18 Apr 2014listing compliance notice▼ BadMajor
L & L ENERGY, INC.'s securities were notified for removal from listing and registration on its exchange.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
14 Apr 2014listing compliance notice▼ BadMajor
On April 8, 2014 L & L told NASDAQ it intends to voluntarily delist its common stock, planning to file Form 25 on or about April 18, 2014, with delisting effective about ten days later. The company expects the stock to trade on the OTC Markets but says no trading market is assured and liquidity may be limited. This ends the NASDAQ listing noted in the 2011 filings; the shares stay outstanding.
3 Sept 2013capital raising announcement▼ Bad
This amended filing repeats the August 2013 Ironridge settlement terms (2,588,888 initial shares, possible additional issuances, ownership caps) and adds the stipulation and court order as Exhibit 10.1. It carries no new terms.
16 Aug 2013capital raising announcement▼ BadMajor
On August 14, 2013 a California court approved a settlement of a lawsuit filed July 2, 2013 by Ironridge Global IV, which had bought $4,983,075 of L & L's past-due debts from creditors. L & L must issue Ironridge 2,588,888 shares initially, with possible additional shares if the stock price falls below the pre-order closing price during a period tied to $80 million of trading volume, and a final true-up. L & L can end the extra issuances by paying the claim in cash. The filing caps Ironridge at 9.99% ownership (and 19.99% of pre-issuance shares unless approved). This dilutes existing holders and shows the company was behind on debts to creditors.
21 May 2013material agreement▲ Good
On May 15, 2013 subsidiaries of L & L signed an agreement to supply up to 1 million tons of coal to a Datang International Power power plant in Guangxi Province. The filing gives no price, timeframe or revenue figures, so the financial value to shareholders cannot be judged from it.
15 Jan 2013capital raising announcement● Neutral
In January 2013 L & L agreed to sell 505,780 restricted shares plus warrants to one private accredited investor for $875,000 cash. The warrants cover 111,271 shares at $2.10 for three years. The investor also gets piggyback registration rights and an option to join up to 10% of certain future private placements for three years. This dilutes existing holders.
What it means for a shareholder
111,271 new shares at $2.10 to raise about $233,669. That's 0.296% dilution: every existing holder's slice gets 0.296% smaller. If you held $1,000 of shares (476 at the issue price), your slice goes from 0.00127% to 0.00127% of the company. To keep it you'd need 1 more shares - about $2 at the issue price.
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7 Dec 2012listing compliance notice▼ Bad
L & L ENERGY, INC. withdrew a registration statement, abandoning the offering it covered.
23 Nov 2012material agreement● NeutralMajor
On November 18, 2012 L & L agreed to buy 95% of the Luozhou and Lashu anthracite mines in Guizhou from Union Energy for $37.1 million, near the Weishe mine it agreed to buy in January 2012. Payment is about $1.7 million in cash plus handing over its 98% interest in the Zonelin Coking Plant and its 60% interest in the DaPing Mine. The filing cites about 34.2 million tons of combined reserves; so shareholders swap two existing assets and some cash for these mines.
4 May 2012asset acquisition disposition● NeutralMajor
Effective the end of April 30, 2012, L & L agreed to sell the Ping Yi mine back to its original owners for US$31 million, which the filing says is treated partly as a prepayment on future coal L & L will buy and partly as a prepayment for future use of the mine's coal washing facility. L & L also secures an off-take agreement at a discounted price. The filing calls Ping Yi underperforming and says L & L bought it in 2009 for about US$4 million; it does not say how much of the $31M is cash received versus prepayment. This replaces the earlier Ping Yi subcontract arrangement in the company's history.
3 Feb 2012material agreement● NeutralMajor
On January 28, 2012 L & L agreed to buy 51% of the Weishe Coal Mine in Guizhou (anthracite, about 19,000,000 tons of reserve, newly built) from Guizhou Union Energy for about US$16.2M, paid entirely in 3,000,000 L & L shares valued at about $5.39 each. The shares are paid in installments as conditions in the agreement are met. Issuing these shares will dilute existing holders.
20 Apr 2011material agreement▲ GoodMajor
On April 14, 2011 L & L signed two coal supply contracts with Kunming Iron & Steel Group. Subsidiary KMC will supply 300,000 tons through December 20, 2011. U.S. subsidiary Energy Pacific has two years to supply 400,000 tons a year of North American coal, with no penalty if coal is unavailable, in which case the parties renegotiate. No prices or revenue figures are given.
1 Feb 2011listing compliance notice▲ Good
L & L, now on NASDAQ, reports it regained compliance with the audit committee rule. Andrew Leitch joined the committee on January 22, 2011, replacing Edward Dowd, who resigned from the board on December 31, 2010, restoring three independent members. NASDAQ treats the matter as closed.
