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JOHN D. OIL & GAS CO

US:JDOGQ
No current share price held for this company.

Past year: ▼ 90%(0.01c – 0.10c USD)

Market cap
—
Shares on issue
—
Story beats
13 since 2004
Last event
28 Nov 2011

History

A self-storage company that sold its main business in 2005, moved into oil and gas on borrowed money, defaulted on its bank line and was put into receivership in November 2011.

2004-2005: Selling the storage business

The company, then called Liberty Self-Stor, began as a self-storage operator in Ohio. On September 7, 2004 it agreed to sell all its facilities except those in Painesville and Gahanna to Acquiport/Amsdell, later called U-Store-It, for $34.0 million cash. Chairman and CEO Richard Osborne's own company was selling assets to the same buyer in the same deal. The price was later set at $33.7 million, with about $24.6 million going to debts and liabilities and about $0.4 million to expenses. Osborne, a 9.6% holder, agreed to vote in favour. The sale closed on April 5, 2005, with about $2.6 million allocated to the company and a $0.20 per share special dividend paid to shareholders. The company kept Painesville and Gahanna and had not decided its future plans.

2006-2007: Turning to oil and gas

By late 2006 the company was heading into oil and gas. On September 28, 2006 it and Osborne, as co-borrowers, took out an unsecured revolving loan of up to $5.0 million from Charter One Bank, mainly to drill new oil wells. In February 2007 the limit was lifted temporarily to $7.5 million, but the company had to give the bank a lien on substantially all its assets. The Gahanna storage facility was sold on May 21, 2007 for $1,400,000. In August 2007 Kykuit Resources, LLC, in which the company was managing member with a 40% stake, bought a 75% interest in Montana oil, gas and mineral leases from Hemus, Ltd. for $2,476,721. An $880,000 demand loan from Osborne-owned Great Plains Exploration helped fund it.

2008-2009: More borrowing and more deals

In February 2008 the company sold 650 Series A Convertible Preferred Shares at $1,000 each, raising $650,000. They paid 8% dividends and could convert to common at $1.00 per share. On March 28, 2008 the Charter One facility was replaced by a $9.5 million revolving loan due August 1, 2009, with $5.7 million drawn and secured by substantially all company assets. In May 2008 Kykuit bought Hemus's remaining lease rights for $250,000, and the company sold a 25% interest in Kykuit to Geis Coyne Oil & Gas for about $1.6 million, cutting its stake to about 19%. Kykuit also agreed to buy about 35,000 acres of Montana leases for $2.5 million, subject to due diligence. Great Plains lent a further $500,000. The record for 2009 is thin, but the Charter One loan matured unpaid on August 1, 2009, and the bank won a $9.5 million judgment on August 20.

2010-2011: Default and receivership

On June 18, 2010 Charter One agreed to hold off enforcement until July 1, 2011, in return for $400,000 monthly payments and pledges of the company's interests in the Alpha and Panzica wells and in Kykuit. The company said it had no cash to repay the line and that there was substantial doubt it could continue as a going concern. The forbearance expired without repayment. On October 3, 2011 Charter One sued to foreclose on its collateral and have a receiver appointed. On November 21, 2011 a federal judge appointed Mark E. Dottore as receiver over the company, Great Plains Exploration and Oz Gas. He took control of the company's records and assets. The court found the defendants owed about $30 million in total, declined to order immediate liquidation, and set a hearing for February 15, 2012. As of November 28, 2011, the filings did not say what would happen to common shareholders, and the company said it was still seeking agreement with Charter One or other financing.

Written from the 13 story beats below (2004 to 28 Nov 2011), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

20119.1m shares · US$317k market cap

  1. 28 Nov

    On November 21, 2011 a federal judge appointed Mark E. Dottore as receiver over the company and Osborne's Great Plains Exploration and Oz Gas, as Charter One had requested. He takes control of the company's records and assets and may manage the company as he sees fit. The court declined to order immediate liquidation, found the defendants owe about $30 million in total, and set a hearing for February 15, 2012 on whether the receivership continues. The filing says nothing about what happens to common shareholders' stake.

    bankruptcy or receivership

    9.1m shUS$317k
  2. 17 Oct

    The forbearance with Charter One expired July 1, 2011 without the $9.5 million line of credit being paid off. On October 3, 2011 Charter One sued in federal court to foreclose on the company's collateral and to appoint a receiver for the company and Osborne-owned companies. The company says it is still talking with Charter One and seeking other financing, with no guarantee a receiver will be avoided. This is the failure of the 2010 forbearance arrangement.

    debt financing

    9.1m shUS$317k

2010

  1. 25 June

    After Charter One won a judgment on August 20, 2009 for $9.5 million plus interest and costs against the company, Osborne and his trust, the parties signed a forbearance agreement on June 18, 2010 under which Charter One holds off enforcement until July 1, 2011. This follows the 2008 loan that matured August 1, 2009 unpaid. Conditions include $400,000 monthly payments (including a $40,000 fee), pledges of the company's interests in the Alpha and Panzica wells and in Kykuit, and Osborne pledging Energy, Inc. stock worth at least $9.6 million. The company says it has no cash to repay the line and there is substantial doubt it can continue as a going concern if it cannot pay or refinance. The filing also says the Painesville storage facility is held through a partnership in which the company has 29.9%, and that FirstMerit waived defaults on its note on May 11, 2010.

