Past year: ▼ 75%(1.00c – 7.00c USD)
Each one in plain English, with the numbers worked through for a shareholder.
30 Aug 2022auditor change▼ Bad
The company's auditor, MaloneBailey, resigned (notice dated August 1, 2022, received August 29, 2022). Its reports for 2020 and 2021 carried a going-concern qualification, and the company cites material weaknesses described in its 2021 annual report; no disagreements are reported. The filing names no replacement auditor, and the cover page shows no securities registered on an exchange.
3 Nov 2016bankruptcy or receivership● NeutralMajor
The bankruptcy court confirmed the Chapter 11 plan on August 30, 2016, and the plan became effective on November 2, 2016. Under it, the first and second lien note liens are cancelled, a Litigation Trust takes the debtors' assets other than retained Gulf of Mexico federal leases and St. Bernard and St. Mary Parish leases (with related bonds and trust accounts), and a $100,000 Convenience Fund is set up. Contrary to the earlier warning that stock could be cancelled, existing shareholders keep their shares unchanged (30,986,601 outstanding as of August 31, 2016). The filing reports total assets of $6.7 million against liabilities of $223.8 million at July 31, 2016. Directors Rhea, Smith and Nevins left; Cooke, Clifford and White remain.
30 June 2015listing compliance notice● NeutralMajor
SARATOGA RESOURCES INC /TX's exchange filed to remove a class of its securities from listing.
23 June 2015listing compliance notice▼ BadMajor
On June 19, 2015, the day after the Chapter 11 filing, NYSE Regulation told the company it would begin proceedings to delist its stock from NYSE MKT, and trading was suspended that day. The exchange cited the bankruptcy and uncertainty over its outcome and its effect on the stock's value; the company does not expect to appeal. The company repeated its warning that a plan could leave shareholders with little or no distribution and cancel their stock.
19 June 2015bankruptcy or receivership▼ BadMajor
On June 18, 2015 Saratoga and its four subsidiaries (Harvest Oil & Gas, The Harvest Group, Lobo Operating, Lobo Resources) filed for Chapter 11 in the Western District of Louisiana, after the forbearance extensions ended without a deal. This accelerated the $54.6 million 10.0% first lien notes and $125.2 million of 12.5% notes. The company warns that shareholders may receive little or no distribution and that their stock could be cancelled, but no plan has been filed yet. This is the company's second Chapter 11 after its 2010 emergence.
10 June 2015material agreement▼ Bad
The company signed a fifth amendment to both forbearance agreements on June 5, 2015, extending the forbearance period to June 12, 2015. This follows earlier amendments on March 2, March 16, April 30 and May 18, so lenders were still holding off on remedies but only by short extensions; no restructuring deal is described. The address is now 9225 Katy Freeway, Houston, a move from 3 Riverway.
3 Feb 2015material agreement▼ BadMajor
On January 30, 2015 the company signed forbearance agreements with its first lien and second lien noteholders after missing a $1.3 million first lien interest payment due December 31, 2014 and a $7.9 million second lien payment due January 1, 2015. Lenders agreed to hold off on remedies until the earlier of March 16, 2015 or a further default, while the company seeks a restructuring or refinancing. The company must pay the first lien interest with default interest ($1,378,650) by February 2, hire a financial advisor by March 2, and deliver a budget and business plan. This is the first sign of debt distress, following the short-dated 2015 notes issued in November 2013.
25 Apr 2014business combination● Neutral
Amendment No. 2 to the S-4 for the exchange of the $54.6 million 10.0% first lien notes, with unchanged exchange terms and the same section list as before. The page numbers shifted, so the text appears to have been revised, but the visible part does not say how. The exchange is still not shown as complete.
11 Feb 2014business combination● Neutral
Amendment No. 1 to the S-4 for the exchange of the $54.6 million 10.0% first lien notes. The cover terms are unchanged. The table of contents now lists added sections (management discussion, business, legal proceedings, management, executive compensation, ownership, financial statements), so the amendment appears to add fuller company disclosure. This is an inference from the contents list.
13 Jan 2014business combination● Neutral
The company filed an S-4 to offer to swap the $54.6 million of 10.0% first lien notes sold privately on November 22, 2013 for identical notes registered with the SEC. This is the exchange registration promised in the November 2013 deal; the company receives no proceeds and the notes' terms stay the same.
25 Nov 2013debt financing● NeutralMajor
On November 22, 2013 the company sold $54.6 million of new 10.0% Senior Secured Notes due December 31, 2015 (first lien) to two institutional investors at par. The company received about $25.4 million net cash, and the investors handed back $27.3 million of the 12.5% notes, which were retired. The new notes rank ahead of the remaining 12.5% notes, now called second lien and stated at $152.5 million, under an intercreditor agreement. The new notes mature sooner (2015, versus 2016 for the 12.5% notes), and total secured debt rises net of the retirement; the filing does not say why the company did this.
