Each one in plain English, with the numbers worked through for a shareholder.
31 Mar 2008listing compliance notice▼ BadMajor
The company's application was approved, and its stock moves from the Nasdaq Global Market to the Nasdaq Capital Market on March 31, 2008, still under SYNM. The $1.00 bid price deadline remains July 30, 2008; if missed, it may get until January 26, 2009 if it meets Capital Market initial criteria, otherwise delisting notice follows, which it could appeal. This follows the earlier deficiency letters.
On March 17, 2008 the company dismissed auditor Grant Thornton and hired Tullius Taylor Sartain & Sartain LLP for fiscal 2008. The filing says there were no disagreements and the reason was cost: fees were about $294,000 for 2007, estimated at $306,000 for 2008 with no change, with the company estimating savings of 30% to 35%.
On March 6, 2008 the company closed the $1,250,000 sale of its corporate offices and lab to Mark Staton, an unrelated party, and is moving its headquarters to leased Tulsa space at market rates. This completes the building sale agreed in January.
On March 3, 2008 the company received $5,765,894.32 from AEER as full payment of the debt from the January 2007 Nigerian sale, and is withdrawing the winding-up proceedings against AEER and EERNL. This resolves the long-delayed Nigeria collection thread. Separately, on February 28, 2008 Nasdaq said the stock is subject to delisting from the Global Market for missing the $50M market value requirement unless the company requests a hearing; the company plans to request one and, if refused, to ask to move to the Nasdaq Capital Market, where it says its market value exceeds the $35M requirement.
On February 1, 2008 Nasdaq sent a second deficiency letter: the stock closed below the $1.00 minimum bid price. The company has 180 days, until July 30, 2008, to regain compliance by closing at $1.00 or more for 10 consecutive business days; the stock keeps trading meanwhile.
On January 25, 2008 Nasdaq told the company it fails the market value of listed securities requirement and the alternative total assets/revenues test, giving it until February 25, 2008 to regain compliance. The stock keeps trading meanwhile, and the company says its market value exceeded $50,000,000 on January 30, 2008; Nasdaq needs 10 consecutive business days at $50M or more before it will assess compliance.
On January 18, 2008 the company agreed to sell its main technology building to Mark Staton, an unrelated party, for $1,250,000, closing in March. The filing says the sale is part of a restructuring plan begun in late 2007, and the company will then move its headquarters to leased office space in Tulsa at market rates.
The company sold its testing lab to Emerging Fuels Technology for $50,000; the buyer takes on the lab's liabilities, including the building lease, though the company keeps a contingent liability on the lease if Emerging Fuels defaults. The buyer is controlled by Kenneth Agee, described as a former officer and director (earlier shown as chairman), believed to own over 5% of the stock, so this is a related-party deal.
On November 18, 2007 the company agreed that Fletcher International will buy $12 million of its common stock over 24 months (capped at 19.99% of shares outstanding as of November 14, 2007). An initial $3 million comes between March 24 and April 8, 2008 at market price plus $0.60 a share; $9 million follows in months 7-24 at market price minus $0.20. Fletcher gets warrants on 50% of the shares bought in the later investments, exercisable at the first later-investment price plus $0.40. Shares will be issued under the existing S-3, so this dilutes existing holders; it adds another financing source after the Azimuth equity line.
AEER and its parent did not pay on August 31, 2007. On October 29 and 31, 2007 the company received $2,000,000 from African Equity Partners (AEP) of Nigeria for buying part of the debt, leaving AEER and EERNL owing $5,171,802 plus interest from May 9, 2007 and legal costs. The company began steps under English law to force their winding up, but agreed with AEP not to act until after November 30, 2007; AEP has an option to buy more of the debt at face value until November 26, 2007. The sale has not been fully paid for.
On August 13, 2007 the company agreed a fourth amendment moving AEER's $7,171,802 payment (plus interest from May 9, 2007) from August 3 to August 31, 2007. The company said AEER told it that it had signed a subscription agreement with a Norwegian investor, with funding subject only to existing shareholders' preemptive rights, a majority of whom had waived them. That is AEER's account, not confirmed by the filing.
On July 9, 2007 the company agreed a third amendment to the Nigerian sale: instead of $7,171,802 by July 2, 2007, AEER will pay that sum plus interest from May 9, 2007 by August 3, 2007. Payment slips again, now with interest.
