Our Conure at 26 mos., "whats up", okay, thank you! :)
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Shareholders "Votes"?.........Since when does individual votes matter?..........what independent firm counts the proxy votes made by individual investors?..........it would be a fair statement to conclude that individual proxy votes are tallied by individuals inside the company if at all?, kinda like another SEC formality that means little to nothing, kinda like in Iran today and the Ayatollah's regime with Amadidajad getting voted out or Russia with the Kremlins Putin.
One thing the r/s may accomplish, the company may be able to pay in stock, and options to the 400 employee's who are seeking payment for their retention contracts amounting to $235 million, less the govt plans to be the payee, who in reality is their employer, cutting them checks, approx $588,000 to each if this were split up evenly to those who worked in the dept who sold CDS's insurance without the collatoral to back them. Depending on the rank and file the top pay will go to those who did the most damage, if someone doesn't cough it up there are attorneys in the wings willing to sue Aig, or the govt, or taxpayers, since the govt operates like a private entity won't be sending out any proxies to the American people for our opinion?. The govt officials who were voted in to serve the people are nothing more than a sounding board for the peoples voice, who were for the most part against these bailouts from the start, and whose money it is. Kinda like Englands once Monarchy today is nothing more than a sham, the United States sham is a system of Plutocracy for the good old boys..............
Kinda like selling home or auto insurance without the money to pay if a persons home burned to the ground, or the car gets totalled,,,,,,,,,Sorry!!. What we should be hearing that indictments are coming forth for all the ones who perpetuated this public fraud............The Govt itself is just as guilty for not allowing them to fold.
Casella Waste Systems, Inc. Completes Refinancing of Senior Secured Credit Facility
RUTLAND, VT -- (Marketwire) -- 07/09/09 -- Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, announced today that it has successfully completed the refinancing of its existing senior secured debt facilities with a senior secured first lien credit facility (the "Senior Secured Credit Facility"), consisting of a $177.5 million revolving credit facility (the "Revolver Facility") and a $130.0 million aggregate principal term loan (the "Term Loan B"). In connection with the Senior Secured Credit Facility, the company simultaneously completed the previously announced offering of $180.0 million aggregate principal amount of 11% senior second lien notes due 2014 (the "Notes").
"Because of our stable cash flow generation and our valuable solid waste and resource optimization assets we were able to complete a successful refinancing of our senior secured debt maturities despite the continued weakness in the financial system," John W. Casella, chairman and CEO of Casella Waste Systems, said. "We received strong market demand for both the Notes offering and the Term Loan B. Since the Notes offering was oversubscribed, we were able to obtain a favorable interest rate and favorable original issue discount."
"With the strong demand for the Term Loan B, we were able to downsize the Notes offering by $25.0 million and upsize the Term Loan B by $30.0 million," Casella said. "This is a favorable outcome because the effective yield of the Term Loan B is approximately 3.60% lower than the Notes, and the Term Loan B is also pre-payable."
"Our next debt maturity is in December 2012, before which our team will execute against our mid-term strategy to reduce debt leverage by increasing cash flows and selling non-core assets," Casella said. "In addition, under the Senior Secured Credit Facility, the financial covenants were reset to provide us with more flexibility compared to the refinanced facilities.
With the completion of the refinancing, the company is in full compliance with the covenants as amended under the new facility."
The net proceeds from the Senior Secured Credit Facility and from the Notes offering were used to refinance the borrowings under the company's $525.0 million senior secured credit facility due April 2010. After the transaction, the company expects to have $87.3 million of unused capacity on the Revolver Facility, after taking into account $51.7 million of letters of credit.
For the first two quarters after the closing date, the interest rate for borrowings under the $177.5 million Revolver Facility will be LIBOR plus a margin of 4.50% per annum, and thereafter the applicable margin will be determined in accordance with the pricing grid as set forth in the Second Amended and Restated Revolving Credit and Term Loan Agreement dated July 9, 2009. The interest rate for the $130.0 million aggregate principal Term Loan B will be LIBOR plus a margin of 5.00% per annum, provided that LIBOR shall not be less than 2.00% per annum. The Term Loan B was issued at an original issue price of 94.500% of the principal amount of the loan.
The Senior Secured Credit Facility is subject to customary affirmative, negative, and financial covenants, generally consistent with the company's existing credit agreement. The company has the right to increase the amount of the Senior Secured Credit Facility by an aggregate amount of $42.5 million, in its discretion, subject to certain conditions.
The company has engaged its independent registered accounting firm to re-audit its financial statements for the 2009 fiscal year following this refinancing and the closing of the offering of the Notes. The company expects that the opinion on these re-audited financial statements will eliminate the explanatory paragraph about its ability to continue as a going concern.
The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these Notes, nor shall there be any sale of these Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc. Announces Offering of Senior Secured Second Lien Notes
RUTLAND, VT -- (Marketwire) -- 06/24/09 -- Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, announced today that it intends to offer $205 million aggregate principal amount of senior secured second lien notes due 2014 (the "Notes").
The net proceeds from the offering will be used to repay a portion of the borrowings under the company's existing senior secured credit facility.
The offering will be conditioned on the closing of a new senior secured first lien credit facility which will be used to refinance the balance of the borrowings under the company's existing senior secured credit facility.
The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these Notes, nor shall there be any sale of these Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
As previously described in the annual report on Form 10-K filed with the Securities and Exchange Commission on June 16, 2009, the company also noted that its independent registered public accounting firm's report on its financial statements as of April 30, 2009 expressed doubt about its ability to continue as a going concern. Following the closing of the offering of the Notes, the company will engage its independent registered accounting firm to re-audit its financial statements for the 2009 fiscal year. The company expects that the opinion on these re-audited financial statements will eliminate the explanatory paragraph about its ability to continue as a going concern.
Casella Waste Systems, Inc. Announces Offering of Senior Secured Second Lien Notes
RUTLAND, VT -- (Marketwire) -- 06/24/09 -- Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, announced today that it intends to offer $205 million aggregate principal amount of senior secured second lien notes due 2014 (the "Notes").
The net proceeds from the offering will be used to repay a portion of the borrowings under the company's existing senior secured credit facility.
The offering will be conditioned on the closing of a new senior secured first lien credit facility which will be used to refinance the balance of the borrowings under the company's existing senior secured credit facility.
The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these Notes, nor shall there be any sale of these Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
As previously described in the annual report on Form 10-K filed with the Securities and Exchange Commission on June 16, 2009, the company also noted that its independent registered public accounting firm's report on its financial statements as of April 30, 2009 expressed doubt about its ability to continue as a going concern. Following the closing of the offering of the Notes, the company will engage its independent registered accounting firm to re-audit its financial statements for the 2009 fiscal year. The company expects that the opinion on these re-audited financial statements will eliminate the explanatory paragraph about its ability to continue as a going concern.
About Casella Waste Systems, Inc.
Casella Waste Systems is an integrated solid waste and resource management company headquartered in Rutland, Vermont. For further information, investors should contact Ned Coletta, director of investor relations at (802) 772-2239; or visit the company's website at http://www.casella.com.
Casella Waste Systems, Inc. Announces Fourth Quarter and Fiscal Year 2009 Results; Provides Fiscal Year 2010 Guidance
Date : 06/15/2009 @ 8:18PM
Source : MarketWire
Stock : Casella Waste Systems, Inc. (CWST)
Quote : 2.0 -0.05 (-2.44%) @ 7:58PM
Casella Waste Systems, Inc. Announces Fourth Quarter and Fiscal Year 2009 Results; Provides Fiscal Year 2010 Guidance
RUTLAND, VT -- (Marketwire) -- 06/15/09 -- Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, today reported financial results for the fourth quarter and its 2009 fiscal year, and gave guidance on its 2010 fiscal year.
Highlights of the quarter include:
Free cash flow for the fiscal year was $8.8 million, within the original guidance range;
Adjusted EBITDA* for the fiscal year was $115.6 million; and
Solid waste operations continue to perform well through the economic slowdown; the Recycling group rebounds after volatile commodity pricing.
"In spite of the collapse of the global recycling commodity markets mid-way through our 2009 fiscal year and an extended economic contraction, our team executed well against the factors within our control to meet our original free cash flow goals," John W. Casella, chairman and CEO of Casella Waste Systems, said.
"During the third and fourth quarters we experienced significant declines in commodity pricing and lower solid waste volumes in more economically sensitive markets," Casella said. "To meet our free cash flow target, we acted swiftly and thoughtfully to improve all aspects of our operating structure and daily business practices, and we successfully implemented programs that reduced costs and improved asset utilization.
"In addition, we offset downward revenue pressure by increasing pricing where supported by the market, flexing operations to volumes, and reducing capital spending," Casella said. "I'm confident that we are well positioned as an operationally efficient, cash flow focused company not only for this economic downturn, but also for an anticipated economic recovery and growth environment."
Fourth Quarter Results
For the quarter ended April 30, 2009, the company reported revenues of $117.6 million, down $22.0 million or 15.7 percent over the same quarter last year. Approximately fifty three percent of the decline was due to a drop in recycling revenues, down $11.6 million over the same quarter last year primarily as the result of lower commodity prices.
Solid waste revenues including the company's major accounts programs were down approximately 11.0 percent from the same quarter last year. Excluding fuel, oil and environmental recovery fees, pricing was up 3.4 percent, and volumes were down 5.9 percent (excluding revenue losses due to the planned end-of-life decline of landfill volumes at the Pine Tree landfill in Hampden, Maine; the planned closure of the Colebrook, NH landfill in early August 2008; and the idling of a C&D processing facility in October 2008).
The company's net loss applicable to common shareholders was ($68.5) million, or ($2.67) per common share, compared to a net loss of ($7.8) million, or ($0.31) per share for the same quarter last year.
Reported results for the 2009 quarter include a non-cash goodwill impairment charge of $55.3 million, an environmental remediation charge of $1.5 million, development project charges of $0.4 million, severance and reorganization charges of $1.3 million, and a charge of $24.1 million for the increase of the non-cash deferred tax valuation allowance. Reported results for the comparable 2008 period include an impairment and closing charge of $1.4 million for the closure of the Hardwick landfill, development project charge of $0.5 million, a charge of $0.4 million for the increase of the non-cash deferred tax valuation allowance, and a $2.0 million after-tax loss from discontinued operations and the loss on disposal of discontinued operations.