    material agreement

2008

  1. 9 July

    This filing (made July 9, 2008) reports several Montana lease and Kykuit deals. On May 1, 2008 Kykuit bought Hemus's remaining lease rights for $250,000, which ended the August 2007 joint venture development agreement with Hemus. On May 29, 2008 the company sold a 25% interest in Kykuit to Geis Coyne Oil & Gas, LLC for about $1.6 million (director Terence Coyne owns 10% of Geis), cutting its stake from 40% to about 19% while it stays managing member. On June 11, 2008 Kykuit agreed to buy about 35,000 acres of Montana leases from Macum Energy and other sellers for $2.5 million, subject to due diligence and not guaranteed to close. Osborne's Great Plains also lent the company $500,000 (May 23 and 27, 2008) on demand notes at 8% a year, continuing the series of loans from Osborne's company.

    debt financing

  2. 3 Apr

    On March 28, 2008 the company and Osborne replaced the Charter One facility with an amended and restated $9.5 million revolving loan due August 1, 2009, resolving the string of short extensions. Borrowing is capped at the lesser of $9.5 million or 65% of the net present value of the company's oil and gas properties plus up to $3.5 million until February 28, 2009. The company has drawn $5.7 million, interest is LIBOR plus 1.75%, and the loan is secured by substantially all company assets and Osborne Trust properties, with a Trust guaranty. Proceeds must go to equipment, drilling and exploration, and none may repay the Trust. Osborne must keep at least $2.0 million of unencumbered liquid assets, down from $10.0 million in the original loan.

    debt financing

  3. 19 Feb

    Effective February 12, 2008 the company sold 650 Series A Convertible Preferred Shares at $1,000 each ($650,000 total) to two accredited investors. The shares pay 8% annual dividends (10% if payments are missed), carry a $1,000 liquidation preference, and convert to common at $1.00 per share. A missed dividend lets preferred holders elect one director. This adds a class of stock ranking ahead of common shareholders and potential dilution. The filing does not state a use for the money.

    capital raising announcement

2007

  1. 9 Aug

    On August 3, 2007 Kykuit Resources, LLC, in which the company is managing member with a 40% stake, took over a purchase agreement from Great Plains Exploration, LLC (wholly owned by Chairman/CEO Osborne) and bought a 75% interest in oil, gas and mineral leases in Montana from Hemus, Ltd. for $2,476,721. Kykuit will develop and operate the leases under a joint venture agreement with Hemus. Part of the price was funded by an $880,000 demand loan to the company from Great Plains at LIBOR plus 1.75%. This is the first specific oil and gas asset disclosed, and Osborne, director Calabrese, president Gregory Osborne and Energy West, where Osborne is chairman, all have ties to the deal.

    material agreement

  2. 25 May

    The sale of the Gahanna, Ohio self-storage facility closed on May 21, 2007, resolving the open question from October 2006. The price was $1,400,000, $50,000 lower than the original $1,450,000 after a December 2006 amendment, with $150,000 allocated to vacant land owned by Columbus Tile Yard, LLC, which is owned by Chairman/CEO Osborne. The filing gives pro forma financials but no statement of what the proceeds will be used for.

    asset acquisition disposition

  3. 26 Feb

    On February 20, 2007 the company, Chairman/CEO Osborne and Charter One agreed to raise the Charter One revolving loan limit from $5.0 million to $7.5 million until May 21, 2007, after which it reverts to $5.0 million. In return the company gave Charter One a lien on substantially all of its assets, and on default the bank can take or sell them. This changes the unsecured loan from September 2006 into one backed by company assets.

    debt financing

2006

  1. 3 Oct

    On September 28, 2006 the company and Chairman/CEO Richard Osborne, as co-borrowers, entered an unsecured revolving loan of up to $5.0 million with Charter One Bank, running to September 28, 2007, at LIBOR plus 1.75%. The company says it intends to use the proceeds mainly to drill new oil wells and grow its oil and gas business. Osborne must keep at least $10.0 million of unencumbered liquid assets.

    debt financing

2005

  1. 8 Apr

    The sale to U-Store-It closed on April 5, 2005 for $33.7 million cash, with about $2.6 million allocated to the company. This completes the sale announced in September 2004. A $0.20 per share special dividend is payable to holders of record April 13, 2005, expected around April 22. The company keeps its Painesville and Gahanna, Ohio facilities and has not decided future plans, though it may pursue a business combination with a private company.

    asset acquisition disposition

  2. 18 Jan

    Preliminary proxy statement asking stockholders to approve the sale of substantially all assets to U-Store-It, L.P. (formerly Acquiport/Amsdell), the buyer from the September 2004 contract. The price is now $33.7 million, with about $24.6 million going to debts and liabilities and about $0.4 million to expenses. The company expects about $2.6 million allocated to it and a $0.20 per share special dividend (about $600,000) to stockholders. Approval needs two-thirds of outstanding shares, and Osborne (9.6% holder) has agreed to vote for it. Meeting date was still blank. Completion was expected by the end of Q1 2005.

    business combination

2004

  1. 10 Sept

    On September 7, 2004 Liberty Self-Stor agreed to sell all its self-storage facilities except those in Painesville and Gahanna, Ohio to Acquiport/Amsdell I Limited Partnership for $34.0 million cash. Management estimated about $2.0 million would be allocated to the company, which holds a 29.9% stake in the operating partnership, after debts and costs. The sale needs board and stockholder approval, and the company said it may afterwards pursue a business combination with a private company, which would likely dilute stockholders. Chairman/CEO Richard Osborne's own company is selling its assets to the same buyer in the same deal.

    material agreement