11 Jan 2013business combination● Neutral
The company filed a registration statement (Form S-4) offering to swap the $25 million of unregistered 12.5% Senior Secured Notes due 2016 issued December 4, 2012 for identical registered notes. The company gets no proceeds and the terms and debt are unchanged; this fulfils the registration promise made when those notes were sold. It is a preliminary filing and the offer's expiry date is blank.
5 Dec 2012debt financing● NeutralMajor
The $25.0 million add-on sale of 12.5% Senior Secured Notes due 2016 closed on December 4, 2012, under a First Supplemental Indenture, with net proceeds of about $23.3 million (a bit below the $23.445 million expected). The company and its four subsidiary guarantors must file to exchange these unregistered notes for registered ones, aiming for effectiveness within 120 days, or pay additional interest. This completes the November 29 agreement and adds to the debt carried from the 2011 issue.
30 Nov 2012material agreement● NeutralMajor
On November 29, 2012 the company agreed to sell $25.0 million more of its 12.5% Senior Notes due 2016 to Imperial Capital, priced at 98.58% of par plus interest from July 1, 2012, for about $23.445 million net. Proceeds are for general corporate purposes including capital spending. These are add-on notes under the July 2011 indenture, which previously covered $127.5 million, so total debt under it rises.
25 May 2012capital raising announcement▲ GoodMajor
The private placement closed on May 24, 2012 with 3,089,360 shares issued (more than the 2,969,360 first announced), raising $19,308,500 gross and about $18.5 million net. The company must file a resale registration statement within 30 days of closing, with 1% of the purchase price per 30 days in damages if it misses registration deadlines. Separately, on May 22 holders exercised 213,996 of the $5.00 warrants (from the 2011 placements) for $1,069,980, and received new 3-year warrants over 106,997 shares at $8.00.
What it means for a shareholder
106,997 new shares at $8.00 to raise about $1.1m. That's 0.391% dilution: every existing holder's slice gets 0.391% smaller. If you held $1,000 of shares (125 at the issue price), your slice goes from 0.000458% to 0.000457% of the company. To keep it you'd need 0 more shares - about $0 at the issue price.
Create a free account to see this worked out for your own holding.
16 May 2012material agreement● NeutralMajor
On May 14, 2012 the company agreed to sell 2,969,360 new shares at $6.25 each in a private placement to institutional and accredited investors, expecting about $17.7 million net after commissions and expenses. The money is to fund faster drilling and development and working capital, with closing expected around May 17, 2012; this adds new shares (dilution) and the buyers will get resale registration rights. C. K. Cooper & Company and Ladenburg Thalmann were co-placement agents.
18 Oct 2011business combination● Neutral
An amendment to the note exchange registration statement filed only to list the subsidiary guarantors (Harvest Oil & Gas, The Harvest Group, Lobo Resources, Lobo Operating) as registrants and to add updated legal opinion and auditor/reserve-engineer consents. No changes were made to the main prospectus terms.
26 Sept 2011business combination● Neutral
The company filed a registration statement for an offer to swap the $127.5 million of 12.5% Senior Secured Notes due 2016 issued in July 2011 for registered notes with substantially identical terms, as promised in the registration rights agreement. The company receives no proceeds, and it is a preliminary draft, not yet effective.
19 July 2011listing compliance notice▲ GoodMajor
the New York Stock Exchange certified SARATOGA RESOURCES INC /TX's securities for listing, clearing them to begin trading.
15 July 2011capital raising announcement● NeutralMajor
The company closed a $127.5 million issue of 12.5% Senior Secured Notes due July 1, 2016 (sold at 98.221% of par, guaranteed by its subsidiaries) and a sale of 5,650,000 shares at $5.00 for about $27.3 million net. It used the proceeds, among other things, to repay Wayzata in full on July 12, 2011, ending the credit agreements from the 2010 bankruptcy exit and cancelling Wayzata's 2,000,000-share warrant. This replaces the 11.25% Wayzata debt due 2012 with longer-dated, higher-rate notes; the new shares dilute existing holders, and two Blackstone funds get board observer rights while holding 1,000,000+ shares.
11 July 2011capital raising announcement● NeutralMajor
On July 7, 2011 the company announced the pricing of a private placement of $127.5 million of 12.5% notes due 2016. The filing only furnishes the press release and gives no further terms or use of proceeds.