Excluding the charges outlined above, the net loss from continuing operations for the quarter amounted to ($0.8) million or ($0.03) per common share, as compared to a net loss of ($4.3) million or ($0.17) per common share for the same quarter last year.
Net cash provided by operating activities in the quarter was $26.9 million, compared to $19.8 million for the same quarter last year. Net cash provided by operating activities was favorably impacted by a $13.9 million increase due to the dissolution of the company's captive insurance company during the quarter.
The company's earnings before interest, taxes, depreciation and amortization (EBITDA*), adjusted for goodwill impairment, environmental remediation charge, severance and reorganization charges, and development project charge (Adjusted EBITDA* which included adjustments to EBITDA for $57.2 million) was $23.3 million for the quarter, down $2.9 million from the same quarter last year. The company's free cash flow* in the quarter was $4.2 million, compared to $6.0 million in the same quarter last year.
Fiscal 2009 Results
For the fiscal year ended April 30, 2009, the company reported revenues of $554.2 million, down $25.3 million or 4.4 percent over fiscal year 2008.
The company's net loss applicable to common shareholders was ($68.0) million, or ($2.66) per common share, for fiscal year 2009, compared to a net loss of ($7.8) million, or ($0.31) per share, for the same period last year.
Reported results for fiscal year 2009 include a non-cash goodwill impairment charge of $55.3 million, an environmental remediation charge of $4.4 million, development project charges of $0.4 million, severance and reorganization charges of $1.4 million, and a charge of $24.1 million for the increase of the non-cash deferred tax valuation allowance. Reported results for the comparable 2008 period include an impairment and closing charge of $1.4 million for the closure of the Hardwick landfill, development project charge of $0.5 million, severance and reorganization charges of $1.2 million, a charge of $0.4 million for the increase of the non-cash deferred tax valuation allowance, and a $3.8 million after-tax loss from discontinued operations and the loss on disposal of discontinued operations.
Excluding the charges outlined above, the fiscal year 2009 net income from continuing operations amounted to $1.3 million or $0.05 per common share, as compared to a net loss of ($1.7) million or ($0.07) per common share for fiscal year 2008.
Net cash provided by operating activities for fiscal year 2009 was $77.5 million, compared to $71.2 million for fiscal year 2008. Net cash provided by operating activities was favorably impacted by a $13.9 million increase due to the dissolution of the company's captive insurance company during the fiscal year.
The company's earnings before interest, taxes, depreciation, amortization (EBITDA*), adjusted for goodwill impairment, environmental remediation, severance and reorganization charges, and development project charge (Adjusted EBITDA*) was $115.6 million for fiscal year 2009, compared to $123.5 million in fiscal year 2008.
The company's free cash flow* for fiscal year 2009 was $8.8 million versus $5.3 million for fiscal year 2008. As of April 30, 2009, the company had cash on hand of $2.3 million, and had an outstanding total debt level of $562.5 million. More detailed financial results are contained in the tables accompanying this release.
During the fourth quarter of fiscal year 2009, the company recorded an additional environmental remediation charge of $1.5 million related to a scrap yard and transfer station owned by the company, in recognition of the declared bankruptcy of General Motors Corporation, one of the other responsible parties to this obligation.
In the fourth quarter of fiscal year 2009, the company recorded a severance and reorganization charge of $1.4 million which consisted of employee severance and benefit costs, and operating lease costs, as a result of the market area consolidation of several operating units, the elimination of one region office, and other workforce reductions.
Fiscal 2010 Outlook
"In fiscal year 2010, our emphasis is on further improving cash flows through increased pricing, cost controls and operational efficiencies, and focused capital deployment," Casella said. "Our plan for the fiscal year assumes that commodity prices rebound slightly and economic activity remains soft, essentially mirroring the conditions that our business experienced during the last six months of our fiscal year 2009."
The company provided guidance for its fiscal year 2010, which began May 1, 2009, by estimating results in the following ranges:
Revenues between $510.0 million and $530.0 million;
EBITDA* between $111.0 million and $117.0 million;
Capital Expenditures between $48.0 million and $54.0 million; and
Free Cash Flow (redefined for fiscal year 2010) between $0.0 million and $6.0 million. Please note that we have changed our definition of "Free Cash Flow" for fiscal year 2010 to net cash provided by operating activities; less capital expenditures; less payments on landfill operating leases; less assets acquired through financing leases. We plan to report free cash flow on this basis in the future.
The company said the following assumptions are built into its fiscal year 2010 outlook:
Zero-growth in the regional economy from the fourth quarter fiscal year 2009;
In the solid waste business, overall revenue declines between negative 3.0 percent and negative 6.0 percent, with price projected to outpace CPI; volumes down; fuel and oil recovery fees down; and the roll-over impacts noted below included;
In the recycling business, overall revenue declines between negative 16.0 percent and negative 20.0 percent, with price down and volumes flat;
In the major accounts business, overall revenue growth of between 5.0 percent and 10.0 percent, principally through volume growth;
The roll-over impacts of fiscal year 2009 growth projects are included in the above growth targets. For the solid waste business this includes the two new landfill gas-to-energy plants that came online in the third quarter; for FCR this includes a new contract that began in the third quarter and the two Zero-Sort Recycling(TM) conversions that were completed in the fourth quarter; and
No acquisitions.
Free cash flow of $0.0 million to $6.0 million is based on net cash provided by operating activities of $61.0 million to $67.0 million, less estimated capital expenditures of $48.0 million to $54.0 million, and payments on landfill operating leases of approximately $10.0 million.
*Non-GAAP Financial Measures
In addition to disclosing financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP), we also disclose earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted for severance and reorganization charges, goodwill impairment charge, environmental remediation charge as well as development project charges (Adjusted EBITDA) and free cash flow, which are non-GAAP measures. In addition we disclose Adjusted net income (loss) from continuing operations which reflects adjustments to Net income (loss) per common share for the tax effected impact of severance and reorganization charges, goodwill impairment charge, environmental remediation charge, development project charges and tax valuation allowance. In the future we may modify items considered in defining free cash flow and adjusted EBITDA if we believe it will help the understanding of our financial performance.
These measures are provided because we understand that certain investors use this information when analyzing the financial position of companies in the solid waste industry, including us. Historically, these measures have been key in comparing operating efficiency of publicly traded companies in the solid waste industry, and assist investors in measuring our ability to meet capital expenditures, payments on landfill operating lease contracts, and working capital requirements. For these reasons we utilize these non-GAAP metrics to measure our performance at all levels. Free cash flow, EBITDA and Adjusted EBITDA are not intended to replace "Net Cash Provided by Operating Activities," which is the most comparable GAAP financial measure. Moreover, these measures do not necessarily indicate whether cash flow will be sufficient for such items as capital expenditures, payments on landfill operating lease contracts, or working capital, or to react to changes in our industry or to the economy generally. Because these measures are not calculated by all companies in the same fashion, they may not be comparable to similarly titled measures reported by other companies.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and recycling services primarily in the eastern United States.
For further information, contact Ned Coletta, director of investor relations at (802) 772-2239, or visit the Company's website at http://www.casella.com.
Real Goods Solar Reports First Quarter Fiscal 2009 Results
BOULDER, Colo., May 6 /PRNewswire-FirstCall/ -- Real Goods Solar, Inc. (NASDAQ:RSOL), a leading residential solar energy integrator, announced today results for its first quarter ended March 31, 2009.
Revenue for the first quarter of 2009 increased 45.1% to $9.5 million from $6.6 million recorded in the same period last year, primarily due to acquisitions.
Gross profit increased to $2.3 million, or 24.2% of revenue, for the quarter from $1.8 million, or 28.0% of revenue, in the comparable period last year. The decrease in gross margin percentage primarily reflects the consolidation of acquisitions, which have traditionally produced lower gross profit margins.
Operating expenses as a percent of revenue increased to 47.8% for the quarter, from 35.4% in the comparable period last year. This increase primarily reflects the impact of the consolidation of the acquisition of Regrid Power during the fourth quarter of 2008, integration costs related to the Company's 2008 acquisitions, severance costs from a reduction in work force, and the incremental costs associated with being a public company.
Net loss for the first quarter was $1.4 million, or $0.08 per share, as compared to a net loss of $0.3 million, or $0.03 per share, for the same period last year.
Results for the first quarter of 2008 do not include Real Goods' acquisitions of Independent Energy Systems and Regrid Power, related integration costs, nor any of the costs associated with being a public company.
"The first quarter is generally our slowest quarter of the year due to seasonality, winter weather and shorter installation days," commented Tom McCalmont, Chief Executive Officer. "This effect was magnified during the first quarter of 2009 by the very challenging economic environment. However, as the sun has come out this spring and our new marketing initiatives have taken hold, we have begun to see some initial momentum in sales and we are hopeful that this trend will continue as we enter into the prime summer selling months. While our optimism remains cautious, we are encouraged by the signing of a number of significant sales contracts during the last sixty days, representing over $30 million of revenue."
"During the first quarter we remained highly focused on acquisition integration, which included further reductions in headcount, centralization of corporate functions, standardization of products and processes, and a drive towards improved operational efficiencies," said Erik Zech, Chief Financial Officer. "Additionally, we implemented significant improvements to the cost structure of our organization and expect to see initial benefits from these improvements during the second quarter. The continuing acquisition integration and cost saving initiatives have further positioned us to weather the recession and to drive future profitability. We also made improvements to our balance sheet during the quarter by reducing inventory and accounts receivable. As a result of these efforts, our cash position improved to $12.9 million at quarter end."
Royale Energy Adds More Gas in the Denverton Creek Field
Date : 06/25/2009 @ 9:00AM
Source : Business Wire
Stock : Royale Energy, Inc. (ROYL)
Quote : 2.05 -0.05 (-2.38%) @ 7:58PM
Royale Energy Adds More Gas in the Denverton Creek Field
Royale Energy, Inc. (NASDAQ:ROYL) announced today that it has performed a number of workovers aimed at increasing production ahead of the summer cooling load, in its continuing effort to adjust to the current economic climate. As a result, the company successfully perforated new zones in the Victor Ranch 9-16, 1-9, and Federal 3-2 wells.