23 Apr 2010asset acquisition disposition● NeutralMajor
On April 18, 2010 L & L agreed to sell its 93% stake in Hon Shen Coal (washing and coking, Yunnan) to Guangxi Liuzhou Lifu Machinery for about US$6M. Of that, $2.52M is paid to L & L in three installments and $3.48M goes into Hon Shen to pay its outstanding liabilities. This reverses the plan, set out in October 2009 and revised in December 2009, to raise the stake to 93%; the filing gives no reason for the sale.
17 Feb 2010listing compliance notice▲ GoodMajor
Nasdaq certified L & L ENERGY, INC.'s securities for listing, clearing them to begin trading.
8 Feb 2010material agreement▲ GoodMajor
On February 3, 2010, through TNI, L & L signed a contract (effective November 1, 2009) to subcontract operation of the ZoneLin coking plant, which makes 150,000 tons of coke a year. L & L provides capital and management and takes the profit or loss, and expects about $28M of annual revenue (at $187 per ton). The filing also says L & L's stake in TNI rose from 70% to 98% since the January 8 filing.
20 Jan 2010material agreement▲ GoodMajor
Through subsidiary Baoxing Co., L & L signed a contract to subcontract operation of the Ping Yi Coal Mine in Guizhou (150,000 tons a year capacity). L & L provides capital and management and takes the profit or loss; management says it can be consolidated as a variable interest entity. The company expects about $15M of annual revenue, based on $100 per ton. This is a new operating arrangement, not an ownership purchase.
8 Jan 2010material agreement▲ GoodMajor
L & L bought 100% of the SeZone County Hong Xing coal washing plant (150,000 tons a year capacity, plans to reach 600,000) effective November 30, 2009, for $1,000,000 put into new subsidiary L&L Yunnan Tianneng Industry (TNI), in which L & L holds 70% of the voting equity. The filing also says L & L raised its voting stake in the DaPuAn and SuTsong mines from 60% to 80% effective August 1, 2009, with no extra payment to the minority holders. This extends the mid-2008 mine purchases and the push into coal washing.
14 Dec 2009material agreement▲ GoodMajor
On December 9, 2009 L & L signed a revised Hon Shen deal with owner Fuchang Wang, cutting the price for the 93% stake (washing and coking) from RMB 55.8M (about $8.18M) to RMB 26.4M (about $3.86M). It is now all cash, with no shares: RMB 6M (about $870,000) within 3 months of government approval and RMB 20.4M (about $2.99M) within 2 years. Hon Shen becomes a Sino-foreign cooperation company with RMB 30M registered capital (L & L 93%, Wang 7%, four of five board seats to L & L), and Wang takes on its pre-conversion debts. This replaces the October payment terms, including the 400,000-share payment, and still needs government approval.
13 Nov 2009capital raising announcement● NeutralMajor
On November 6, 2009 L & L sold a second batch of 835,389 units at $3.90 each, raising about $3,257,999.70, on the same terms as the October placement (one share plus 6/10ths of a warrant at $5.62, expiring November 2014; about 501,236 warrant shares). Placement agent fees are 8% cash plus warrants for about 66,832 shares at $6.11. CEO Dickson Lee again escrowed shares (about 395,615), which go to buyers if fiscal 2010 after-tax income before minority interest falls below $32,040,000 or net revenues below $108,118,950. A resale registration is due within 90 days of closing, with penalties of 1% up to 6%. This adds further new shares and warrants, diluting existing holders.
What it means for a shareholder
835,389 new shares at $3.90 to raise about $3.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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5 Nov 2009material agreement● Neutral
This amendment restates the October 29 Hon Shen filing and fixes errors in it: it clarifies that the stake in coal washing goes from 65% to 93% and that coking is a new 93% holding. It also corrects the price to about $8,180,000 (from $8,018,000) and the third payment to about $3.18M (from $3.018M). The payment schedule (400,000 shares at about $5.00, then about $3M, then the balance) and the need for government approval are unchanged. The press release attached still says $8.18M.
29 Oct 2009material agreement▲ GoodMajor
L & L signed an agreement effective October 23, 2009 to raise its stake in Hon Shen Coal (Yunnan) from 65% to 93% and to take 93% of its coking business as well. The stated price is RMB 55,800,000 (about $8,018,000) in three payments: 400,000 L & L shares (valued at $5.00) within 30 days, about $3M within 90 days of government approval, and the rest within a year of approval in cash or shares. Late payments carry penalties and could let Hon Shen terminate. This builds on the 65% interest in Hon Shen's coal washing operation reported July 30, 2009; the company says coking would add about $18M of annual revenue (its own estimate). The figures in the filing are inconsistent, since the press release says $8.18M and the third payment is listed as $3.018M.
