Each one in plain English, with the numbers worked through for a shareholder.
7 May 2014financial restatement▼ BadMajor
The company said its 2013 and 2012 financial statements should no longer be relied on, because of an error in reserve estimates and the related depletion expense. Restated 2013 net loss goes from $3,921K to $4,053K, and restated 2012 net income from $1,154K to $1,036K. Total shareholders' equity falls to $3,044K at end 2013 (from $3,415K) and $5,393K at end 2012 (from $5,632K), with no change to cash flows. This also trims the 2012 profit the company had cited, though 2012 stays profitable; proved natural gas reserves at the end of 2013 are restated from 28,702,340 to 10,502,930.
The company hired CorProminence, LLC, an investor relations firm, to run a market and shareholder awareness program. The filing gives no fee or term in its text.
On November 5, 2013 the company signed an agreement with Kodiak Capital Group under which it may sell Kodiak up to $5,000,000 of common stock, at 75% of the lowest closing bid in the five trading days after each put notice. Kodiak must buy only once the shares are registered with the SEC, and it cannot go above 9.99% ownership. The company gave Kodiak 256,410 restricted shares and paid a $15,000 document fee. This is a possible answer to the open funding question, but no money is committed until registration, and sales at a discount to market would dilute shareholders.
TransCoastal Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
TransCoastal Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
On July 30, 2013 the board approved converting all 3,721,036 Series F preferred shares into 21,154,478 common shares, issued as restricted stock. This resolves the open thread about Series F conversion: the former TransCoastal holders' preferred stake becomes common stock, and existing holders are diluted accordingly. The filing does not state the resulting total shares outstanding.
On July 15, 2013 the company dismissed Whitley Penn as its auditor and hired Rothstein, Kass & Company for the year ending December 31, 2013. Whitley Penn's reports for 2012 and 2011 carried a going concern qualification, and the filing says there were no disagreements. Rothstein Kass had already audited the private Texas TransCoastal Corporation for 2012 and 2011, so the auditor now matches the oil and gas business acquired in May.
3 July 2013asset acquisition disposition▲ GoodMajor
On June 27, 2013 the company sold its old claims-processing subsidiary, ANC Holdings, to its debt holders in exchange for all the debt owed to them; the 8-K leaves the debt amount blank, while the press release says about $1.5 million of debt was eliminated and no cash changed hands. The 200-to-1 reverse split and the name change to TransCoastal Corporation took effect July 1, 2013, and authorized shares rose to 250,000,000 common and 25,000,000 preferred. This completes the plan set out in March: the healthcare business is gone and the company is now only the oil and gas business.
This notice to shareholders formally announces the change in majority of directors that follows the May 9 closing: TransCoastal's Stuart Hagler and W.A. Westmoreland replace the two Class II directors, and David May fills a new Class I seat, with Don Crosbie remaining. It reports 35,644,656 common shares outstanding, with Elmira United holding 17,999,466 (50.5%) and Schellenberg 2,845,206 (8.0%), and the Series F holders having 99.2% of the votes. It says the claims business sits in a subsidiary, ANC Holdings, LLC, to be sold to debt holders. The filing also lists Hagler as CEO and Judson Hoover as CFO, replacing the earlier management.
On May 9, 2013 the TransCoastal acquisition closed: the company issued 3,721,036 Series F preferred shares for 21,154,478 TransCoastal shares, which is 93.03% of TransCoastal's common stock. The preferred shares carry about 99.2% of the votes, so TransCoastal's former shareholders now control the company, and existing common holders are heavily diluted in voting terms. The company's stated primary business becomes Texas oil and gas, with Barnett shale and Pampa-area oil properties; the filing says TransCoastal made a profit from operations in 2012 and is seeking more funding. This resolves the main open thread about whether the deal would close before the May 31 deadline.
On April 24, 2013 Claimsnet and TransCoastal amended their March 18 deal: instead of up to 23,401,590 post-split common shares, TransCoastal's shareholders would get up to 4,000,000 new Series F preferred shares, each convertible into 1,170.076 common shares and voting with the common on an as-converted basis. The preferred class could elect three directors (a board majority) while at least 1,000,000 are outstanding. The amendment drops the name change, and the reverse-split information statement was abandoned because the amended deal needs no shareholder vote. The May 31, 2013 deadline, the plan to sell the claims business to debt holders (expected to be Thomas Michel, National Financial and J.R. Schellenberg) for debt cancellation, and the board changes at closing (Michel and Willems out, May, Hagler and Westmoreland in) remain. The company also borrowed $25,000 from Schellenberg on April 29 on a 1.75% demand note, to pay costs of the TransCoastal deal.
On March 27, 2013 the company borrowed another $20,000 from related party J. R. Schellenberg on an unsecured 1.75% demand note, for working capital. It continues his series of small loans, now made while the TransCoastal acquisition is pending.
22 Mar 2013capital raising announcement● NeutralMajor
On March 18, 2013 Claimsnet.com (the healthcare claims-processing company) agreed to buy all shares of TransCoastal Corporation, a Texas oil and gas exploration and production company, paying with up to 23,401,590 new post-split Claimsnet shares; closing is targeted by May 31, 2013, after which the agreement lapses. A 200-to-1 reverse split would leave existing Claimsnet holders with about 178,000 shares in total (adjusted upward if TransCoastal's fair market value is under $53 million), all directors except Don Crosbie would resign, and the company would be renamed TransCoastal Corporation. The existing claims business is to be moved into a subsidiary and sold to certain debt holders in exchange for cancelling debt owed to them. This turns a long-running borrowing story into a reverse takeover that would sharply dilute current shareholders (the share counts support this).