The Federal 3-2 perforations were conducted at depths below 8,900 feet in the McCormack sand and tested gas at a stabilized rate of 1.12 Million Cubic Feet (MMcf) per day. The well was put into production yesterday at a startup rate of 200 Thousand Cubic Feet (Mcf) per day and will be increased slowly to its maximum efficient rate.
The Federal 3-2 well was first put into production in June 1986 and has produced a total of 1.7 Billion Cubic Feet (BCF) of gas to date from deeper zones. The shut-in pressure of 3070 psi indicates a fully charged new zone which has not been depleted by any nearby wells. After 23 years of production, the addition of this previously untapped zone may lead to additional exploration opportunities in the area.
About Royale Energy
Headquartered in San Diego, Royale Energy, Inc. is an independent energy company. The company is focused on development, acquisition, exploration, and production of natural gas and oil in California, Texas and the Rocky Mountains. It has been a leading independent producer of oil and natural gas for over 20 years. The company's strength is continually reaffirmed by investors who participate in funding over 50% of the company's new projects. Additional information about Royale Energy, Inc. is available on its web site at www.royl.com.
Securities Registration Statement (simplified form) (S-3)
Date : 04/23/2009 @ 6:02AM
Source : Edgar (US Regulatory)
Stock : (ROYL)
Quote : 2.05 -0.05 (-2.38%) @ 7:58PM
- Securities Registration Statement (simplified form) (S-3)
File No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
ROYALE ENERGY, INC.
(Exact name of registrant as specified in its charter)
California
33-0224120
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification Number)
7676 Hazard Center Drive, Suite 1500
San Diego, California 92108
619-881-2800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stephen M. Hosmer
Royale Energy, Inc.
7676 Hazard Center Drive, Suite 1500
San Diego, California 92108
619-881-2800
Copies to:
Lee Polson
Strasburger & Price, LLP
600 Congress Avenue, Suite 1600
Austin, Texas 78701
512-199-3600
Name, address, including zip code, and telephone number, including area code, of agent for service
Approximate dates of commencement of proposed sale to public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
--------------------------------------------------------------------------------
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer [ }
Smaller reporting company x
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Proposed maximum aggregate offering price (1)
Amount of registration fee (2)
Common stock, no par value per share
$3,990,000
$222.64
(1)
Royale Energy is registering an indeterminate number of shares of common stock having an aggregate initial offering price not to exceed $3,990,000. General Instruction I.B(6) of Form S-3 permits certain issuers, including Royale Energy, to register no more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer during a 12 month period. On March 23, 2009, the market value of common equity held by non-affiliates was $11,980,933 based on a closing market price of $2.15 per share.
(2)
Calculated pursuant to Rule 457(o) under the Securities Act.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where an offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL __, 2009
PROSPECTUS
ROYALE ENERGY, INC.
$3,990,000
From time to time, we may sell common stock. We will specify in one or more prospectus supplements the terms of any offering. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read this prospectus, any prospectus supplement and the documents incorporated by reference in this prospectus and any prospectus supplement together with additional information described in Information Incorporated by Reference carefully before you invest.
We will sell the common stock directly to investors, through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters, the specific terms of the plan of distribution and any applicable fees, commissions or discounts.
Our common stock is listed on the NASDAQ Global Market under the symbol “ROYL.” The last reported price on March 23, 2009, was $2.15 per share.
The aggregate market value of our outstanding common stock held by non-affiliates is $11,980,933 based on 8,506,098 shares of outstanding common stock, of which 5,569,522 are held by non-affiliates, and a per share price of $2.15 based on the closing sale price of our common stock on March 23, 2009. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
See Risk Factors, page2, for a discussion or risks that prospective purchasers of our common stock should consider.
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April __, 2009.
1
Small Company Offering and Sale of Securities Without Registration (D)
Date : 06/25/2009 @ 11:34AM
Source : Edgar (US Regulatory)
Stock : (ROYL)
Quote : 2.05 -0.05 (-2.38%) @ 7:58PM
- Small Company Offering and Sale of Securities Without Registration (D)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
OMB APPROVAL
OMB Number: 3235-0076 Expires: September 30, 2008 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities
1. Issuer's Identity
CIK (Filer ID Number)
Previous Name(s)
o
None
Entity Type
0000864839 ROYALE ENERGY FUNDS INC x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
Name of Issuer
ROYALE ENERGY INC
Jurisdiction of Incorporation/Organization
CALIFORNIA
Year of Incorporation/Organization
x
Over Five Years Ago
o
Within Last Five Years (Specify Year)
o
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
ROYALE ENERGY INC
Street Address 1
Street Address 2
7676 HAZARD CENTER DR
SUITE 1500
City
State/Province/Country
ZIP/Postal Code
Phone No. of Issuer
SAN DIEGO
CA
92108
6198812800
3. Related Persons
Last Name
First Name
Middle Name
Hosmer Harry E.
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
o
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
Last Name
First Name
Middle Name
Hosmer Donald H.
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
x
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
Last Name
First Name
Middle Name
Hosmer Stephen M.
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
x
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
Last Name
First Name
Middle Name
Hildebrandt Oscar A.
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
o
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
Last Name
First Name
Middle Name
Hall Tony
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
o
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
Last Name
First Name
Middle Name
Watters George M.
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
o
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
Last Name
First Name
Middle Name
Kemp Len
Street Address 1
Street Address 2
7676 Hazard Center Drive Suite 1500
City
State/Province/Country
ZIP/Postal Code
San Diego CA 92108
Relationship:
o
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
4. Industry Group
o
Agriculture
Health Care
o
Retailing
Banking & Financial Services
o
Biotechnology
o
Restaurants
o
Commercial Banking
o
Health Insurance
Technology
o
Insurance
o
Hospitals & Physicians
o
Computers
o
Investing
o
Pharmaceuticals
o
Telecommunications
o
Investment Banking
o
Other Health Care
o
Other Technology
o
Pooled Investment Fund
Travel
o
Other Banking & Financial Services
o
Manufacturing
o
Airlines & Airports
Real Estate
o
Lodging & Conventions
o
Commercial
o
Tourism & Travel Services
o
Construction
o
Other Travel
o
REITS & Finance
o
Other
o
Residential
o
Other Real Estate
o
Business Services
Energy
o
Coal Mining
o
Electric Utilities
o
Energy Conservation
o
Environmental Services
x
Oil & Gas
o
Other Energy
5. Issuer Size
Revenue Range
Aggregate Net Asset Value Range
o
No Revenues
o
No Aggregate Net Asset Value
o
$1 - $1,000,000
o
$1 - $5,000,000
o
$1,000,001 - $5,000,000
o
$5,000,001 - $25,000,000
x
$5,000,001 - $25,000,000
o
$25,000,001 - $50,000,000
o
$25,000,001 - $100,000,000
o
$50,000,001 - $100,000,000
o
Over $100,000,000
o
Over $100,000,000
o
Decline to Disclose
o
Decline to Disclose
o
Not Applicable
o
Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o
Rule 504(b)(1) (not (i), (ii) or (iii))
o
Rule 505
o
Rule 504 (b)(1)(i)
x
Rule 506
o
Rule 504 (b)(1)(ii)
o
Securities Act Section 4(6)
o
Rule 504 (b)(1)(iii)
o
Investment Company Act Section 3(c)
7. Type of Filing
x
New Notice
Date of First Sale
2009-04-30 o
First Sale Yet to Occur
o
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
o
Yes
x
No
9. Type(s) of Securities Offered (select all that apply)
o
Pooled Investment Fund Interests
o
Equity
o
Tenant-in-Common Securities
o
Debt
x
Mineral Property Securities
o
Option, Warrant or Other Right to Acquire Another Security
o
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
o
Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
o
Yes
x
No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor
$
25000
USD
12. Sales Compensation
Recipient
Recipient CRD Number
o
None
Investors Capital Corporation
30613
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Investors Capital Corporation
30613
Street Address 1
Street Address 2
230 Broadway East
City
State/Province/Country
ZIP/Postal Code
Lynnfield
MA
01940
State(s) of Solicitation
x
All States
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
Triad Advisors
25803
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Triad Advisors
25803
Street Address 1
Street Address 2
3500 Parkway Lane
Suite 220
City
State/Province/Country
ZIP/Postal Code
Norcross
GA
30092
State(s) of Solicitation
x
All States
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
MHA Financial Corporation
7462
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
MHA Financial Corporation
7462
Street Address 1
Street Address 2
4 Pleasant Hill Street
City
State/Province/Country
ZIP/Postal Code
Westwood
MA
02090
State(s) of Solicitation
o
All States
AZ
CA
CT
DC
FL
IL
IN
ME
MD
MA
MI
MN
NV
NJ
NM
NY
NC
OH
PA
PR
SC
TX
VA
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
Newbridge Securities
104065
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Newbridge Securities
104065
Street Address 1
Street Address 2
1451 West Cypress Creek Road
City
State/Province/Country
ZIP/Postal Code
Fort Lauderdale
FL
33009-1953
State(s) of Solicitation
o
All States
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
HI
ID
IL
IN
IA
KS
KY
LA
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
RI
SC
SD
TN
TX
UT
VT
VA
WA
WV
WI
WY
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
Capital Financial Services, Inc.
8408
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Capital Financial Services, Inc.
8408
Street Address 1
Street Address 2
1 North Main Street
City
State/Province/Country
ZIP/Postal Code
Minot
MD
58703
State(s) of Solicitation
o
All States
AZ
AR
CA
CO
CT
FL
IL
IN
IA
KS
KY
MI
MN
MO
MT
NE
NV
NJ
NM
NY
NC
ND
OH
OK
OR
PA
RI
SC
SD
TX
UT
VT
VA
WA
WI
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
Cullum & Burks Securities
46600
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Cullum & Burks Securities
46600
Street Address 1
Street Address 2
13355 Noel Road
Suite 1300
City
State/Province/Country
ZIP/Postal Code
Dallas
TX
75240
State(s) of Solicitation
o
All States
AL
AK
AZ
AR
CA
CO
CT
FL
GA
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
NE
NV
NJ
NM
NY
NC
ND
OH
OK
OR
PA
SC
TN
TX
UT
VA
WA
WI
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
Gunn Allen Corporation
17609
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Gunn Allen Corporation
17609
Street Address 1
Street Address 2
5002 W. Waters Avenue
City
State/Province/Country
ZIP/Postal Code
Tampa
FL
33634
State(s) of Solicitation
x
All States
--------------------------------------------------------------------------------
Recipient
Recipient CRD Number
o
None
Empire Financial Group, Inc.