25 June 2007capital raising announcement▲ GoodMajor
On June 22, 2007 the company signed agreements with Tyson Foods to form Dynamic Fuels, LLC, owned 50/50, to build plants using its Biofining technology (renewable fuel from fats and vegetable oils). The first plant is expected in the South Central US, about 78 million gallons a year starting 2010, at about $150 million total cost; the company plans to fund its 50% share from capital markets financing it expects to seek, and each side puts in $4.25 million initially for site selection and engineering. This is a new line of business alongside the gas-to-liquids and coal work. The filing text is truncated, so further terms are not covered here.
On June 21, 2007 the company agreed another amendment to the Nigerian sale: AEER must pay the remaining $7,171,802 by July 2, 2007, instead of June 15. The filing says $1 million was received May 9, 2007. A further delay of the payment.
On May 8, 2007 the company agreed a second amendment to the Nigerian sale. The $2 million due by April 4 has been paid; AEER now owes $1 million by May 8, 2007 and $7,171,802 by June 15, 2007, replacing the earlier $8,171,802 due May 2. The balance is pushed back again.
On March 30, 2007 the company and the Nigerian buyer (AEER and its parent) amended the sale terms. Instead of $10,171,802 due on the earlier of April 1, 2007 or a capital raise, AEER will pay $2 million by April 4, 2007 and $8,171,802 by May 2, 2007. The buyer's payment is split and, for the larger part, pushed back.
23 Jan 2007asset acquisition disposition● NeutralMajor
On January 19, 2007 the company sold the two subsidiaries holding its Ajapa and Aje (offshore Nigeria) interests to African Energy Equity Resources Limited (AEER), a subsidiary of Energy Equity Resources (Norway) Limited. It has received a $2 million deposit and may get up to $23,171,802 more, depending on milestones (including $10,171,802 by April 1, 2007 or on a capital raise). Holmes stays a Nigerian subsidiary director and Branch Russell gives help for at least 180 days. The filing also says the rest of the Stranded Gas Participation Agreement was ended on December 20, 2006, with the company repaying $1,193,386 each to the Williams and Zilkha participants ($360,000 paid by December 22, 2006, $833,386 due by May 1, 2007). This resolves the Nigerian approval, transfer and Dorset/participant threads.
22 Jan 2007material agreement termination▲ GoodMajor
On January 16, 2007 the company signed a Consolidation and License Agreement with Marathon Oil giving Marathon a non-exclusive right to use its Fischer-Tropsch process, with the company earning royalties on actual production from any licensed plants Marathon builds. The deal ends the 1997 Master Preferred License Agreement, the DOE participation agreement and the $19 million and $2.3 million secured notes that financed the Catoosa demonstration plant, due December 15, 2006 per the earlier extension. Marathon also discharged $6.3 million of accumulated interest, and the company will pay Marathon $3 million in each of December 2008 and December 2009. This resolves the Marathon note maturity thread; the filing reports no material termination penalties.
On December 12, 2006 the company's subsidiary took a $2 million deposit from Energy Equity Resources Limited (EER) under a non-binding letter of intent to sell all the stock of the two subsidiaries (Syntroleum International Holdings, Ltd. and Syntroleum International Holdings Company) that hold the Nigerian interests. EER would pay up to $23 million more on milestones: $10 million by the earlier of April 1, 2007 or when EER raises capital, $5 million from first revenues of each of the Ajapa and Aje interests, and $3 million if farminees fund at least half of the Aje-4 well. A purchase agreement is due by January 31, 2007. This follows the August 2006 plan to move a 7.5% OML 113 interest to EER and goes further, as the sale covers the Nigerian business.
On November 20, 2006 the company signed an equity line of credit with Azimuth Opportunity Ltd., which is committed to buy up to $40 million of common stock (or just under 20% of shares outstanding, whichever comes first) over 24 months. The company chooses when to draw, up to 24 times, at a threshold price of at least $1.37 per share, with each draw limited to 2.5% of market capitalization, and shares are priced at a 3.125%–6.250% discount to market. It is not required to sell any shares, and sales would dilute existing holders. It also pays Reedland Capital Partners a 1.125% placement fee on each sale.
6 Oct 2006material agreement termination▼ BadMajor
On September 22, 2006 the company's subsidiary gave Dorset notice of default for failing to pay its share of capital calls within ten business days, and Dorset did not cure within the five-business-day period. The parties are discussing the terms of terminating the Stranded Gas Participation Agreement, and the company reports no material penalties. Director Ziad Ghandour, who had a 33.3% arrangement with Dorset, is seeking to withdraw from it, and Dorset has not consented. This undoes the Stranded Gas Venture formed in April 2005, whose Dorset commitment was at least $40 million.