2 May 2011capital raising announcement● NeutralMajor
The April 2011 private placement closed on April 29, 2011 with a final tranche of 545,313 shares and warrants for 272,657 shares. In total the company issued 2,481,316 shares and warrants for 1,240,658 shares (exercisable at $5.00 for two years) for $7,443,948, plus 84,600 shares and 42,300 warrants to the placement agent for non-U.S. investors. No cash commissions were paid; this completes the offering and dilutes existing holders.
28 Apr 2011capital raising announcement● Neutral
An amendment to the April 27 filing whose only change is the number of units issued to placement agent Prosdocimi Limited, corrected from 845,990 to 33,417. The $7,443,948 offering terms are otherwise unchanged.
27 Apr 2011capital raising announcement● NeutralMajor
Between April 21 and April 27, 2011 the company agreed to sell 1,240,658 units, each of two common shares plus one warrant at $5.00 for two years, to accredited investors for $7,443,948. Existing shareholders are diluted by the new shares; the filing states Prosdocimi Limited was placement agent for non-U.S. investors, though the unit count given for it (845,990) was later corrected.
18 May 2010capital raising announcement● NeutralMajor
The plan took effect on May 14, 2010 and the company emerged from Chapter 11, resolving the bankruptcy that began March 31, 2009. The restated debt terms were signed: the Wayzata term loan fixed at $127.5 million at 11.25% and the revolver fixed at $18 million (including letters of credit), both maturing April 30, 2012. The revolver was assigned from Macquarie to Wayzata funds on February 11, 2010. Wayzata received warrants for up to 2,000,000 shares at $0.01, vesting over time, and 483,310 new shares went to creditors. Shareholders keep their holdings, but the restated certificate bars dividends or distributions until all allowed claims are paid in full.
22 Apr 2010bankruptcy or receivership● NeutralMajor
On April 19, 2010 the court confirmed a Third Amended Plan, replacing the December 2009 plan, with different debt terms. Wayzata's term claim is allowed at $127.5 million at 11.25% maturing April 30, 2012, and Macquarie's revolver claim at $23.5 million, with $5.5 million paid on the effective date. Creditors will receive 483,310 new shares and Wayzata a warrant for up to 2,000,000 shares at $0.01, so existing holders are diluted; about 17,173,602 shares would be outstanding. Shareholders otherwise keep their interests, with no distributions until all allowed claims are paid in full. The plan was not yet effective, with an effective date expected by May 15, 2010.
4 Dec 2009bankruptcy or receivership▲ GoodMajor
On December 2, 2009 the bankruptcy court confirmed the Second Amended Plan of Reorganization, but it takes effect only once Macquarie and Wayzata sign definitive loan documents, which the filing says is not assured. Under the plan Wayzata's claim is set at $116 million: $14 million paid in cash on the effective date, the rest as a $70 million secured note at 15% and a $32 million unsecured note at 22.5%, plus a new 805,515-share warrant. Macquarie's revolver stays in place with its borrowing base raised from $25 million to $45 million. Other creditors are to be paid 100%. Shareholders keep identical interests, but no dividends or distributions are allowed until all allowed claims are paid in full in cash. About 16,690,292 shares will be outstanding. This resolves the bankruptcy outcome for equity, pending the effective date.
20 May 2009financial restatement● NeutralMajor
On May 19, 2009, management concluded the 2008 financial statements can no longer be relied on because of errors in accounting for the Harvest acquisition (tax basis, deferred taxes, and the purchase price allocation). Restated 2008 net income for July 15 to December 31, 2008 rises from $12,591,716 to $17,787,262, and total stockholders' equity from $28,244,221 to $33,439,767. The company will file an amended 10-K, and the filing says Malone & Bailey was told of the matter.
2 Apr 2009bankruptcy or receivership▼ BadMajor
On March 31, 2009, Saratoga, Harvest Oil & Gas, The Harvest Group, Lobo Operating and Lobo Resources filed voluntary Chapter 11 petitions in the Western District of Louisiana, less than nine months after the Harvest acquisitions closed. The filing accelerated the $97.5 million owed to Wayzata and the $12.5 million owed to Macquarie, though the company believes enforcement is stayed. The company will keep operating as debtor in possession and says it will be late with its 2008 annual report. The filing does not say what happens to shareholders' stock.
21 Aug 2008asset acquisition disposition● Neutral
This amendment to the July 2008 report on the Harvest acquisitions adds Harvest financial statements for the quarter ended March 31, 2007 that were left out. It also corrects footing errors in Saratoga's Q1 2008 statements and moves $12.5 million of revolver borrowings from current to non-current liabilities in the pro forma statements. The deal terms are restated unchanged: $105,683,000 cash plus 4.9 million shares, the $97.5 million Wayzata loan at 20% due July 14, 2011, and the Macquarie revolver of up to $25 million with $12,528,878 drawn. The filing says nothing else was updated.