28759
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
o
None
Empire Financial Group, Inc.
28759
Street Address 1
Street Address 2
2170 West State Road
Suite 100
City
State/Province/Country
ZIP/Postal Code
Longwood
FL
32779
State(s) of Solicitation
x
All States
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13. Offering and Sales Amounts
Total Offering Amount
$
6600000
USD
o
Indefinite
Total Amount Sold
$
348000
USD
Total Remaining to be Sold
$
6252000
USD
o
Indefinite
Clarification of Response (if Necessary)
14. Investors
o
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5
15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions
$
528000
USD
x
Estimate
Finders' Fees
$
0
USD
o
Estimate
Clarification of Response (if Necessary)
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$
0
USD
o
Estimate
Clarification of Response (if Necessary)
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer
Signature
Name of Signer
Title
Date
ROYALE ENERGY INC
Donald H. Hosmer
Donald H. Hosmer
President and Chief Executive Officer
2009-06-25
THREE MONTHS ENDED MARCH 31, 2009 VS. THREE MONTHS ENDED MARCH 31, 2008
Reported 10Q May 7, 2009
For the quarter ended March 31, 2009, logistics and brokerage services revenue, before fuel surcharges, increased 6.6% to $8.6 million as compared to $8.1 million for the quarter ended March 31, 2008. The increase was primarily the result of an increase in the number of loads brokered during the first quarter of 2009 as compared to the first quarter of 2008.
Rent and purchased transportation increased from 88.6% of revenues, before fuel surcharges, during the first quarter of 2008 to 89.1% of revenues, before fuel surcharges during the first quarter of 2009. The increase relates to an increase in amounts charged by third party logistics and brokerage service providers.
The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 96.6% for the first quarter 2008 to 96.3% for the first quarter of 2009.
RESULTS OF OPERATIONS - COMBINED SERVICES
THREE MONTHS ENDED MARCH 31, 2009 VS. THREE MONTHS ENDED MARCH 31, 2008
Net loss for all divisions was approximately $3.3 million, or 5.6% of revenues, before fuel surcharge for the first quarter of 2009 as compared to net loss of $2.8 million or 3.3% of revenues, before fuel surcharge for the first quarter of 2008. The increase in loss resulted in an increase in diluted loss per share from $0.29 for the first quarter of 2008 to a diluted loss per share of $0.36 for the first quarter of 2009.
LIQUIDITY AND CAPITAL RESOURCES
The growth of our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, issuances of equity securities, borrowings under our line of credit, installment note agreements, and borrowings under our investment margin account.
During the first three months of 2009, we generated $6.0 million in cash from operating activities. Investing activities used $3.4 million in cash in the first three months of 2009. Financing activities used $3.0 million in cash in the first three months of 2009.
Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations, to finance capital expenditures and repay long-term debt.
Occasionally we finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 12 to 48 months. During the first three months of 2009, the Company's subsidiaries entered into installment obligations totaling approximately $6.7 million for the purpose of purchasing revenue equipment. These obligations are payable in 36 monthly installments at an interest rate of 5.45%.
During the remainder of 2009, we do not expect to purchase any new trucks or new trailers but will continue to sell or trade older equipment, which we expect will result in additional cash flow proceeds of approximately $5.0 million. Management believes we will be able to finance our near term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our recent operating results, current cash position, anticipated future cash flows, and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.
During the first three months of 2009 we maintained a $30.0 million revolving line of credit. Amounts outstanding under the line of credit bear interest at LIBOR (determined as of the first day of each month) plus 1.25% (1.75% at March 31, 2009), are secured by our accounts receivable and mature on May 31, 2009; however, the Company has the intent and ability to extend the terms of this line of credit for an additional one year period until May 31, 2010. At March 31, 2009 outstanding advances on the line of credit were approximately $7.1 million, including $1.2 million in letters of credit, with availability to borrow $22.9 million.
Trade accounts receivable at March 31, 2009 decreased approximately $3.9 million as compared to December 31, 2008. The decrease relates to a general decrease in revenue, which flows through the accounts receivable account, during the first quarter of 2009 as compared to the revenues generated during the last quarter of 2008.
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Table of contents
Prepaid expenses and deposits at March 31, 2009 increased approximately $2.5 million as compared to December 31, 2008. The primary reason for the increase relates to prepayment of tractor and trailer license fees. During the first quarter of 2009, approximately $2.7 million of the 2009 license fees were paid in advance. These prepaid license fees are amortized to expense throughout the year.
Marketable equity securities at March 31, 2009 decreased approximately $2.0 million as compared to December 31, 2008. The decrease was primarily attributable to changes in the market value of the investments, net of other-than-temporary write-downs of approximately $1.0 million. These securities have a combined cost basis of approximately $10.6 million and a combined fair market value of approximately $10.5 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During the first three months of 2009, the Company had net unrealized pre-tax losses of approximately $980,000 and received dividends of approximately $105,000. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates and the Company's cash requirements.
Revenue equipment, which generally consists of trucks, trailers, and revenue equipment accessories such as Qualcomm� satellite tracking units, decreased approximately $7.3 million as compared to December 31, 2008. This decrease relates primarily to the completion of the process of turning in older trade tractors during the first quarter of 2009 for new tractors purchased in the December 2008. During the first quarter of 2009, the cost basis of revenue equipment either traded or sold was approximately $10.3 million. Partially offsetting the decrease related to trades or sales were first quarter 2009 purchases of auxiliary power units and the final group of replacement trailers related to the 2008 capital expenditures plan.
Accounts payable at March 31, 2009 decreased approximately $6.4 million as compared to December 31, 2008. The decrease was primarily related to $4.4 million of asset purchase accruals for assets purchased in December 2008 for which payment was not due until January 2009. The decrease also reflects a decrease of approximately $2.3 million in amounts reclassified to accounts payable as bank drafts outstanding at March 31, 2009 as compared to December 31, 2008.
Accrued expenses and other liabilities at March 31, 2009 decreased approximately $4.9 million as compared to December 31, 2008. The decrease is primarily related to the change in borrowings outstanding under the Company's margin account, which are secured by the Company's investments in marketable equity securities. During the first quarter of 2009 the Company repaid approximately $6.9 million of margin account borrowings which represented the entire December 31, 2008 ending balance. Partially offsetting the decrease was an increase in amounts accrued at March 31, 2009 for employee wages and benefits which can vary significantly throughout the year depending on many factors, including the timing of the actual date employees are paid in relation to the last day of the reporting period.
Long-term debt at March 31, 2009 increased approximately $5.3 million as compared to December 31, 2008. The increase is primarily related to the non-current portion of installment note borrowings of approximately $6.7 million during the first three months of 2009. Contributing to the increase was an increase of approximately $2.2 million in amounts payable on the Company's lines of credit as of March 31, 2009 when compared to amounts payable as of December 31, 2008.
Outstanding at April 30, 2009
Common Stock, $.01 Par Value 9,409,607
Atlas Pipeline Eyes Merger, Spinoff From Related Cos.
Date : 06/02/2009 @ 11:06AM
Source : Dow Jones News
Stock : Atlas Pipeline Holdings L.P. (AHD)
Quote : 3.19 -0.16 (-4.78%) @ 8:00PM
Free Atlas Pipeline Holdings L.P. Annual Company Report
Atlas Pipeline Eyes Merger, Spinoff From Related Cos.
By Christine Buurma
Of DOW JONES NEWSWIRES
NEW YORK -(Dow Jones)- Atlas Pipeline Partners LP (APL) chairman Edward Cohen said Tuesday that the natural gas processor and pipeline owner may merge with an affiliated company, Atlas Pipeline Holdings LP (AHD), and be spun off from other related companies involved in natural gas exploration and production.
The reshuffling would separate the Atlas companies involved in processing and pipelines from the companies focused on exploration and production, making the businesses easier for investors to understand, Cohen said during a conference call with analysts.
"We're striving to rationalize [Atlas Pipeline Partners] and make our situation much more transparent," he said. "The final step is totally severing the relationship between the E&P company and the processing company."
Cohen offered no timetable for the merger, saying Atlas Pipeline Partners is continuing to shore up its balance sheet. Atlas Pipeline Partners has been hard-hit by tumbling commodity prices, forcing the company to put assets on the sale block.
Moon Township, Pa.-based Atlas Pipeline Partners, which owns natural gas gathering and processing systems, is partially owned by Atlas Pipeline Holdings. Atlas America, Inc. (ATLS), in turn, owns an interest in Atlas Pipeline Holdings and in Atlas Energy Resources, LLC (ATN), which develops and produces U.S. natural gas.
In April, Atlas America said it would acquire the remaining 52% of Atlas Energy Resources it doesn't already own for about $500 million, renaming the company Atlas Energy Inc.
Cohen also said Tuesday that Atlas Pipeline Partners is nearing a deal to sell its Sweetwater II processing plant in Oklahoma.
In April, Atlas Pipeline Partners agreed to sell its Noark natural gas gathering and transmission system for $300 million to Spectra Energy Partners (SEP). Atlas Pipeline Partners has also formed a joint venture with Williams Cos. (WMB) to own and operate a gas gathering system in Appalachia's Marcellus Shale.
On Monday, Atlas Pipeline Partners said it had amended a debt agreement to improve the company's financial flexibility as it struggles with a heavy debt load and meager cash flows.
Cohen said Tuesday that Atlas Pipeline Partners could generate about $280 million in earnings for the year, or $3.65 a unit if prices for natural gas liquids, such as butane and propane, continue to recover.
Atlas Pipeline Partners units were recently trading 12 cents lower, or 2.22%, at $5.29. The unit price is down 88% from the 52-week high of $43.97.
-By Christine Buurma, Dow Jones Newswires; 201-938-2061; christine.buurma@dowjones.com
Form 8-K for ATLAS PIPELINE HOLDINGS, L.P.