15 Oct 2009capital raising announcement● NeutralMajor
On October 8, 2009 L & L sold 1,371,021 units at $3.90 each to investors for gross proceeds of $5,346,980. Each unit is one new share plus 6/10ths of a warrant to buy a share at $5.62, expiring October 2014 (about 822,613 warrant shares). Laidlaw & Company (UK) was placement agent, taking 8% in cash plus warrants for 109,682 shares at $6.11. CEO Dickson Lee put some of his own shares into escrow, to go to the investors if fiscal 2010 (year to April 30, 2010) after-tax income before minority interest is below $32,040,000 or net revenues below $108,118,950 (each test covers half the shares). The company must file a resale registration within 90 days or pay penalties of 1% of unit price, up to 6%. New shares and warrants dilute existing holders, and the company also reaffirmed its fiscal 2010 earnings guidance (no figures given in this filing).
What it means for a shareholder
1.4m new shares at $3.90 to raise about $5.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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23 Feb 2009asset acquisition disposition● Neutral
This amendment, filed in February 2009, again describes the October 30, 2006 purchase of 60% of KMC (Kunming Biaoyu Industrial Boiler) for 485,592 new L & L shares at $3.25, worth US$1,578,173. Unlike the October 2007 amendment, it now labels the KMC statements for the years to August 31, 2006 and 2005 as audited by a Chinese firm and adjusted to US standards (sales $8,831,854 and profit $593,972 for 2006), and again points to the 10-KSB filed August 15, 2007. The $22.5M and $32.5M sales forecasts are still tied to about $2M of funding the filing does not say was secured. No new transaction terms are given.
19 Nov 2008auditor change● Neutral
This amendment repeats the Kabani appointment after Jaspers + Hall's resignation, and spells the prior auditor's name as Jaspers + Hall. It attaches a new letter from the former auditor dated November 18, 2008, confirming agreement with the statements. No new facts about the change itself are given.
12 Nov 2008auditor change● Neutral
Auditor Jasper + Hall told L & L on October 29, 2008 it was resigning because it no longer audits public companies, and on November 9, 2008 L & L engaged Kabani & Company, approved by its audit committee. The filing reports no disagreements and no adverse or qualified opinions for the years ended April 30, 2008 and 2007, and the former auditor's letter agrees. This is the company's second auditor change in this period, following the February 2006 switch to Jaspers + Hall.
4 Nov 2008material agreement● Neutral
This amendment repeats the October 2008 DaPuAn reserve announcement with one visible change: the SuTsong production plan now reads 300,000 tons a year instead of 3,000,000. This appears to correct the earlier figure, though the filing does not say so. The reserve figures are unchanged.
21 Oct 2008material agreement▲ GoodMajor
L & L received a government acknowledgement on October 10, 2008 that the recoverable coal reserve at DaPuAn mine rose to about 7.82 million tons from 5 million tons, valued by the company at about $876 million at $112 per ton. The company is using this as the basis for applying to double DaPuAn's annual output to 300,000 tons from 150,000, and is seeking a geological update on SuTsong, where it plans to raise output to 3,000,000 tons a year. The output increases need government approval that has not been granted.
13 Aug 2008material agreement▲ GoodMajor
L & L (now named L & L International Holdings) says it bought 60% of two operating coal mines, DaPuAn and SuTsong, which the filing says was reported to the SEC in June 2008, and has consolidated them since May 1, 2008. Auditors released six audit reports on August 10, 2008. The visible DaPuAn figures show four-month revenue of $4,205,639 and net income of $1,595,496 to April 30, 2008, against $7,978,907 and $2,921,228 for 2007. The SuTsong figures are not in the text provided. This makes coal mining the company's main business, well beyond the earlier KMC coal trading and exploration plans.
26 Feb 2008material agreement● Neutral
L & L hired senior geological engineer Kong Ling-Min on February 20, 2008 to supervise exploration at the Tian-Ri Coal Mine, reporting to Tony Li, CEO of KMC. KMC moved on February 22, 2008 to a new office of about 3,800 sq ft in Kunming. This follows the same-day announcement of exploration at Tian-Ri and is routine staffing and premises news; the filing quotes coal at about $134 per ton, versus $138 in the other release.
26 Feb 2008material agreement▲ GoodMajor
L & L says its KMC subsidiary (now called Kun Ming Coal Company) has appointed a team to start coal exploration at the Tian-Ri Mine in Fu Yuan County, Yunnan, under an exploration permit granted in October 2007 and a cooperation agreement with the mine's owner signed in December 2007. The company expects, with adequate financing, to produce 100,000 tons in the first year starting in the second half of 2009 and 600,000 tons a year after; the 53 million ton reserve and $7.3 billion value are from a feasibility study and the company's own price assumption. This moves KMC beyond coal trading toward mining, though it depends on financing not yet shown to be in place. The filing also says the trading symbol LLFH was assigned on the OTC bulletin board.