 2006. This continues the pending merger and adds the Delaware and reverse-split steps.
25 Sept 2006material agreement▼ BadMajor
On September 21, 2006 the merger agreement with Lothian was amended: Lothian holders now get 0.80 company share per Lothian share instead of 0.60606, so more shares go to Lothian holders. The $3.00 warrants for other shareholders can now be called early if the stock closes above $4.50 for ten straight trading days, and the outside termination date moved from Sept 30, 2006 to April 30, 2007. The preferred stock was resized (Series A to 176,000, B-1 to 40,000, B-2 to 60,000 shares) with lower conversion prices ($1.25, $1.25, $1.5625). The press release attributes the change to new engineering and financial information and a revised fairness opinion.
12 July 2006director interest notice● Neutral
Raoul J Baxter became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
12 July 2006director interest notice● Neutral
Christopher Scott Wilson became a Glen Rose Petroleum CORP CEO, President and company insider (initial ownership filing).
12 July 2006director interest notice● Neutral
Bruce Ransom became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
11 July 2006material agreement▼ Bad
On July 7, 2006 the Sterling Bank credit agreement was amended so the bank's commitment is the lesser of $20,000,000 and the borrowing base in effect (the base was $5,250,000 at signing). The higher interest rate (prime + 1.50%) now applies when the balance reaches that commitment instead of at $10,000,000. This tightens the terms of the June 16 facility.
10 July 2006director interest notice● Neutral
Michael Patrick Raleigh became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
30 June 2006debt financing● NeutralMajor
On June 16, 2006 the company and its subsidiary UHC New Mexico signed, together with Lothian entities, a $20,000,000 credit line with Sterling Bank, secured by UHC New Mexico's oil and gas leases and by the company's pledge of its UHC New Mexico shares. The initial borrowing base is $5,250,000, the loan is due April 30, 2008, and $3,449,000 of principal plus a $500,000 letter of credit were already outstanding under a prior Lothian agreement. Lothian also agreed to rank its $4,000,000 loan to the company behind the bank. The company's assets now back debt that began as Lothian's line. A press release in the same filing says Lothian-funded work lifted Cato Unit output to about 170 barrels of oil equivalent per day from 40 wells, that Lothian committed over $1 million to a Wardlaw drilling pilot expected to start in August 2006, and that the annual report would be late (targeted for July 14, 2006).
30 June 2006late filing notice▼ Bad
Glen Rose Petroleum CORP notified the SEC that its annual report would be filed late.
30 June 2006financial restatement▼ BadMajor
The company extended the earlier restatement to also cover fiscal years ended March 31, 2000 and 2001, again because "proved" reserves were incorrectly stated; it expects those reserves to be reduced. It also filed for up to a 15-day delay of its annual report for the year ended March 31, 2006. This continues and widens the June 16 restatement.
16 June 2006financial restatement▼ BadMajor
On June 15, 2006 the board decided that the company's financial statements for the fiscal years ended March 31, 2002 through 2005 can no longer be relied on, because the reserves labelled "proved" were incorrectly stated. The company expects a significant portion of those reserves to be reclassified as "unproved" or "unevaluated"; the press release says the problem centres on the Cato Unit and Wardlaw Field, and the final changes have not yet been decided. This undercuts the reserves figures the company had been reporting (such as the 35.2 million barrels stated in Oct 2005) and comes while the Lothian merger is still pending.
23 May 2006security holder rights change▼ BadMajor
The company filed terms for new preferred stock (133,334 Series A, 30,303 Series B-1 and 45,455 Series B-2 shares) on May 17, 2006, to be issued to Lothian's preferred holders in the pending merger. The preferred pays 8% cumulative dividends and ranks ahead of common stock on dividends and liquidation, and converts to common at $1.65 (Series A, B-1) or about $2.06 (B-2). Series B-1 holders can elect one director. Because the preferred ranks ahead of common, common shareholders' claims are subordinate to it after the merger. No preferred stock has yet been issued by the company; this continues the Lothian merger.
18 May 2006director interest notice● Neutral
Christopher Scott Wilson became a Glen Rose Petroleum CORP CEO, President and company insider (initial ownership filing).
18 May 2006director interest notice● Neutral
Larry Wilton became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
17 May 2006director interest notice● Neutral
Larry Wilton became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).
17 May 2006director interest notice● Neutral
Kelly Thomas Espy became a Glen Rose Petroleum CORP director and company insider (initial ownership filing).