--------------------------------------------------------------------------------
5-Jun-2009
Entry into a Material Definitive Agreement, Termination of a Materi
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the disposition of the Appalachia Subsidiaries, described below, on June 1, 2009, APL Laurel Mountain, LLC ("APL Sub"), a wholly-owned subsidiary of Atlas Pipeline Partners, L.P. ("APL"), a subsidiary of Atlas Pipeline Holdings, L.P., entered into an Amended and Restated Limited Liability Agreement with Williams Laurel Mountain, LLC ("Williams") governing the operation of Laurel Mountain Midstream, LLC ("Laurel Mountain").
In exchange for its contribution of the Appalachia Subsidiaries (as defined below) to Laurel Mountain, APL Sub received (1) $87.8 million in cash (the "Cash Consideration"), (2) a 49% equity interest in Laurel Mountain, which includes preferred distribution rights entitling APL Sub to receive all payments made under a $25.5 million note, issued to Laurel Mountain by Williams and guaranteed by The Williams Companies, Inc., and, subject to the 3-year amortization schedule, to apply such payments to capital contributions required to be made by APL Sub to Laurel Mountain, and (3) an initial capital account balance of $2.2 million. Williams holds a 51% interest in Laurel Mountain and is its operating member, responsible for day-to-day management. Except as delegated to the operating member, the business of Laurel Mountain will be managed by a management committee, composed of one member appointed by each of APL Sub and Laurel Mountain.
The management committee will approve all capital growth projects and calls for capital contributions to fund such projects in proportion to the members' respective percentage interest in Laurel Mountain. If the management committee does not approve a call for capital contributions with respect to a capital growth project, the member whose representative voted in favor of the project (the "Pursuing Member") may cause Laurel Mountain to pursue such project by funding 100% of the necessary capital contributions, provided that the project is reasonably expected to provide Laurel Mountain with a rate of return of at least 10%. If the Pursuing Member elects to cause Laurel Mountain to pursue a capital growth project, until June 1, 2012 the non-pursuing member may elect to make a delayed capital contribution not later than one year after the initial project funding date.
Also on June 1, 2009, APL Sub and Atlas Pipeline Operating Partnership, L.P., APL's Sub's parent ("OLP"), entered into an option agreement with Atlas Energy Resources, LLC ("ATN") pursuant to which:
� If APL Sub determines not to make a capital contribution to Laurel Mountain in connection with the capital growth project, it shall, so long as permitted by APL's term loan and revolving credit facility and bond indentures, give ATN the option of making an investment in APL Sub sufficient to fund the capital contribution to Laurel Mountain.
� If APL Sub desires to transfer all or a portion of its interest in Laurel Mountain, ATN will have a right of first refusal to acquire such interest, for the same purchase price proposed by the prospective purchaser.
The foregoing description of the Laurel Mountain LLC Agreement and the ATN Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Laurel Mountain LLC Agreement and the ATN Option Agreement, which are attached as exhibits and incorporated into this report by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the disposition of the Appalachia Subsidiaries, described below, on June 1, 2009, Laurel Mountain entered into natural gas gathering agreements with ATN and Atlas Energy Operating Company, LLC, Atlas America, LLC, Atlas Noble, LLC, Resource Energy, LLC and Viking Resources, LLC
--------------------------------------------------------------------------------
(collectively, the "Atlas entities") which superseded the master natural gas gathering agreement and omnibus agreement, both dated February 2, 2000, between APL and the Atlas entities: a (1) a Gas Gathering Agreement for Natural Gas on the Legacy Appalachian System with respect to the existing gathering systems and expansions to it (the "Legacy Agreement") and (2) a Gas Gathering Agreement for Natural Gas on the Expansion Gathering System with respect to other gathering systems constructed within the specified area of mutual interest (the "Expansion Agreement" and, collectively with the Legacy Agreement, the "Gathering Agreements"). Under the Gathering Agreements, the Atlas entities and their affiliates will dedicate their natural gas production in the Appalachian Basin to Laurel Mountain for transportation to interstate pipeline systems, local distribution companies, and/or end users in the area, subject to certain exceptions. In return, Laurel Mountain is required to accept and transport the Atlas entities' dedicated natural gas in the Appalachian Basin subject to certain conditions.
Under the Gathering Agreements, the Atlas entities will be required to pay a gathering fee to Laurel Mountain that is the generally the same as the gathering fee required under the Terminated Agreements, except that a lower fee applies with respect to specific wells subject to existing contracts calling for lower minimum gathering fees and if Laurel Mountain fails to perform specified obligations. In addition, if an ATN investment partnership pays a lesser competitive gathering fee for the natural gas it transports using Laurel Mountain's gathering system, which currently is 13% of the gross sales price, then the Atlas entities, and not the partnership, will have to pay the difference to Laurel Mountain. Unlike the Terminated Agreements, Atlas America, Inc. will not assume or guarantee the Atlas entities' obligation to pay the required gathering fees to Laurel Mountain.
The provisions in the Gathering Agreements regarding the allocation of responsibility for constructing additional flowline are substantially the same as the provisions in the Terminated Agreements. To the extent that the Atlas entities and their affiliates own wells or propose wells that are within 2,500 feet of Laurel Mountain's gathering system, they must at their own cost construct up to 2,500 feet of flowline as necessary to connect their wells to the gathering system. For wells more than 2,500 feet from Laurel Mountain's gathering system, if the Atlas entities construct a flow line to within 1,000 feet of Laurel Mountain's gathering system, then Laurel Mountain must, at its own cost, extend its gathering system to connect to such flowline.
The Gathering Agreements remain in effect so long as gas from the Atlas entities' wells is produced in economic quantities without lapse of more than 90 days.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 1, 2009, APL Sub completed the sale to Laurel Mountain of the equity interests in APL's Appalachia Basin operating subsidiaries, Atlas Pipeline Pennsylvania, LLC, Atlas Pipeline Ohio, LLC and Atlas Pipeline New York, LLC (the "Appalachia Subsidiaries"). The consideration received by APL Sub is described in Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information. Pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 99.1.
(d) Exhibits.
10.1 ATN Option Agreement dated as of June 1, 2009
10.2 Amended and Restated Limited Liability Company Agreement of Laurel
Mountain Midstream, LLC dated as of June 1, 2009
99.1 Pro forma financial statements
Considering core competencies
Yamana Gold (NYSE: AUY) has divested non-core assets recently, raising some cash in the process. Although I believe the company may continue to focus upon existing projects, one opportunity leaps out at me as the perfect golden pairing. Yamana already mines massive quantities of copper, and micro-cap Taseko Mines (AMEX: TGB) seems to lack the resources to develop the aptly named Prosperity project and unlock its 4.7 million ounces of gold reserves. With an enterprise value of just $381 million, or $81 per ounce of gold, Taseko is a steal even without considering the low-cost, operational Gibraltar mine and the company's 4 billion pounds of copper reserves. A Taseko purchase would leverage Yamana's dual expertise in copper and gold, while Taseko shareholders could find Prosperity.
Lewis B. Campbell
Chief Executive Officer
Textron Inc.
Aerospace & Defense
In 2008, Lewis B. Campbell raked in $10,306,561 in total compensation.* In the previous year the CEO of this company made $21,606,434. Total CEO compensation has decreased by 52%.
26x more than the President of the US for 2008.
53x more the previous year, and comparitively approx 345x based on the national avg worker for 2008, 700x more the previous year. http://www.textron.com/about/leadership/board_of_directors/index.jsp
Any employee who would cause the company to lose value or capital would be shown the door, and not the front one either.
Go figure?
Textron to Release Second Quarter Results on July 28, 2009
Textron Inc. (NYSE: TXT) will release its second quarter 2009 financial results on Tuesday, July 28, 2009.
The company will also host a conference call at 9:00 a.m. (Eastern) to discuss the results and the company’s outlook. The call will be available via webcast at www.textron.com or by direct dial at (888) 276-0010 in the U.S. or (612) 332-0820 outside of the U.S. (request the Textron Earnings Call).
In addition, the call will be recorded and available for playback beginning at 11:30 a.m. (Eastern) on Tuesday, July 28, 2009 by dialing (320) 365-3844; Access Code: 991793.
Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee, and Textron Systems. More information is available at www.textron.com.
This stock doesn't come recommended. Pinks are to be avoided, never put much in one, then in and out..........A hundred invested is over extending their value..............the line of crooks holding hands who buy these symbols would extend across this State and beyond. At least 20,000 in the Otc market, approx 6500 actively trade. Most have nothing but models and BS to spin, most come on board indebted from its purchase, whose plans are to enrich the seller and self within a real short period of time, and as we see here some will continue to feed off the unweary till the end of time, or who will wind up getting busted for the fraud they perpetuate on the public. Berman with Russell crawled out from under a rock, dove into the mire of fraud and deceit, and who will forever remain there.
Yep! wonder who the chumps are to buy the 1 ply TP?. He expects it all to take less than a year. Non registered, registered, pinksheet certs is all the same, neither is reported with transparency. Maybe he's selling the mining claims if he hasn't already?...........Guess he's now planning to fuel the country with algae. The mold issue on bio-fuel has not yet been resolved. The next additive may have to be 409 just to insure the tank, fuel injector, filter fuel lines stay clean. I suppose Berman doesn't have to concern himself with this issue if he's driving a Hybrid?.
Madoff must be his idol!.
5/19/2009
13. Offering and Sales Amounts
Total Offering Amount
$ 1000000
USD
o
Indefinite
Total Amount Sold
$ 194350
USD
Total Remaining to be Sold
$
805650
USD
6/15/2009
- Amended Small Company Offering and Sale of Securities Without Registration (D/A)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
OMB APPROVAL
OMB Number: 3235-0076 Expires: September 30, 2008 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities
1. Issuer's Identity
CIK (Filer ID Number)
Previous Name(s)
x
None
Entity Type
0001071220 x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
Name of Issuer
RUSSELL INDUSTRIES INC
Jurisdiction of Incorporation/Organization
NEVADA
Year of Incorporation/Organization
x
Over Five Years Ago
o
Within Last Five Years (Specify Year)
o
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
RUSSELL INDUSTRIES INC
Street Address 1
Street Address 2
9595 SIX PINES DRIVE, SUITE 8210
City
State/Province/Country
ZIP/Postal Code
Phone No. of Issuer
THE WOODLANDS
TX
77380
832-661-6074
3. Related Persons
Last Name
First Name
Middle Name
BERMAN RICHARD MARK
Street Address 1
Street Address 2
9595 SIX PINES DRIVE SUITE 8210
City
State/Province/Country
ZIP/Postal Code
THE WOODLANDS TX 77380
Relationship:
x
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
4. Industry Group
o
Agriculture
Health Care
o
Retailing
Banking & Financial Services
o
Biotechnology
o
Restaurants
o
Commercial Banking
o
Health Insurance
Technology
o
Insurance
o
Hospitals & Physicians
o
Computers
o
Investing
o
Pharmaceuticals
o
Telecommunications
o
Investment Banking
o
Other Health Care
o
Other Technology
o
Pooled Investment Fund
Travel
o
Other Banking & Financial Services
o
Manufacturing
o
Airlines & Airports
Real Estate
o
Lodging & Conventions
o
Commercial
o
Tourism & Travel Services
o
Construction
o
Other Travel
o
REITS & Finance
o
Other
o
Residential
o
Other Real Estate
o
Business Services
Energy
o
Coal Mining
o
Electric Utilities
o
Energy Conservation
o
Environmental Services
o
Oil & Gas
x
Other Energy
5. Issuer Size
Revenue Range
Aggregate Net Asset Value Range
o
No Revenues
o
No Aggregate Net Asset Value
x
$1 - $1,000,000
o
$1 - $5,000,000
o
$1,000,001 - $5,000,000
o
$5,000,001 - $25,000,000
o
$5,000,001 - $25,000,000
o
$25,000,001 - $50,000,000
o
$25,000,001 - $100,000,000
o
$50,000,001 - $100,000,000
o
Over $100,000,000
o
Over $100,000,000
o
Decline to Disclose
o
Decline to Disclose
o
Not Applicable
o
Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
x
Rule 504(b)(1) (not (i), (ii) or (iii))
o
Rule 505
o
Rule 504 (b)(1)(i)
o
Rule 506
o
Rule 504 (b)(1)(ii)
o
Securities Act Section 4(6)
o
Rule 504 (b)(1)(iii)
o
Investment Company Act Section 3(c)
7. Type of Filing
o
New Notice
Date of First Sale
2008-10-09 o
First Sale Yet to Occur
x
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
o
Yes
x
No
9. Type(s) of Securities Offered (select all that apply)
o
Pooled Investment Fund Interests
x
Equity
o
Tenant-in-Common Securities
o
Debt
o
Mineral Property Securities
o
Option, Warrant or Other Right to Acquire Another Security
o
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
o
Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
o
Yes
x
No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor
$
5000
USD
12. Sales Compensation
Recipient
Recipient CRD Number
x
None
WORLD TRADE FINANCIAL
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
x
None
N/A
Street Address 1
Street Address 2
2010 HANCOCK STREET
SECOND FLOOR
City
State/Province/Country
ZIP/Postal Code
SAN DIEGO
CA
92110
State(s) of Solicitation
o
All States
TX
--------------------------------------------------------------------------------
13. Offering and Sales Amounts
Total Offering Amount
$
1000000
USD
o
Indefinite
Total Amount Sold
$ 214350
USD
Total Remaining to be Sold
$
785650
USD
o
Indefinite
What Is Executive Stock Option
http://finance.kosmix.com/topic/What_Is_Executive_Stock_Option?p=hl&as=yhoo&ac=1386
International Paper To Release Second-Quarter Earnings on Thursday, July 30
Date : 06/30/2009 @ 3:14PM
Source : PR Newswire
Stock : Intl Paper (IP)
Quote : 15.3 0.0 (0.00%) @ 8:47AM
International Paper To Release Second-Quarter Earnings on Thursday, July 30
MEMPHIS, Tenn., June 30 /PRNewswire-FirstCall/ -- International Paper (NYSE:IP) will release second-quarter 2009 earnings on Thursday, July 30, before the opening of the New York Stock Exchange. The company will host a webcast to discuss earnings and current market conditions at 10 a.m. EDT (9 a.m. CDT) that day.
(Logo: http://www.newscom.com/cgi-bin/prnh/20020701/IPLOGO )
All interested parties are invited to listen to the webcast via the company's Internet site at http://www.internationalpaper.com/ by clicking on the Investor tab and going to the Presentations page. A replay of the webcast will also be on the Web site beginning approximately two hours after the call.
Parties who wish to participate in the webcast via teleconference may dial +1 (706) 679-8242 or, within the U.S. only, (877) 316-2541, and ask to be connected to the International Paper Second-Quarter Earnings Call. The conference ID number is 15781616. Participants should call in no later than 9:45 a.m. EDT (8:45 a.m. CDT). An audio-only replay will be available for four weeks following the call. To access the replay, dial +1 (706) 645-9291 or, within the U.S. only, (800) 642-1687, and when prompted for the conference ID, enter "15781616."
About International Paper
International Paper (NYSE:IP) is a global paper and packaging company with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include uncoated papers and industrial and consumer packaging, complemented by xpedx, the company's North American distribution company. Headquartered in Memphis, Tenn., the company employs more than 61,500 people in more than 20 countries and serves customers worldwide. 2008 net sales were approximately $25 billion. For more information about International Paper, its products and stewardship efforts, visit http://www.internationalpaper.com/.
http://www.newscom.com/cgi-bin/prnh/20020701/IPLOGODATASOURCE: International Paper
CONTACT: Media, Kathleen Bark, +1-901-419-4333; Investors, Thomas A.
Cleves, +1-901-419-7566, or Emily Nix +1-901-419-4987
Web Site: http://www.internationalpaper.com/
Obama's Mexican Border Fence:
http://www.pbs.org/video/video/1171001273/search/Mexican%20Border%20Fence
A fence with holes(gaps) that you can literally drive a trucks thru depending on where you wish to enter?.
Like the days of old and the Railroads when people were forced from their land having been offered pennies on the dollar for their property from the government. If Microsoft or some other corporate entity was utilizing similar strips of property it would be a far different story.
What rancher would build a fence to protect his or her horses, or cattle but leave openings in it so they could monitor the ones that leave thru them?...........Only the ones that would get full price for their losses thru the State or Federal govt.
Maybe their doing this so they can capture terrorist who have not yet entered the country?
Your probably right about the doctors, I was mostly referring to their administration. I know some vets are employee'd by the VA but most never served, and there's more than enough vets qualified to be Directors, and who could also fill those upper, middle, and clerk positions, as we see in most military post, for example: Ft.Sam Houston, near San Antonio, and Brooks Medical Center. Although they do employee civilians most of their staff are made up of active personnel, who carry out the same functions. Who better understands, and how to best care for military personnel?. Same goes for those who become inactive, or had or have been sent home for war injuries?. Veterans seeking employment at these various facilities and whose military positions carry over,find themselves either competing with civilians, or only to learn no positons ever become available having filled what may be available with civilians who applied, and or to learn that the govt is cutting staff positions. Over-time, and having used these various tactics the VA slots have been filled with mostly civilians. My point is that there is honor among vets, who look out for their own. Civilians have shown that when it comes to government funding, so much of the money that should be used toward veterans care, gets buried in their beauracracy, and higher paid salaries, and benefits, and as we can see by that article down right misuse of funds.
The govt is not innocent either.
I agree with your points, any American who has legitimate disabilities, both young and old deserve equal care, and many just cannot take care or fend for themselves, and we should make sure as a nation they are given the best of care. This should remain seperated from military personnel who come home with war related injuries. The govt should not be allowed to lump these together, the DOD should not be allowed to divert this responsiblity by shifting war injured personnel onto Medicare that they keep telling us is overburdened. If the govt does not have the funds to take care of America's vets how in the world is it gonna take care of the Health care issues of the entire nation?
Remember when the Congress tried to list Vietnam as a Police Action, as opposed to a War?...........Ever see police action?. Has any ever resembled the likes of Vietnam, or the one we were engaged in prior, Korea?. They wanted to do this for one reason and one reason alone.........to shirk the responsibitlies they forced on our American young people from political wars they created, and who listened to the voice of large corporations who were either looking for resources, or the means of expansion so they could exploit those countries, as they have this one, and boy have they ever,,,,,,,,,,,,,China, India, and various other countries are now in their crosshairs.
More shocking news! this was just a year ago, and to present there is no follow up to the story that I'm aware of?..........perhaps not shocking considering its in all aspects of government..........this is more on the line of dispicable considering the VA exist to serve Veterans. Many if not most who are employeed by the VA are not Veterans, something that should be a criteria. Not only has this business occurred in the past, but is still occurring. The govt broke contractural agreements with veterans during the mid 80's, the same promises that were made to both the men and women who served, and never made it home, imposing means test on Veterans. The same promises they made to those lying in some cemetary from fighting in one of their political wars. Nothing new I suppose, their good a breaking promises, their experts at it having done it for centuries. Now thats its all said and done, the dishonorable Congress had a change in plans, veterans are not treated equally but are catergorized, instead of supporting those who made it home and honoring those who didn't they stripped that honor away by degrading veterans, and should not be asking anything of these vets from yesterdays wars or today's. The VA today has grown into a financial institution who functions like an insurance company seeking payment from vets thru their carrier or them, they also function like a dept of the IRS who will scrutinize personal financial information submitted to them which may open up an audit. In addition to this any disabled vet who receives disability payments which may be at any percentage level even a 100% who works hard to fit back into some kind of normal life, and works hard thru the disability, and wants to work, but perhaps can't give a 100%, and whose efforts may fail, the VA will do its utmost to try and take away their disability payments. One such fellow I know but haven't seen for a while was in the VA on the East coast for more than 3 years after Vietnam and hundreds of reconstructive surgeries having lost most of his face and blinded in one eye, and who will never have a normal life, but he tries awfully hard. We have some pretty dirty rotten scoundrels in the Congress, and the VA who is always begging for more govt money, and pulls the Congress by the nose to climb in bed with them for their cause securing their careers..............this was under old man Bush's admin...............http://www.foxnews.com/story/0,2933,347010,00.html What dirty tricks will they employee that we haven't already been made aware of for those engaged in war today?. One is the story of the govt putting some vets on medicare which is meant for the elderly...................a way of detaching them from who they are.
Present Share count posted but the dilution is not yet over, another 1.6m is still left in the offering according to the April 6 release.
(S-3A)
THE OFFERING
Securities Offered 1,638,125 shares of common stock
underlying warrants with an exercise
price of $8.50 per shareCommon stock outstanding after this 35,822,949 shares, assuming the
offering(1) exercise of all of the warrants.Use of proceeds Assuming the exercise of all
warrants at $8.50 per share, we will
receive gross proceeds of
$13,924,062.50. We intend to use the
proceeds from the exercise of
warrants, if any, for general
corporate purposes.
NASDAQ Symbol for Common Stock NCOC------------
(1) The number of shares of common stock outstanding after this offering is based on the number of shares outstanding as of April 2, 2009 and excludes up to (1) 1,662,125 shares of common stock issuable upon the exercise of outstanding options, of which 782,875 options are immediately exercisable at a weighted average exercise price of $6.46 per share and (2) 1,146,620 and 250,000 shares of common stock issuable upon the exercise of other outstanding warrants at an exercise price of $3.00 and $4.00 per share, respectively.
-4-
National Coal Corp. Reports First Quarter 2009 Results
Date : 05/11/2009 @ 4:00PM
Source : Business Wire
Stock : National Coal Corp. (NCOC)
Quote : 1.32 0.07 (5.60%) @ 7:57PM
National Coal Corp. Reports First Quarter 2009 Results
National Coal Corp. (Nasdaq: NCOC), a Central and Southern Appalachian coal producer, reports that for the period ended March 31, 2009, it achieved total revenues of $35.1 million based primarily on the sale of 469,012 tons of coal. In the same prior-year period, National Coal generated revenues of $35.7 million primarily through the sale of 612,159 tons of coal.
National Coal President and CEO, Daniel A. Roling said the decline reflects the state of the industry over the last year. “The coal market has pulled back from 2008, when prices set record highs. Coal production also set a high of 1.17 billion tons, an increase of only 0.6% from the prior record set in 2006. The significance of this may take some time to be fully recognized, but the inability of the coal industry to increase production in a meaningful manner in the short-term is quite evident.”
Roling also stated, “Our ability to produce coal during the first quarter, and thus our costs, were heavily impacted by mine closures and the transition into new mines in Tennessee and Alabama as well as continuing poor weather at our Alabama surface mining operations. We did not achieve our anticipated levels of production during the quarter. However, our production levels have increased since March and are on track to achieve anticipated levels. I believe that, barring unforeseen events, our costs should decline going forward.”
For the three months ended March 31, 2009, National Coal reported a net loss of $7.9 million or $0.23 per share versus a net loss of $10.1 million or $0.36 per share during the year ago quarter. The Company also reported an improved and positive adjusted EBITDA of $0.8 million versus a negative adjusted EBITDA of $0.4 million reported in the year-ago quarter.
For the three months ended March 31, 2009, the Company produced 0.38 million tons of coal, 21.4% less than during the year ago quarter. However, production during the first quarter of 2008 included about 0.1 million tons of production from the Straight Creek mining operations, which were sold in the first quarter of 2008. Approximately 20.8% of its production originated from underground mines and 79.2% was produced at its surface and highwall mining operations. “Previously anticipated levels of production are not likely given current market conditions,” said Roling, “but production is still expected at levels necessary to meet all of our contractual commitments.”
The Company realized significantly higher prices for coal sold during the first quarter versus the year ago period. The average realized sales price increased 25.4% during the first quarter to $72.68 per ton from $57.96 during the year ago quarter, and 11.8% from the 2008 full year average.
Looking forward, the Company has committed 1.9 million tons for the full year 2009 at an average contractual price of $76.01 per ton, 1.2 million tons for the full year 2010 at an average contractual price of $76.74 per ton, and 0.3 million tons for the full year 2011 at an average contractual price of $77.70 per ton. At March 31, 2009, the Company’s un-priced and uncommitted future production was approximately 0.2 million tons in 2009, 0.9 million to 1.3 million tons in 2010, and 2.6 million tons in 2011.
Roling said, “The current weak market condition has offered the Company the opportunity to purchase coal to supplement its production, which has fallen short of projections. This opportunity has contributed to a 41.8% increase in accounts payable during the quarter to $19.5 million from $13.8 million at year end 2008.”
Capital expenditures for 2009 are estimated to be in the range of $13.0 to $16.0 million. Year-to-date, National Coal has invested approximately $4.1 million in equipment and mine development during the three months ended March 31, 2009. For the remainder of 2009, management expects to finance $5.9 million of capital expenditures to replace mining equipment and incur an additional $3.6 million to maintain existing assets.
The Company executed an agreement with Next View Partners, LLC on April 9, 2009 to provide a First Lien Credit Facility for $10.0 million, as permitted by the provisions of its Senior Secured Debt Facility that matures in December 2010. The terms of this agreement provide up to $10.0 million to be used for general corporate purposes at an annual rate of 13% for amounts outstanding up to $5.0 million and an annual rate of 15% for amounts outstanding greater than $5.0 million. The collateral securing the debt facility is substantially all the assets of the Company’s Tennessee mining operations. This facility cannot be used to fund the working capital needs of NCA. This agreement currently expires December 15, 2009.
Outlook
Roling stated that “Both prices and volumes should continue to gradually increase as we progress through the year, as we continue to meet our contractual commitments. The intermediate-term future holds many challenges and opportunities, and we believe that we are well positioned to capitalize on them.”
The demand for coal has abated as demand for electricity has declined in line with the weak economy. In addition, the current low price for natural gas has made it advantageous for some consumers of coal to switch fuels for their source of energy. This has contributed to a decline in demand and prices for coal in the intermediate-term. We remain optimistic on the outlook for coal as demand for electricity is anticipated to recover along with the economy. National Coal has the production capability to meet its contractual sales position, and to participate in an anticipated stronger market when demand for coal recovers.
FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) Of
The Securities Exchange Act of 1934
Date of Earliest Report Event: May 30, 2009
RICK'S CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
Texas 0-26958 76-0037324
(State Or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
10959 Cutten Road
Houston, Texas 77066
(Address Of Principal Executive Offices, Including Zip Code)
(281) 397-6730
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1
--------------------------------------------------------------------------------
ITEM 5.02 COMPENSATORY ARRANGMENTS OF CERTAIN OFFICERS
Rick’s Cabaret International, Inc. entered a new two-year Employment Agreement with our Chief Financial Officer, Phil Marshall, effective May 30, 2009 (the “Employment Agreement”). Mr. Marshall’s previous employment agreement was executed in May 2007, had a term of two years and expired on May 30, 2009. The new Employment Agreement extends through May 30, 2011, and provides for an annual base salary of $200,000, bonus eligibility, expense reimbursement, participation in all benefit plans maintained by us for salaried employees and two weeks paid vacation. Under the terms of the Employment Agreement, Mr. Marshall is bound to a confidentiality provision and cannot compete with us upon the expiration of the Employment Agreement.
If the Employment Agreement is terminated by us because of Mr. Marshall’s disability, death or voluntary resignation or is terminated by us “with cause,” the Employment Agreement provides that Mr. Marshall will be entitled only to the compensation earned by him under the Employment Agreement as of the date of such termination. If the Employment Agreement is terminated by Mr. Marshall for “good reason” or by us “without cause,” Mr. Marshall will be entitled to receive in one lump sum payment the full remaining amount under the terms of the Employment Agreement to which he would have been entitled had the Employment Agreement not been terminated.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
10.1 Employment Agreement with Phil Marshall
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
RICK'S CABARET INTERNATIONAL, INC.
/s/ Eric Langan
By: Eric Langan
Date: June 1, 2009 Chairman, President, Chief Executive Officer
2
:)) With all that paper he purchased from Office Max he must own the other side just for storage. This OTC market is where the FBI needs to focus all their attention. AIG "alone" has made approx $175bn here with the need of $265bn more just to cover their bets with forgiveable debt. If investors don't lose their money to the corrupted like Berman, its lost in the form of taxes. The owners and insiders keep raking it in, and the public has to keep sucking it up, like the ones who invested with Madoff thru feeder funds. One Congressman whose name slips my mind right now who lost all his investments with him, and vehemently opposed to these kind of bailouts prior to his learning of Madoff's scam, during a media interview stated the govt or SEC should reimburse his losses thru SIPC and his investments indirectly going to Madoff shouldn't matter. He also stipulated that when he's in DC he has his Congressman's hat on, and when he's not he has is own self interest to look after....................in other words he's as big a phoney as anything he proposes, like most of them are, a system devised to protect the rich, and corporate scoundrels they serve, and Wall Street, and those who aren't, or were even legitimately registered, like Madoff...............he should have invested with an offshore hedgefund like most of them do, he could have made millions off the money that gets extracted from their daily shortselling.
GreenHunter Energy’s Largest Institutional Shareholder Voluntarily Converts Existing Preferred Stock Into Common Stock At $...
Date : 06/12/2009 @ 9:00AM
Source : Business Wire
Stock : GreenHunter Energy, Inc. (GRH)
Quote : 2.5 -0.37 (-12.89%) @ 8:00PM
GreenHunter Energy’s Largest Institutional Shareholder Voluntarily Converts Existing Preferred Stock Into Common Stock At $...
GREENHUNTER ENERGY, INC. (NYSE Amex: GRH), a diversified renewable energy company focused on wind development projects, biomass power generation and the production of biodiesel, announced today that its largest institutional investor, West Coast Opportunity Fund, LLC, has elected to convert a significant portion of its Series A 8% Convertible Preferred Stock into Common Stock of GreenHunter Energy (NYSE Amex: GRH). Pursuant to the terms of the conversion, as of June 10, 2009, West Coast Opportunity Fund, LLC has converted 5,000 shares of its Series A 8% Convertible Preferred Stock into 1,000,000 shares of Common Stock of GreenHunter Energy at a price of $5 per share.
Commenting on this event, Mr. Gary C. Evans, Chairman, President and CEO of GreenHunter Energy, stated, “West Coast Asset Management has been a significant investor and supporter of GreenHunter Energy since we originally began raising outside investor capital in 2007. We are pleased with their recent decision to convert a large portion of their existing preferred stock ownership into common shares of the Company. This decision should benefit all common shareholders of GreenHunter Energy, Inc. by providing our Company greater financial flexibility in our ability to access capital markets in the future.”
Farmer Mac Declares Quarterly Dividends on Common and Preferred Stock
Date : 06/04/2009 @ 4:15PM
Source : PR Newswire
Stock : Federal Agricultural Mortgage Corp. (AGM)
Quote : 5.38 -0.08 (-1.47%) @ 8:00PM
Farmer Mac Declares Quarterly Dividends on Common and Preferred Stock
WASHINGTON, June 4 /PRNewswire-FirstCall/ -- The Board of Directors of the Federal Agricultural Mortgage Corporation (Farmer Mac) has declared a quarterly dividend on each of the Corporation's three classes of common stock -- Class A Voting Common Stock (NYSE:AGM.A), Class B Voting Common Stock (not listed on any exchange), and Class C Non-Voting Common Stock (NYSE:AGM). The quarterly dividend of $0.05 per share of common stock will be payable on June 30, 2009 to holders of record of common stock as of June 15, 2009.
Farmer Mac's Board of Directors has also declared quarterly dividends on the Corporation's Series B and Series C Preferred Stock, none of which is listed on any exchange. The quarterly dividends of $25.00 per share of Series B Preferred Stock and $12.50 per share of Series C Preferred Stock are for the period from April 1, 2009 through June 30, 2009 and will be payable on June 30, 2009 to holders of record of preferred stock as of June 20, 2009. Each share of Series B and Series C Preferred Stock has a par value and liquidation preference of $1,000.00 per share.
Farmer Mac is a stockholder-owned instrumentality of the United States chartered by Congress to establish a secondary market for agricultural real estate and rural housing mortgage loans and rural utilities loans and to facilitate capital market funding for USDA-guaranteed farm program and rural development loans. Additional information about Farmer Mac is available on Farmer Mac's website at http://www.farmermac.com/.
DATASOURCE: Farmer Mac
CONTACT: Mary K. Waters of Farmer Mac, +1-202-872-7700
Web Site: http://www.farmermac.com/
YRC Worldwide CEO Says Co Won't Seek TARP Funds
Date : 06/12/2009 @ 8:51AM
Source : Dow Jones News
Stock : YRC Worldwide Inc. (YRCW)
Quote : 2.55 -0.03 (-1.16%) @ 7:58PM
YRC Worldwide CEO Says Co Won't Seek TARP Funds
By Bob Sechler
Of DOW JONES NEWSWIRES
YRC Worldwide Inc. (YRCW) has backed off plans to seek $1 billion in federal bailout money under the Troubled Asset Relief Program, or TARP, although the struggling trucker says it still wants government help with pension obligations.
Chief Executive Bill Zollars told The Wall Street Journal last month that YRC would apply for bailout funds to help cover an estimated $2 billion pension obligation over the next four years. At the time, Zollars said he hoped the move would lead to a dialogue with federal authorities regarding ways to reduce YRC's massive pension obligation.
Zollars reversed course on the TARP funds in a video update that YRC emailed to customers Thursday.
"We're not asking for a bailout," Zollars said in the video. "We don't want any money from the federal government."
But he reiterated his goal of seeking a government solution to what YRC considers "structural inequities" regarding its pension obligations.
"Fixing the pension fund with the help of the federal government is really what we're after," he said.
Under a complicated system that Zollars contends is unfair, roughly half of YRC's contributions to a multi-employer union pension fund cover the costs of retirees who never worked for the Overland Park, Kan., company. Under the system, YRC says it contributes to 36 multi-employer pension plans, many of which stem from companies that no longer exist.
"What we would like to do is be more competitive in the marketplace and get rid of some of the costs that really don't relate to how well we're doing" on an operating basis, Zollars said.
YRC, created through the 2003 combination of the Yellow and Roadway trucking brands, has been wrestling with a substantial debt burden, in addition to its pension obligations.
Among other moves, the company has cut wages and laid off thousands of employees.
-By Bob Sechler, Dow Jones Newswires; 512-394-0285; bob.sechler@dowjones.com
I think its side by side townhome's. Its an odd setup. He could have purchased both, sold the one and or and rent the other, or his brother could live next door?..............1400 sq.ft for 2, he and his mate, may have 3 levels, a full completed basement, 2 bathrooms, 2 bedrooms. Without a basement the rooms would be rather large. His basement, if he has one, is perhaps his office made up of a computer, fax, and printer, with an unlisted telephone.
Bermans home: http://www.zillow.com/homedetails/66-Mill-Point-Pl-Spring-TX-77380/67670098_zpid/
Paid for by those who listened to the lies of this FRAUD!. He has also used retailers money diverted to fund his private enterprise. He personally sold shares for 3 accreditors extracting money from investors, then used this to acquire another symbol and the supposed purchase of another 68 mining claims that landed him in bankruptcy court due to him not giving them certs from their investment, and chose not to repay them in reality this was money that belonged to the retailers who invested in RSDS who also did not receive any shares of the acquisition, and if this wasn't bazaar enough, he filed another 504 shortly after he sucked every dime out of it having done a reverse-split, only he and or the seller, and those involved with the its acquistion who received shares sold from the top down. The symbol was AUMN. He made the decision to give it up them, "the symbol", who in turn used it to start up a new enterprise so they could enrich themselves. Whatever happened to the mining claims if were even purchased individually can be purchased rather cheaply in cash or from stock in the company.
This was not the first, he has changed symbols each time he has sold billions of these worthless certs, RSLI, RSDS, RIND and this in just a couple of years.....................how many times does one have to hear the cry wolf, before it sinks in that this man?, no real man does business this way, is a liar, and con, how many times over will the gullible show up to give away their hard earned money to someone who will laugh in your face having fallen for it?
Exactly!!!.......This is Bermans piggy bank, sponsered by the SEC.............who should call him to the carpet and made to disgorge all that he has stolen..............Guess he's one person who has managed to pay off his home and cars at retailers expense when millions were losing theirs.
You said a mouthful Loof, the only one who ever saw any gains from this was BERMAN, his MATE, Brother,............ and his few close friends, BERMAN raking in the biggest take. Everyone else was along for the ride, according to BERMAN, a one way ride to loosing their capital + holdings, again and again, after all this was his company, in his own words, and any suckers believing otherwise will soon learn, and he would, and will do with it what he wants ,.............running this and his other frauds under the same name, but various alias symbols. Suprise, Suprise!
Whose the acquaintance, anyone we all might know?. No one working for Wall Street would even know this company other than the SEC, the FBI. Maybe the 5 who bought this toilet paper unbeknownst to Wall Street, but failing in their law practices hoping to score so they can keep the lights on at least?.
Big Bubba's been watching to see if he'll recover his losses so he can post bail, who won't, Berman can do all of his explaining when the cell door slams behind him, and the guard leaves them to their own devices.
FieldPoint Petroleum Corporation Reports First Quarter Results
Date : 05/18/2009 @ 11:10AM
FieldPoint Petroleum Corporation (AMEX:FPP) announced today its first quarter financial results for the three months ended March 31, 2009.
Ray Reaves, President and CEO of FieldPoint, stated, “While net income and earnings per share were below our goals for this quarter, we still believe that this will be a very significant year for FieldPoint. During this past quarter our revenues declined 58% as a result of much lower oil and natural gas prices, combined with a slight decrease in production. As previously stated, during the past year we significantly improved our balance sheet and prepared the company for dealing with lower commodity prices.”
Financial Highlights for the Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008:
Revenues decreased 58% to $634,682 from $1,509,122;
Net Income decreased from $349,849 to a loss of $(79,387); and
Earnings per share, both basic and fully diluted, decreased from $0.04 to a loss of $(0.01).
Mr. Reaves continued, “FieldPoint has a solid cash position which should continue to grow. The results from this quarter emphasize the effect that market fluctuations have on our financial performance. While downward price movement has been negative to us so far this year, it also serves to remind us of the importance of continuing to build our production base. Fortunately, FieldPoint is well positioned financially to allow management to continue its commitment to develop new programs that can materially expand our production levels. To this end, we plan to continue to diligently search for acquisition and development opportunities and anticipate some level of success in this regard during 2009. We are very optimistic that the remainder of this year will be an important growth stage for FieldPoint.”
The decrease in revenue is attributed to much lower oil and natural gas prices, which averaged approximately $36.50 per barrel and $5.35 per MCF in 2009, compared to $92.65 per barrel and $6.97 per MCF in the prior year. Overall production for the year decreased on a barrel of oil equivalent (BOE) basis, as compared to the 2008 period. Primarily a 61% decrease in oil prices, led to the decrease in revenues.
Lease operating expenses decreased 27% or $113,439, due primarily to the decreases in workover expense and remedial repairs. As a result of the reduction in lease operating expense compared to the quarter ended March 31, 2008, lifting cost per BOE decreased 19% or $4.36 to $18.12 for the period. We anticipate lease operating expenses to increase over the following quarters due to additional remedial repairs and workover expense designed to increase production.
Depletion and depreciation decreased 38% or $102,000 to $163,000 for the three month period ended March 31, 2009 versus $265,000 in the 2008 comparable period. This was primarily due to impairments in 2008 which lowered our depletable base and by lower production and higher reserves.
General and administrative overhead cost increased 16% or $26,003 to $188,258 for the three-month period ended March 31, 2009 from the three-month period ended March 31, 2008. This was primarily attributable to an increase in legal fees and professional services related to the Basic Earth Science Systems Tender offer during the 2009 period. Due to the stable environment of the Company, we anticipate general and administrative expenses to remain materially constant in the coming quarters.
Other expenses, net for the quarter ended March 31, 2009, were $86,607 compared to other expenses, net of $117,375 for 2008. The decrease was primarily due to a decrease in interest expense associated with our line of credit for the period ending March 31, 2009. We had approximately $3.5 million outstanding under our line of credit at March 31, 2008, compared with $1.7 million at March 31, 2009.